Common use of No Commitment for Additional Financing Clause in Contracts

No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein and cooperation in connection with the Company’s proposed initial public offering (“IPO”) as described in the Transaction Documents. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by the Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Purchaser or its representatives, and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation, other than in connection with the IPO, to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.), Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)

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No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser none of the Investors has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares Securities as set forth herein and subject to the conditions set forth herein and cooperation in connection with the Company’s proposed initial public offering (“IPO”) as described in the Transaction DocumentsCredit Agreement and related agreements contemplated by Section 4.14 and Section 5.4. In addition, the Company acknowledges and agrees that that, except as set forth in the Credit Agreement (i) no statements, whether written or oral, made by the Purchaser an Investor or its respective representatives on or after the date of this Agreement hereof shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Purchaser an Investor or its representatives, respective representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser an Investor and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser Each Investor shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, Company and shall have no obligation, other than in connection with the IPO, obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistanceassistance except as set forth in the Credit Agreement.

Appears in 2 contracts

Samples: Adoption Agreement (Fulcrum Bioenergy Inc), Series C Preferred Stock Purchase Agreement (Fulcrum Bioenergy Inc)

No Commitment for Additional Financing. The Issuer and the Company acknowledges acknowledge and agrees agree that no Purchaser has the Investors have not made any representation, undertaking, commitment or agreement to provide or assist the Issuer or the Company in obtaining any financing, investment or other assistance, other than to purchase the purchase of the Shares Convertible Notes as set forth herein and subject to the conditions set forth herein and cooperation in connection with the Company’s proposed initial public offering (“IPO”) as described in the Transaction Documentsherein. In addition, the Issuer and the Company acknowledges acknowledge and agrees agree that (ia) no statements, whether written or oral, made by the Purchaser Investors or its representatives their Representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Issuer or the Company in obtaining any financing or investment, (iib) neither the Issuer or the Company shall not rely on any such statement to the effect described in clause (a) by the Purchaser Investors or its representativestheir Representatives, and (iiic) an obligation, commitment or agreement to provide or assist the Issuer or the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser Investors, the Issuer and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser Investors shall have the right, in its their sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Issuer or the Company, and shall have no obligation, other than in connection with the IPO, obligation to assist or cooperate with the Issuer or the Company in obtaining any financing, investment or other assistance.

Appears in 2 contracts

Samples: Subscription Agreement (DiamondHead Holdings Corp.), Subscription Agreement (DiamondHead Holdings Corp.)

No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser Subscriber has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase subscription of the Shares as set forth herein and that certain Convertible Loan Agreement dated on or around December 16, 2015 and subject to the conditions set forth herein and cooperation in connection with the Company’s proposed initial public offering (“IPO”) as described in the Transaction Documentstherein. In addition, the Company acknowledges and agrees that (i) no statements, whether CRIPSR Therapeutics - Participation Agreement written or oral, made by the Purchaser Subscriber or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Purchaser Subscriber or its representatives, representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser Subscriber and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser Subscriber shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation, other than in connection with the IPO, obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

Appears in 1 contract

Samples: Subscription Agreement (CRISPR Therapeutics AG)

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No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser neither Xxxxx Capital Investors nor any of its Affiliates has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase exchange of the Shares Exchanges Units for the Preferred Tracking Stock as set forth herein and subject to the conditions set forth herein and cooperation in connection with the Company’s proposed initial public offering (“IPO”) as described in the Transaction Documentsherein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by the Purchaser Xxxxx Capital Investors or its representatives or Affiliates on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Purchaser Xxxxx Capital Investors or its representatives, representatives or Affiliates and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser Xxxxx Capital Investors and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser Xxxxx Capital Investors and its Affiliates shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, Company and shall have no obligation, other than in connection with the IPO, obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

Appears in 1 contract

Samples: Exchange Agreement (iBio, Inc.)

No Commitment for Additional Financing. The Each of the Company and DemeRx acknowledges and agrees that no Purchaser ATAI has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein and cooperation in connection with herein, including the Company’s proposed initial public offering (“IPO”) as described in performance by ATAI of its obligations under the Transaction DocumentsATAI Note. In addition, each of the Company and DemeRx acknowledges and agrees that (i) no statements, whether written or oral, made by the Purchaser ATAI or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Purchaser ATAI or its representatives, and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Purchaser ATAI and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser ATAI shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation, other than in connection with the IPO, obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (ATAI Life Sciences B.V.)

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