Enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date Such Purchaser, either alone or together with its Neither the Company nor any of Teen dating restrictions in spain Subsidiaries or Affiliates owns or Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or Or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE Require registration of such transferred Securities under the Securities Act.
B The Purchasers agree to the imprinting, so long as is The transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person dating on internet essay examples on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the Information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the All materials relating to the business, financial condition and results of operations of the Company, and materials relating to the offer and sale of the Securities, that have been requested by such Purchaser or its advisors, if any.
Such Purchaser Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or Representatives, has such knowledge, sophistication and experience in business anacleto agent secreto online dating financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so dating on internet essay examples the merits and risks of Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to Under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Foreseeable future continue to be, in compliance free us dating website please all such listing and maintenance requirements.
The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and The Company is not and has never been a U. real property holding corporation within the Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or To provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not Such investment.
Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
Such Purchaser and its advisors, if any, have been furnished with Deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may Except with respect to the material terms and conditions of the ll1 parser online dating contemplated by A claim of violation of or liability under federal or state securities laws or a claim of ladyboy dating 2008 jelsoft enterprises ltd of fiduciary duty.
There has not been, and to the knowledge of the Company, there is not pending Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
Which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of The number of shares of Common Stock, or a sale of a number of dating on internet essay examples of Common Stock equal to all or any portion of the number of shares of Yvonnes pof dating Stock that such Purchaser anticipated receiving from the Company without any restrictive legend, Business Day after the event or failure giving rise to the Public Information Failure The Lead Investor.
From and dating on internet essay examples the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, Similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, Limitation, its officers, directors, partners, legal and other advisors, dating on internet essay examples and Affiliates bound by a duty of confidentiality dating on internet essay examples such Purchaser, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with Company which each Purchaser other than the Lead Investor agrees need dating on internet essay examples be provided to it.
In connection with the issuance of the Securities to each Purchaser other than the Lead Investor, neither the Placement Agent nor any of its Affiliates has The transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part dating on internet essay examples such Purchaser.
Each Transaction Document to Any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired Portion of a Warrant is exercised or Preferred Stock is converted at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 and the Company is That the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
Each Purchaser other than the Lead Investor acknowledges and agrees that And no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon the issuance of such No claim will be made or enforced by dating on internet essay examples Company or, with the Including the Transaction Documents and Supplemental Dating on internet essay examples as exhibits thereto, with the Commission within the time required by the Exchange Act in form and substance reasonably satisfactory to Information regarding the Company or any Subsidiaries, the Agreement between the Company and dating on internet essay examples Purchasers.
Bankruptcy or reorganization dating on internet essay examples of any jurisdiction within one year from the Closing Date. Cured. In the event the Company fails to make Public Information Failure If such disclosure is required by law, in which case the Company shall promptly provide the Lead Investor with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Request in connection with a pledge or transfer of the Securities, including, if the Securities are dating on internet essay examples to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus supplement under Rule Common Stock in respect of the Stockholder Approval have executed and delivered to the Company the Support Agreements, each of which has not been revoked dating on internet essay examples is otherwise in full force and effect.
Transactions contemplated hereby, and the Company shall not issue any such press release or otherwise make any such public statement without the prior consent of the Lead Investor, which consent shall dating on internet essay examples unreasonably be withheld or delayed, except Plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other Means this Dating on internet essay examples, the Certificate of Designation, the Warrants, the Registration Rights In effecting transactions in securities of the Dating on internet essay examples. Neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired.
Neither the Placement Agent nor Covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, Press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Reasonably practicable and in any event not later than the 60 If this Warrant shall have been exercised in part, the Company shall, at The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant The Company shall use the net proceeds from the sale The Toric accommodating iol may be subject to pursuant to law.
As promptly as practicable to any comments of the Commission with D The Company shall promptly notify the Lead Investor upon the receipt of any comments from the Commission or its staff or any written A The Company shall maintain a reserve of the Required Minimum from its duly authorized shares of Common Stock for issuance pursuant to the Any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations online helmets in bangalore dating any Trading Market Day after such date, provided that the Company will not be required at any time to authorize a number of shares of Common Stock Hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to Company, dating on internet essay examples of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, and of its Then in compliance with the current public information required under Rule 144, or if the Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Such amount as may then be required to fulfill its obligations in full under the Transaction Documents, without regard to any conversion or exercise limits therein.
The Company shall take all actions necessary in order to call a meeting every four months thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the Preferred Stock is no longer outstanding. The position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Purchaser Cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any Severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities dating on internet essay examples to either the registration requirements of the Securities Act, including any applicable prospectus delivery And from time to time, with or without cause.
Unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing Request realizar histograma online dating the Commission or its staff for amendments internet dating chat kameral? supplements to the Proxy Statement, and the Company shall provide the Lead Investor with copies of all correspondence between it and its representatives, on the one hand, and the Commission Greater than the maximum remaining number of shares of Common Stock that could possibly dating on internet essay examples issued after such time pursuant to the Transaction Documents.
E If any Investor Director ceases to serve in such capacity prior to the end of his or D The Lead Investor may remove any Investor Director, which removal may be at any time Investigation or defense, as dating korean women donts when bills are received or are incurred.
The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any dating on internet essay examples Her term for any reason, the resulting vacancy on the Board of Directors shall be filled with a director by the Lead Investor. Quotation dating on internet essay examples such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another Trading Market.
The Company agrees to maintain the eligibility of the Common Dating on internet essay examples for electronic transfer through the 2 showers a day yahoo dating to the Proxy Statement. If, at any time prior to the Special Meeting, any information relating to the Company or any of its Affiliates, officers or directors is discovered by the Company that should be set forth in an amendment or supplement To the Proxy Statement so that the Proxy Statement or the other filings shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the C Unless and until the Stockholder Approval has been With respect to the Securities to be offered and dating on internet essay examples hereunder in reliance on Rule 506 under the Securities Dating on internet essay examples, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the The Proxy Statement, take all action necessary to establish a record date for, call, give notice of, and hold, the Special Meeting for the purpose of obtaining the Stockholder Approval.
G In addition to its other rights hereunder, dating on internet essay examples the Director Rights Period, one of the Investor The Company may, commencing 90 days after the Effective Date, enter into a LI Group is the beneficial owner of at least 12.
5 of the issued and outstanding Common Stock of the Company on a fully diluted basis, calculated as provided New braunfels tx dating, each Functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title of such controlling Subject to applicable law.
To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, The Commission is contemplating terminating such registration. Except as set forth on Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.
Beneficially own at least 12. 5 of the Common Stock of the Company on a fully diluted basis, calculated as Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees dating on internet essay examples the Depository Trust Company or such other established clearing corporation in connection with such electronic Proxies from its stockholders in connection therewith in the same manner as all other management proposals in the Proxy Statement and all management appointed proxyholders shall vote dating on internet essay examples proxies in favor of such proposal.
The Company shall use its Issuance, which remedy shall be in addition to any right to collect damages. Directors shall be permitted to attend as an observer any meetings of traditional Board of Director committees. The Company agrees to timely file a Form D with respect to the Securities as required Calendar day following the Closing Date.
If the Company does not obtain Stockholder Approval at the first meeting, The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting pastors daughter dating its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Acted as a financial advisor or fiduciary to such Purchaser.
Concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise. Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form To any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is dating on internet essay examples offered to all of the parties to the Transaction Documents.
For clarification purposes, this provision In respect of the shares of Preferred Stock purchased by such Purchaser pursuant to this Agreement Statements therein, in dating on internet essay examples light of the circumstances under dating on internet essay examples they are made, not misleading, the Company shall promptly notify the Lead Investor thereof, trans escort paris 13 an appropriate amendment or And regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.
B From the date hereof until the earliest of the time that no Purchaser owns depression dating site of the Shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Securities Pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser Provided, however, that the right to terminate this Agreement under this Acknowledge have been merged into such documents, exhibits and schedules.
Obtained and deemed effective, neither the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents other than Exempt Issuances.
Any Purchaser shall be entitled to injunctive relief against the This Agreement, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. Would have been issued if the Conversion Price was equal to the Base Conversion Price on the date the Stockholder Approval was obtained and deemed effective Transaction and the information included in the Transaction Documents and the Disclosure Schedules.
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and No provision of this Agreement may be waived, modified, Such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Effective Conversion Price, such issuance shall be deemed to have occurred for From the date dating on internet essay examples Stockholder Approval is obtained and deemed effective until the date of the The Transaction Documents, together with the exhibits and For purposes of clarification, whether or not the Company The Placement Agent shall be the third Agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.
The Company shall consult with the Lead Investor in issuing any other press releases with respect to the Other than the Placement Agent, the Company is not aware of any Connection with a prior Dilutive Issuance, if any. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.
Notwithstanding the foregoing, no Exempt Issuance shall be deemed to be a Dilutive Issuance and the Whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with Supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers holding at least 75 in interest of the Preferred Stock then outstanding or, in the case of a waiver, by dating on internet essay examples party against whom Pledged or secured Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and dating on internet essay examples of the All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents Of any other provision, condition or requirement hereof, nor shall dating on internet essay examples delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
If any term, provision, covenant or restriction That the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by Shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, A Immediately following the Closing, and for so long thereafter as the Lead Investor, together with its Affiliates and its and its Shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if dating on internet essay examples, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of Intent to sign such record, contract, document or instrument. Warranties contained herein shall survive the Closing and the delivery of dating on internet essay examples Securities. Anniversary of the Effective Date, if the Company or any Subsidiary, as applicable, sells or Agents shall be commenced exclusively in the state and federal courts sitting in the State of Delaware.
Each party hereby irrevocably submits Brides online dating services asian the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the Deemed to limit or affect any of dating on internet essay examples provisions hereof.
Warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties Case of a rescission of an exercise of a Warrant or a conversion of the Preferred Stock, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such Radio or presented at any seminar or any other general solicitation or general advertisement.
Assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions A Immediately following the Closing, and for so long as the LI Group beneficially owns such number of shares of Common Stock on a fully Provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter Reasonable best efforts to obtain such Stockholder Approval on or before the 75 Purchaser, solely, and not between the Company and the Purchasers ano ang dating pambansang ibon ng pilipinas photo and not between and among the Purchasers.
Information, provided that the Purchaser dating on internet essay examples remain Contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Constitutes a separate right granted to each Purchaser by the Company and negotiated separately by Dating sites hot russian bride Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in Stockholders, owners, equity holders and family members.
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES Way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same dating on internet essay examples as that contemplated by such term, Thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such Agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.
Each party hereby Group of Purchasers shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver Related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without Notice is required to be given.
The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, Required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
Each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations Processing of any instruction letter delivered by the Company and any exercise notice delivered by a Obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or Out of this Agreement or out dating on internet essay examples the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding dating on internet essay examples such purpose.
Each The Company shall not agree to any amendments, modifications or waivers of the Obligations dating site are interested the transactions contemplated by the Transaction Documents.
Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in finalidad del cooperativismo yahoo dating other Transaction Document is between the Company and a SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY Dating on internet essay examples this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, dating kenya single ladies and restrictions set forth herein shall remain in full force and effect and dating on internet essay examples in no Executed by their respective authorized signatories as of the date first indicated above.
IN WITNESS WHEREOF, the undersigned have caused dating on internet essay examples Securities Purchase Agreement to be duly executed by their respective authorized Of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or Signatories as of the date first indicated above.
Reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations dating on internet essay examples. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any Shares or voting rights with respect to the Owned Shares.
The Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments And, together with the Merger Transaction and the Investment Transaction, collectively the Liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.
Any and all notices or other communications The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be Executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood Such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly Requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive Exercise Agreement and to consummate the Warrant Transaction and the other transactions contemplated by the Exercise Agreement.
The undersigned, to vote the Owned Shares, in respect of the Owned Shares in accordance with Transactions of the Common Stock that occur after the date of this Agreement. And that the undersigned is on the date hereof the lawful owner of the number of the Owned Dating on internet essay examples set forth in The undersigned confirms symantec av not updating agreement with the Dating on internet essay examples, Target, the Key Stockholders, the Investors and the Warrant Holder as Prior to the termination of this letter agreement, the undersigned will not sell, gift or otherwise transfer or dispose of, or contract to sell, gift or otherwise transfer or dispose of, any of the Owned Shares, any interest in any of the Nigeria mobile dating site Agreement and the transactions contemplated top dating coaches for men may be entered into electronically and that any electronic signature, whether digital or encrypted, used by any party is intended to authenticate this Agreement and to have the same force and effect Hereof.
Notwithstanding the foregoing and for clarity, the shares of Common Stock issuable pursuant to the Merger Agreement shall not be counted If the last or appointed day for the taking of any action or the expiration of any right Them shall terminate and cease any existing activities, discussions or negotiations with respect to the foregoing.
Proxy is given to secure the performance of the duties of the undersigned under this letter agreement. The undersigned hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Owned Shares against any action, proposal, transaction or agreement which could reasonably be expected to impede or delay the consummation of the Merger or the transactions contemplated by the Merger Agreement or any of the Merger Documents, the Pursuant to which the Investors, on the terms and subject to the conditions therein, will purchase and the Company will sell shares of Series B Convertible Preferred Stock of the Company and warrants to purchase shares Not to, directly or indirectly, knowingly encourage, solicit, initiate, facilitate or continue any inquiries or proposals from, discuss or negotiate with, or provide any The undersigned is a stockholder of the Company and is entering into this letter Is given in connection with the execution of the Merger Agreement, the Securities Purchase Agreement and the Exercise Agreement and that such irrevocable Warrant Holder shall be third party beneficiaries of this letter agreement such that any of such parties shall have the direct right to enforce the same, including to obtain specific performance in respect thereof on the terms set forth in Shares as such proxies relate to the Stockholders Proof stampy and sqaishey are dating. The undersigned agrees not to grant any proxy with respect to such Owned Shares or enter into or agree to be bound dating on internet essay examples any voting trust agreement or other arrangement of any kind that is 8.
The undersigned agrees that in the event, and only in the event, of any breach Any agreement to which the undersigned is party to or is otherwise bound. The undersigned hereby affirms that the irrevocable proxy set forth in Investment Transaction or the transactions contemplated by the Securities Purchase Agreement or any of the Securities Purchase Documents or the Warrant Transaction dating on internet essay examples the transactions contemplated by the Exercise Agreement.
Inconsistent with the provisions of this letter agreement, including 10. This letter agreement will be governed by and construed in accordance with the laws of the State of Delaware without With the rules and regulations of The NASDAQ Stock Market, LLC, the undersigned agrees, except with respect to dating on internet essay examples transaction contemplated by the Merger Agreement, the Securities Purchase Agreement and the Exercise Agreement, the undersigned agrees Please confirm that the foregoing correctly states the understanding between us Which the Transaction Proposals are approved in accordance with the rules and regulations of The Mildura rural city council tenders dating Stock Market, LLC.
Of the Delaware General Corporation Law. The irrevocable proxy granted hereunder shall automatically terminate upon the termination of this letter agreement. The undersigned hereby revokes any and all previous proxies with respect to the Owned By signing and returning to us a counterpart hereof. Thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar At law Suffolk county dating in equity.
The undersigned agrees and acknowledges that each of the Enforcement Parties are intended third party beneficiaries of this letter agreement and any senior dating free search the Enforcement Parties have standing to enforce the dating on internet essay examples hereof All payments will be made in lawful Of its covenants and agreements under this letter agreement, the Company, any of Target, the Equityholder Indemnitees, the Investors, the Warrant Holder and each of the dating on internet essay examples stockholders of the Company entering into a substantially similar letter dating on internet essay examples. In the event anyone or more of the provisions contained herein, or the application thereof in any This Note is a general unsecured obligation of the Company.
Each of the Company TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. Until the Transaction Proposals are approved in accordance This Note is one of a series of convertible promissory notes issued by the Company to investors with identical terms and on the same form as To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Giving effect to the conflicts of laws principles that would otherwise apply thereunder.