Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders agree that: (i) Commencing on the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”), subject to any applicable Regulations, the Holders, shall be entitled to sell such shares underlying the Securities at the following percentages: a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock traded, and b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together with the MEF Leak Out Percentage, the “Leak Out Percentage”) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day (the “Leak Out”). The Leak Out will remain in effect until the earlier of (i) the date on which the Holders no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit or otherwise require such suspension; provided, however, that only the Company’s Chief Executive Officer or Chief Financial Officer may authorize such suspension. (ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, a Holder may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations. (iii) The Company shall facilitate any conversion notice received from the Holders, and shall cause to be issued such shares, as contained in such conversion notice, on a timely basis, as provided for in the Security.
Appears in 1 contract
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders agree that:
(i) Commencing on the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”)of this Agreement, subject to any applicable Regulations, the Holderseach Holder, as applicable, shall be entitled to convert the Note or Preferred Stock or exercise the Warrant and sell such shares the underlying the Securities at the following percentages:
a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock tradedshares, and
b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together in accordance with the MEF Leak Out Percentage, the “Leak Out Percentage”) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day restrictions contained on Schedule A (the “Leak Out”). The Leak Out will remain in effect until the earlier of (i) the date on which March 12, 2016, unless otherwise expressly extended in writing by the Holders (the “Leak Out Period”), at which time the Holders shall no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing be subject to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit or otherwise require such suspension; providedrestrictions, howeverand shall be entitled to convert and exercise the Securities, that only as the Company’s Chief Executive Officer or Chief Financial Officer Holders in their sole discretion may authorize such suspensiondetermine.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, the Company shall be entitled to a Holder two (2) day cure period (the “Cure Period”). During the Cure Period the Holders shall no longer be subject to the Leak Out restrictions until such time as the Company provides written notification and demonstrable proof that such breach has been cured. If such breach is not cured to the satisfaction of any of the Holders during the Cure Period, any of the Holders may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iii) If at any time the payment schedule as set forth in Schedule B with respect to ▇▇▇▇▇▇ ▇▇▇▇▇ is not met, the Company shall provide written notification of non-payment and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be entitled to effect payment within the Cure Period. If ▇▇▇▇▇▇ ▇▇▇▇ does not pay the amount payable that is due pursuant to Schedule B during such Cure Period, ▇▇▇▇▇▇ ▇▇▇▇▇ agrees not to sell any Common Stock of the Company for 30 calendar days from the date of the missed payment and all other Holders will no longer be subject to the Leak Out restrictions.
(iv) The Company shall facilitate any conversion notice or exercise notice received from the Holders, and shall cause to be issued such shares, as contained in such conversion notice or exercise notice, on a timely basis, as provided for in the respective Security.
Appears in 1 contract
Sources: Leak Out Agreement (Amarantus Bioscience Holdings, Inc.)
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders Holder agree that:
(i) Commencing on the later of the date of this Agreement or the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”)Series B Preferred may, in accordance with its terms becomes convertible, subject to any applicable Regulations, the Holders, Holder shall be entitled to convert the Series B Preferred and sell such shares the underlying the Securities at the following percentages:
a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock tradedshares, and
b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together in accordance with the MEF Leak Out Percentage, the “Leak Out Percentage”restrictions contained under Section 2(b) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day (the “Leak Out”). The Leak Out will remain in effect until so long as any Series B Preferred (as defined in that certain Securities Purchase Agreement, dated July19, 2022, by and among the earlier Company and the investors party thereto) or shares of Series A Preferred Stock of the Company remain outstanding, unless otherwise expressly extended in writing by the Holder (i) the date on “Leak Out Period”), at which time the Holders Holder shall no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing be subject to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit restrictions, and shall be entitled to convert the Securities, as the Holder in their sole discretion may determine. In the event the Company terminates, reduces, waives or otherwise require such suspension; providedmodifies any of the restrictions set forth in any other Leak-Out Agreement executed and delivered on or about the date hereof, however, that only then the Company’s Chief Executive Officer or Chief Financial Officer may authorize such suspensionHolder under this Agreement shall be entitled to the same modification of its restrictions hereunder.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, a the Holder may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iii) The Company shall facilitate any conversion notice received from the HoldersHolder, and shall cause to be issued such shares, as contained in such conversion notice, notice on a timely basis, as provided for in the respective Security.
(b) Commencing on the date of this Agreement, subject to any applicable Regulations, each Holder agrees, on behalf of itself and each affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Holder which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s investments, including in respect of the Securities, or (z) is subject to the Holder’s review or input concerning such affiliate’s investments or trading (collectively, the “Trading Affiliates”), that, on any trading day during the Leak Out Period, the Holder will not, and will cause each of its Trading Affiliates not to, sell, dispose or otherwise transfer, in the aggregate, more than 15% of the composite daily trading volume of the Common Stock as reported by Bloomberg, LP.
Appears in 1 contract
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock Securities under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders Holder agree that:
(i) Commencing on the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”)of this Agreement, subject to any applicable Regulations, the Holders, Holder shall be entitled to receive the Securities, and sell such shares underlying the Securities at the following percentages:
a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock tradedSecurities, and
b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together in accordance with the MEF Leak Out Percentage, the “Leak Out Percentage”restrictions contained under Section 2(b) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day (the “Leak Out”). The Leak Out will remain in effect until so long as any remain outstanding, unless otherwise expressly extended in writing by the earlier of Holder (i) the date on “Leak Out Period”), at which time the Holders Holder shall no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing be subject to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit restrictions, and shall be entitled to convert or exercise the Securities, as applicable, as the Holder in their sole discretion may determine. In the event the Company terminates, reduces, waives or otherwise require such suspension; providedmodifies any of the restrictions set forth in any other Leak-Out Agreement executed and delivered on or about the date hereof, however, that only then the Company’s Chief Executive Officer or Chief Financial Officer may authorize such suspensionHolder under this Agreement shall be entitled to the same modification of its restrictions hereunder.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, a the Holder may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iii) The Company shall facilitate any conversion notice received from the HoldersHolder, and shall cause to be issued such shares, as contained in such conversion notice, notice on a timely basis, as provided for in the respective Security.
(b) Commencing on the date of this Agreement, subject to any applicable Regulations, each Holder agrees, on behalf of itself and each affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the Holder which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s investments, including in respect of the Securities, or (z) is subject to the Holder’s review or input concerning such affiliate’s investments or trading (collectively, the “Trading Affiliates”), that, on any trading day during the Leak Out Period, the Holder will not, and will cause each of its Trading Affiliates not to, sell, dispose or otherwise transfer, in the aggregate, more than 20% of the composite daily trading volume of the Common Stock as reported by Bloomberg, LP.
Appears in 1 contract
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders agree that:
(i) Commencing on the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”)of this Agreement, subject to any applicable Regulations, the Holderseach Holder, as applicable, together with its affiliates, shall be entitled to convert the Note or Preferred Stock or exercise the Warrant and sell such shares the underlying the Securities at the following percentages:
a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock tradedshares, and
b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together in accordance with the MEF Leak Out Percentage, the “Leak Out Percentage”) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day restrictions contained on Schedule A (the “Leak Out”). The Leak Out will remain in effect until the earlier of (i) the date the Company holds a stockholder vote on which whether to increase the Company’s authorized common stock to 500,000,000 shares (including any adjourned meeting dates), or April 30, 2016, unless otherwise expressly extended in writing by the Holders (the “Leak Out Period”), at which time the Holders shall no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing be subject to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit or otherwise require such suspension; providedrestrictions, howeverand shall be entitled to convert and exercise the Securities, that only as the Company’s Chief Executive Officer or Chief Financial Officer Holders in their sole discretion may authorize such suspensiondetermine.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, the Company shall be entitled to a Holder two (2) day cure period (the “Cure Period”). During the Cure Period the Holders shall no longer be subject to the Leak Out restrictions until such time as the Company provides written notification and demonstrable proof that such breach has been cured. If such breach is not cured to the satisfaction of any of the Holders during the Cure Period, any of the Holders may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iii) The Company shall facilitate any conversion notice or exercise notice received from the Holders, and shall cause to be issued such shares, as contained in such conversion notice or exercise notice, on a timely basis, as provided for in the respective Security.
Appears in 1 contract
Sources: Leak Out Agreement (Amarantus Bioscience Holdings, Inc.)
Leak-Out. (a) Except as otherwise expressly provided herein, and subject to any other restrictions prohibiting the conversion, offer, sale or transfer of the shares of Common Stock under applicable United States federal or state securities laws, rules and regulations (collectively, the “Regulations”), the Company and each of the Holders Holder agree that:
(i) Commencing on the date that the Company’s first registration statement registering the shares underlying the Securities goes effective (the “Effective Date”)of this Agreement, subject to any applicable Regulations, the Holders, Holder shall be entitled to convert the Note and sell such shares the underlying the Securities at the following percentages:
a. MEF shall be entitled to sell no more than 2.50% (the “MEF Leak Out Percentage”) of that day’s current dollar volume of Common Stock tradedshares, and
b. DiamondRock shall be entitled to sell no more than 0.25% (the “DR Leak Out Percentage” and, together in accordance with the MEF Leak Out Percentage, the “Leak Out Percentage”restrictions contained under Section 2(b) of that day’s current dollar volume of Common Stock traded; provided, however, that MEF shall be entitled to sell no less than $25,000 each trading day and DiamondRock shall be entitled to sell no less than $2,500 each trading day (the “Leak Out”). The Leak Out will remain in effect until so long as any Notes (as defined in that certain Securities Purchase Agreement, dated October 16, 2024, by and among the earlier Company and the investors party thereto) or shares Common Stock of the Company remain outstanding, unless otherwise expressly extended in writing by the Holder (i) the date on “Leak Out Period”), at which time the Holders Holder shall no longer owns any Debt, or (ii) the date on which the Holders and the Company agree in writing be subject to terminate this Agreement, provided, that such written termination shall be properly disclosed in a current report on Form 8-K with the Securities and Exchange Commission. The Holders and the Company may agree to suspend the Leak Out Percentage for good cause if extraordinary circumstances permit restrictions, and shall be entitled to sell shares of Common Stock, as the Holder in their sole discretion may determine. In the event the Company terminates, reduces, waives or otherwise require such suspension; providedmodifies any of the restrictions set forth in any other Leak-Out Agreement executed and delivered on or about the date hereof, however, that only then the Company’s Chief Executive Officer or Chief Financial Officer may authorize such suspensionHolder under this Agreement shall be entitled to the same modification of its restrictions hereunder.
(ii) Upon a breach of any representation, warranty or covenant of the Company pursuant to this Agreement, a the Holder may submit written notification of such breach to the Company and the Holders shall no longer be subject to the Leak Out restrictions, subject to any applicable Regulations.
(iiib) The Company shall facilitate Commencing on the date of this Agreement, subject to any conversion notice received from applicable Regulations, each Holder agrees, on behalf of itself and each affiliate (as defined in Rule 405 under the HoldersSecurities Act of 1933, as amended) of the Holder which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s investments, including in respect of the Securities, or (z) is subject to the Holder’s review or input concerning such affiliate’s investments or trading (collectively, the “Trading Affiliates”), that, on any trading day during the Leak Out Period, the Holder will not, and shall will cause to be issued such shareseach of its Trading Affiliates not to, as contained in such conversion noticesell, on a timely basisdispose or otherwise transfer, as provided for in the Securityaggregate, more than 10% of the composite daily trading volume of the Common Stock as reported by Bloomberg, LP.
Appears in 1 contract