No Variable Rate Transactions or Related Party Payments Clause Samples
The 'No Variable Rate Transactions or Related Party Payments' clause prohibits the parties from engaging in financial arrangements that involve variable interest rates or payments to related parties. In practice, this means that the borrower cannot enter into loans or other financial instruments with fluctuating rates, nor can they make payments to entities or individuals with whom they have a close relationship, such as affiliates or family members. This clause is designed to prevent conflicts of interest and ensure financial stability and transparency within the transaction, thereby reducing the risk of hidden liabilities or preferential treatment.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, and (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. (i) Until the termination of this Agreement, the Company and each Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction.
(ii) From the date of the Original Agreement and until the date on which the Company is eligible to register the offer and sale of its securities on a Form S-3 and while any Promissory Notes are outstanding, the Company must, in connection with any Subsequent Placement (other than a Subsequent Placement in connection with a Permitted Indebtedness, as described in the Promissory Note) not involving a Variable Rate Transaction, use at least twenty percent (20%) of the net proceeds (after discounts and commissions) received in such Subsequent Placement (other than a Subsequent Placement in connection with a Permitted Indebtedness, as described in the Promissory Note) to repay amounts outstanding under the Promissory Notes.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Notes to be issued hereunder has been repaid (and/or converted) in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, including without limitation any payments in connection with the Three Curve CD, or (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or any security which entitles the holder to acquire Ordinary Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor, and (C) issue or sells any Ordinary Shares or Common Share Equivalents (or any combination thereof) without the prior written consent of the Investor, other than pursuant to an employee equity compensation plan. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Pre-Paid Advance has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, or (B) effect or enter into an agreement to effect a Variable Rate Transaction, except with the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. During the period beginning on the date hereof and ending on the date upon which this Note has been repaid or converted in full, the Company shall not (A) repay any advances or loans to any executives, directors, or employees of the Company or any subsidiary or to make any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company or any subsidiary whether or not such amounts are described on the balance sheets of the Company in any SEC Documents or described in any “Related Party Transactions” section of any SEC Documents, or (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Holder. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Note to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, (B) effect or enter into an agreement to effect a Variable Rate Transaction, except with the Investor, or (C) prior to the effectiveness of the initial Registration Statement, enter into or effect any sales pursuant to an at-the market offering. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, including outstanding and accrued salaries, provided however the Company shall be entitled to pay one half (1/2) of 2022-2024 bonus outstanding as of the Effective Date (“Bonus”) after the First Pre-Advance Closing and one half (1/2) the Bonus after the Second Pre-Advance Closing and (B) effect or enter into an agreement to effect any issuance by the Company of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.
No Variable Rate Transactions or Related Party Payments. During the period beginning on the date hereof and ending on the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, and (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “[****]”.
No Variable Rate Transactions or Related Party Payments. From the date hereof until the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, except as disclosed on Schedule 7.15 prior to the Effective Date, and (B) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or any security which entitles the holder to acquire Common Shares (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor.