Common use of Additional Investment Right Clause in Contracts

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Grom Social Enterprises, Inc.), Securities Purchase Agreement (Renavotio, Inc.), Securities Purchase Agreement (New Momentum Corp.)

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Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th9 th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with 11 SPA – PRLX, T1, 2019-02-27 respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Parallax Health Sciences, Inc.), Securities Purchase Agreement (Parallax Health Sciences, Inc.)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.. Exhibit 3.13

Appears in 2 contracts

Samples: Securities Purchase Agreement (RDE, Inc.), Securities Purchase Agreement (RDE, Inc.)

Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time to timeright, as of but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in purchase the full amount of its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to Additional Shares at a principal amount price per share equal to the Per Share Purchase Price (the aggregate amount of payable for the Note purchased hereunder (each a “Subsequent Note” and collectively Additional Shares, the “Subsequent NotesAdditional Subscription Amount”) on the same terms and conditions as applicable by delivering a written notice to the Company by not later than 5:00 p.m. (New York City, New York time) on October 19, 2020 (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale of “Closing Date” with the Note on the date hereof, including without limitation each Subsequent Note will be “applicable Additional Closing Date” and any reference to “Shares” in the form of the Note issued hereto, provided that the Maturity Date thereunder Article III shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant deemed to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect refer to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a Subsequent Purchase Agreement and collectively “Subsequent Purchase AgreementsAdditional Shares.), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (AYRO, Inc.)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) 9th month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) 5th anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (LGBTQ Loyalty Holdings, Inc.)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis Mutai’s mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.. Securities Purchase Agreement – OPVS, T4, 2019-11-06

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoFlex Power Corp)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other such.other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (NanoFlex Power Corp)

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Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time to timeright, as of but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to the full amount of its Additional Shares at a principal amount price per share equal to the Per Share Purchase Price (the aggregate amount of payable for the Note purchased hereunder (each a “Subsequent Note” and collectively Additional Shares, the “Subsequent NotesAdditional Subscription Amount”) on the same terms and conditions as applicable by delivering a written notice to the Company by not later than 5:00 p.m. (New York City, New York time) on October 19, 2021 (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale of “Closing Date” with the Note on the date hereof, including without limitation each Subsequent Note will be “applicable Additional Closing Date” and any reference to “Shares” in the form of the Note issued hereto, provided that the Maturity Date thereunder Article III shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant deemed to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect refer to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a Subsequent Purchase Agreement and collectively “Subsequent Purchase AgreementsAdditional Shares.), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (AYRO, Inc.)

Additional Investment Right. Purchaser Each Purchaser, shall have the right at any time from time (with respect to timeeach Purchaser, as of its “Additional Investment Right”), but not the date hereof, and until such date when the Note is no longer outstandingobligation, to in purchase the full amount of its sole and absolute discretion purchase an additional convertible promissory noteAdditional Shares at a price per share of $11.50 (the aggregate amount payable for the Additional Shares, or additional convertible promissory notes, from the “Additional Subscription Amount”) by delivering a written notice to the Company for up to a principal amount equal to the amount of the Note purchased hereunder by not later than 5:00 p.m. (each a “Subsequent Note” and collectively the “Subsequent Notes”New York City, New York time) on the same terms and conditions as applicable one year anniversary of the Closing Date (an “Exercise Notice”). Upon receipt of an Exercise Notice from any Purchaser, the Company agrees to the sell to such Purchaser its Additional Shares. The closing of any purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, Additional Shares (each a an Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note shall be not later than 2 Trading Days following the receipt of an Exercise Notice from such Purchaser. Such Purchaser’s Additional Subscription Amount shall be made available for “Delivery Versus Payment” settlement with the Company or its designees on the applicable Additional Closing Date. On the applicable Additional Closing Date, the Company shall deliver to such Purchaser its Additional Shares via DWAC and such Purchaser shall deliver the Additional Subscription Amount by wire transfer of immediately available funds. Each Additional Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical subject to the terms and satisfaction of the conditions set forth in this Agreement applicable Sections 2.3(a)(i), 2.3(a)(ii), 2.3(b)(i), 2.3(b)(ii), 2.3(b)(iv) and 2.3(b)(v), in each case, replacing each reference to the sale “Closing Date” with the “applicable Additional Closing Date” and any reference to “Shares” in Article III shall be deemed to refer to the “Additional Shares.” Notwithstanding the foregoing, no Purchaser may exercise its Additional Investment Right if such Purchaser’s acquisition of its Additional Shares would cause such Purchaser’s “beneficial ownership” (within the meaning of Section 13 of the Note on Exchange Act and the date hereof, including without limitation each Subsequent Note will be in the form rules and regulations of the Note issued hereto, provided that Commission promulgated thereunder) to exceed 9.9% of the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date outstanding shares of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warranties, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such PurchaserCommon Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (AYRO, Inc.)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following such notice by such Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th9 th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same SPA – PRLX, T2, 2019-04-08 form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (Parallax Health Sciences, Inc.)

Additional Investment Right. Purchaser shall have the right at any time from time to time, as of the date hereof, and until such date when the Note is no longer outstanding, to in its sole and absolute discretion purchase an additional convertible promissory note, or additional convertible promissory notes, from the Company for up to a principal amount equal to the principal amount of the Note purchased hereunder (each a “Subsequent Note” and collectively the “Subsequent Notes”) on the same terms and conditions as applicable to the purchase and sale of the Note purchased on the date hereof by Purchaser, and in substantially the same form and substance as the Note issued pursuant to this Agreement, mutatis mutandis, (each a “Subsequent Note Purchase” and collectively “Subsequent Note Purchases”). For Purchaser to exercise such Subsequent Note Purchase right, Purchaser shall deliver written notice, to the Company (for clarity notice sent via electronic mail shall satisfy such written notice requirement) electing to exercise such Subsequent Note Purchase right, which notice shall specify the principal amount of the Additional Note to be purchased by such Purchaser (“Subsequent Note Amount”) and the date on which such purchase and sale shall occur (“Subsequent Note Closing”), which Subsequent Note Closing shall occur within five (5) days following upon such notice date as decided by such the Purchaser, or such other date mutually agreed upon by the Purchaser and Company. The terms and conditions of any Subsequent Note Purchase shall be identical to the terms and conditions set forth in this Agreement applicable to the sale of the Note on the date hereof, including without limitation each Subsequent Note will be in the form of the Note issued hereto, provided that the Maturity Date thereunder shall be on ninth (9th) month from the Subsequent Note’s issue date. Further, if a warrant to purchase Company’s common stock was issued pursuant to this Agreement then Purchaser shall receive a warrant in the form as the same form and substance as the warrant issued pursuant to this Agreement (“Subsequent Warrant”), provided that the Termination Date of the Additional Warrant shall be the fifth (5th) anniversary from the issue date of the Subsequent Warrant. On or prior to any Subsequent Note Closing(s), the Company and the Purchaser shall, upon Purchaser’s request, execute and deliver a new securities purchase agreement with respect to the Subsequent Note Purchase(s) in the same form and substance as this Agreement (each a “Subsequent Purchase Agreement and collectively “Subsequent Purchase Agreements”), mutatis mutandis, and all the representations, warrantieswarrants, covenants, indemnities and conditions set forth herein shall be included and incorporated with respect to such Note Purchase, mutatis mutandis. Purchaser may assign its Subsequent Note Purchase right hereunder to any affiliate of such Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lingerie Fighting Championships, Inc.)

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