Common use of Additional Rights and Obligations Clause in Contracts

Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Stock, such as pricebased anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B Stock (with ap- propriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- ments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding anything herein to the contrary, subject to the provisions of Section 8.10, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then outstanding shares of Series CF Common Class B Stock held by all Purchasers, this Agree- ment (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fect.

Appears in 2 contracts

Samples: Preferred Stock Investment Agreement, Preferred Stock Investment Agreement

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Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Seed Preferred Stock, such as pricebased price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B Seed Preferred Stock (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding The Company shall pay the reasonable fees and expenses, not to exceed $5,000 in the aggregate, of one counsel for the Purchasers in connection with the Purchasers’ review, execution, and delivery of the Next Financing Documents. Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.108.11, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then then-outstanding shares of Series CF Common Class B Seed Preferred Stock held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect.

Appears in 1 contract

Samples: Series Seed Preferred Stock Investment Agreement

Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Stock, such as pricebased anti-dilution protection, A Preferred Stock or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B A Preferred Stock (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding Notwithstanding anything herein in this Agreement to the contrary, subject to the provisions of Section 8.109.11, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then outstanding then‑outstanding shares of Series CF Common Class B A Preferred Stock held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect.

Appears in 1 contract

Samples: Series a Preferred Stock Investment Agreement (Salt Blockchain Inc.)

Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Seed Preferred Stock, such as pricebased price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Regulation D Purchasers with respect to the shares of Series CF Common Class B Seed Preferred Stock (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding The Company shall pay the reasonable fees and expenses, not to exceed $5,000 in the aggregate, of one counsel for the Regulation D Purchasers in connection with the Regulation D Purchasers’ review, execution, and delivery of the Next Financing Documents. Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.109.11, upon the execution and delivery of the Next Financing Documents by Regulation D Purchasers holding a majority of the then then-outstanding shares of Series CF Common Class B Seed Preferred Stock held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect. This Section 4.2 shall not apply to Purchasers through the Regulation CF Offering.

Appears in 1 contract

Samples: Preferred Stock Investment Agreement

Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B StockPreference Shares, such as pricebased price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B Stock Preference Shares (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.108.11, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then then-outstanding shares of Series CF Common Class B Stock Preference Shares held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect.

Appears in 1 contract

Samples: Investment Agreement

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Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Seed Preferred Stock, such as pricebased price‑based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B Seed Preferred Stock (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding The Company shall pay the reasonable fees and expenses, not to exceed $5,000 in the aggregate, of one counsel for the Purchasers in connection with the Purchasers’ review, execution, and delivery of the Next Financing Documents. Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.1072, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then outstanding then‑outstanding shares of Series CF Common Class B Seed Preferred Stock held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect.

Appears in 1 contract

Samples: Series Seed Preferred Stock Investment Agreement

Additional Rights and Obligations. If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the shares of Series CF Common Class B Preferred Stock, such as pricebased anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Purchasers with respect to the shares of Series CF Common Class B Preferred Stock (with ap- propriate appropriate adjustment for economic terms or other contractual rights), subject to such Purchaser’s execution of any documentsdoc- uments, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such docu- mentsdocuments, the “Next Financing Financ- ing Documents”). Any Major Purchaser will remain a Major Purchaser for all purposes in the Next Financing Documents to the extent such concept exists. Not- withstanding Notwithstanding anything herein to the contrary, subject to the provisions of Section 8.10, upon the execution and delivery of the Next Financing Documents by Purchasers holding a majority of the then outstanding shares of Series CF Common Class B Preferred Stock held by all Purchasers, this Agree- ment Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or ef- fecteffect.

Appears in 1 contract

Samples: Preferred Stock Investment Agreement

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