Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Bioheart, Inc.), Registration Rights Agreement, Common Stock Purchase Agreement (Bioheart, Inc.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Santo Mining Corp.), Common Stock Purchase Agreement (Terra Tech Corp.), Common Stock Purchase Agreement (American Petro-Hunter Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline~~ therefor; (~~as defined in the~~ d) while a Registration ~~Rights Agreement)~~Statement, or ~~(B) the Company is otherwise in breach or default in~~ any ~~material respect under any of the other provisions of the Registration Rights Agreement~~post-effective amendment thereto, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 30 consecutive Trading Days or for more than an aggregate of 60 120 Trading Days in any 365-day period, other than due to acts of the Investor; or (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Days. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Nikola Corp), Common Stock Purchase Agreement (MMTec, Inc.), Common Stock Purchase Agreement (Nikola Corp)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(iv) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third party or ~~shall have determined~~ determines to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate ~~at any time~~ outside a Pricing Period, but otherwise during the Investment ~~Period~~ Period, a Similar Financing, an ATM or a Price Reset ~~Provision;~~ Provision (~~iii) a Fundamental Transaction~~ in which case the Company shall so notify the Investor within 48 hours thereof), then in all such cases, subject to Section 7.3, the Investor shall have ~~occurred;~~ the right to terminate this Agreement within the subsequent 30-day period (~~iv) (A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement"Event Period"), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 effective upon one Trading ~~Days after~~ Day's prior written notice ~~of such failure, breach or default is~~ delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with Section 9.4 at any time during the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day's prior written notice delivered to the Company in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any new condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred subsequent to the Effective Date; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Securities or to the Investor for the resale of Securities, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; (v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; (vi) (A) a new default or event of default, which has lead to an acceleration of Indebtedness, has occurred subsequent to the Effective Date and is continuing under the terms of any agreement, contract, note or other instrument to which the Company or any of its Subsidiaries is a party with respect to any Indebtedness representing more than 2.0% of the ~~events set forth~~ Company's consolidated assets or (B) any third party has taken steps to foreclose on its security interests in assets of the ~~immediately preceding sentence~~Company representing more than 2.0% of the Company's consolidated assets under the terms of any agreement, contract, note or other instrument to which the Company or any of its Subsidiaries is a party with respect to any secured Indebtedness, or (vii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.), Common Stock Purchase Agreement (DryShips Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 sixty (60) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the ~~Common Stock~~ Shares on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market, the Company shall publicly disclose such information in accordance with Regulation FD FD, if applicable, and the applicable rules and regulations of the ~~Trading Market)~~ Principal Market upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 3 contracts

Samples: Share Purchase Agreement (Moolec Science SA), Share Purchase Agreement (Moolec Science SA), Share Purchase Agreement (Vertical Aerospace Ltd.)

Other Termination. Subject to Section ~~8.3~~7.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however, that (i) the Company shall have issued all applicable Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 9.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Prospectus Supplement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~9.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company (as applicable) pursuant to Section ~~10.4~~9.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under ~~applicable law~~Applicable Law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Cero Therapeutics Holdings, Inc.), Common Stock Purchase Agreement (Phoenix Biotech Acquisition Corp.), Common Stock Purchase Agreement (Navidea Biopharmaceuticals, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Business Warrior Corp), Common Stock Purchase Agreement (Life Clips, Inc.), Common Stock Purchase Agreement (Adial Pharmaceuticals, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days~~ Days; or ~~for more than an aggregate of 20 Trading Days in any 365-day period;~~ (~~vii~~f) the Company ~~has filed for and/or is subject to any bankruptcy, insolvency, reorganization~~ or ~~liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for~~ the ~~relief of debtors instituted by or against the Company or (viii) the Company~~ Operating Partnership is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company or the Operating Partnership (as applicable) pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc), Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Professional Diversity Network, Inc.), Common Stock Purchase Agreement (Verb Technology Company, Inc.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have provided the Investor an Aggregation Notice pursuant to Section 6.7(ii), or the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Microvision Inc), Common Stock Purchase Agreement (Emcore Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Initial Commitment Shares required to be issued to the Investor under Section 10.1(ii)(a) and all Additional Commitment Shares, if any, required to be issued to the Investor under Section 10.1(ii)(b), and shall have paid the Document Preparation Fee to the Investor or its counsel required to be paid pursuant to Section 10.1(i) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Crown Electrokinetics Corp.), Common Stock Purchase Agreement (Biohitech Global, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiia) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bb) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 60 Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vc) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 45 consecutive Trading Days or for more than an aggregate of 60 90 Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 20 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, under the applicable rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or such Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Aesther Healthcare Acquisition Corp.), Common Stock Purchase Agreement (Aesther Healthcare Acquisition Corp.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have (A) paid the Cash Commitment Fee required to be paid to the Investor, issued all of the Commitment Shares required to be issued to the Investor and paid all or such portion of the Cash Make-Whole Payment required to be paid to the Investor (as applicable), in each case pursuant to Section 10.1(ii) of this Agreement, and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Monogram Orthopaedics Inc), Common Stock Purchase Agreement (Monogram Orthopaedics Inc)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Santo Mining Corp.), Common Stock Purchase Agreement (American Petro-Hunter Inc)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Kv Pharmaceutical Co /De/), Common Stock Purchase Agreement (Microvision Inc)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the ~~Filing Deadline~~ filing deadline (as ~~defined~~ described in the Registration Rights Agreement) or declared effective by within six (6) months of the ~~Effectiveness Deadline (as defined in the Registration Rights Agreement)~~date hereof, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (viii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (viiv) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (~~vii~~v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Soul & Vibe Interactive Inc.), Common Stock Purchase Agreement (Soul & Vibe Interactive Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and shall have paid the Investor Expense Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one (1) Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default (describing such failure, breach or default with reasonable particularity) in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 one hundred twenty (120) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence. Notwithstanding anything else to the contrary in this Section 8.2, the Investor shall have the right to terminate this Agreement by written notice to the Company, at any time prior to the Closing.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Edoc Acquisition Corp.), Common Stock Purchase Agreement (Edoc Acquisition Corp.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have ~~entered into any agreement, plan, arrangement or transaction with a third party or shall have determined~~ provided the Investor an Aggregation Notice pursuant to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset ProvisionSection 6.7(ii); (iii) a Fundamental Transaction shall have ~~occurred~~occurred or the Company shall have entered into a definitive agreement providing for a Fundamental Transaction; (iv~~) (A~~) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights ~~Agreement and the Investor holds any Registrable Securities~~Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Celsion CORP)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Commitment Shares to the extent accrued to the Investor prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 15 Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 45 consecutive Trading Days or for more than an aggregate of 60 90 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 15 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, under the applicable rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or such Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Peak Bio, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have (A) issued all of the Commitment Shares required to be issued to the Investor and paid all or such portion of the Cash Make-Whole Payment required to be paid to the Investor (as applicable), in each case pursuant to Section 10.1(ii) of this Agreement, and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (MultiSensor AI Holdings, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued any Commitment Shares required to be paid to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement, prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have ~~occurred~~occurred without the consent of the Investor; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in material breach or default in any material respect under any of the ~~other~~ provisions of the Registration Rights ~~Agreement, and in the case of this clause (B)~~Agreement and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 Trading Days after written notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities and included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 60 consecutive Trading Days or for more than an aggregate of 60 120 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after written notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (PishPosh, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.5; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiia) a Fundamental Transaction shall have occurred; (~~iv) (A~~b) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission (or otherwise become effective) by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vc) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (~~including, without limitation,~~ including the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares are then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, ~~including, without limitation,~~ including Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Iris Energy LTD)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third party or ~~shall have determined~~ determines to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate ~~at any time~~ outside a Pricing Period, but otherwise during the Investment ~~Period~~ Period, a Similar Financing, an ATM or a Price Reset ~~Provision;~~ Provision (~~iii) a Fundamental Transaction~~ in which case the Company shall so notify the Investor within 48 hours thereof), then in all such cases, subject to Section 7.3, the Investor shall have ~~occurred;~~ the right to terminate this Agreement within the subsequent 30-day period (~~iv) (A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement“Event Period”), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 effective upon one Trading ~~Days after~~ Day’s prior written notice ~~of such failure, breach or default is~~ delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with Section 9.4 at any time during the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of ~~any~~ facts or event constituting a Material Adverse Effect has occurred; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the ~~events set forth~~ Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Securities or to the Investor for the resale of Securities, and such lapse or unavailability continues for a period of 30 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the ~~immediately preceding sentence~~Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 30 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period; (v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; or (vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 20 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4 provided that there are no outstanding Advance Notices, the Common Shares under which have yet to be issued; further provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is ~~continuing~~continuing or constituting a failure of a condition section forth in Section 7.2, which cannot be cured within 10 business days; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post- effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Company Common Stock Purchase Agreement (MSP Recovery, Inc.)

Other Termination. Subject to Section ~~8.3~~7.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 9.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~9.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company (as applicable) pursuant to Section ~~10.4~~9.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under ~~applicable law~~Applicable Law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (cbdMD, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Commitment Fee to the Investor pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Biotech Acquisition Co)

Other Termination. Subject to Section ~~8.3~~7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (ivc) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or the Registration ~~Statement~~Statement or any post-effective amendment thereto, ~~the Prospectus~~ or any Prospectus Supplement is otherwise becomes unavailable to the Investor for the ~~resale~~ sale of all of the ~~Registrable~~ Securities ~~in accordance with the terms of the Registration Rights Agreement~~included therein, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiie) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4; (f) the Company shall not have obtained the Shareholder Approval on or prior to June 30, 2023; (g) a final statute, rule, regulation, order, decree, writ, ruling or injunction shall have been issued, enacted, entered or promulgated by a court or Governmental Entity of competent jurisdiction that prohibits, enjoins materially modifies or materially delays any of the transactions contemplated by this Agreement, or that requires the Company or any Subsidiary of the Company to pay material damages, or finds or concludes that the Company, any Subsidiary of the Company or any officer, director or Affiliate of the Company or any Subsidiary of the Company has violated any U.S. federal securities laws or rules, including, without limitation, any provision of the Securities Act or the Exchange Act, or any state securities or “Blue Sky” laws, or any U.S federal or state antifraud laws or rules; or (h) other than as disclosed in Commission Documents filed with the Commission on or prior to the date of this Agreement, an action, suit or proceeding before an arbitrator or a court or Governmental Entity of competent jurisdiction shall have been commenced, or a formal investigation by a Governmental Entity of competent jurisdiction shall have been commenced against the Company, any Subsidiary of the Company, or any officer, director or Affiliate of the Company or any Subsidiary of the Company, either seeking to restrain, prevent or materially modify or materially delay any of the transactions contemplated by this Agreement or involving any claim or cause of action alleging any violation of any U.S. federal securities laws or rules, including, without limitation, any provision of the Securities Act or the Exchange Act, or any state securities or “Blue Sky” laws, or any U.S federal or state antifraud laws or rules by the Company, any Subsidiary of the Company or any officer, director or Affiliate of the Company or any Subsidiary of the Company, in each case, which has not been dismissed with prejudice within 120 days after commencement thereof by final and non-appealable order, decree, writ, ruling or judgment of such arbitrator, court or Governmental Entity of competent jurisdiction, without prohibiting, enjoining, materially modifying or materially delaying any of the transactions contemplated by this Agreement, or finding or concluding that the Company, any Subsidiary of the Company or any officer, director or Affiliate of the Company or any Subsidiary of the Company has violated any U.S. federal securities laws or rules, including, without limitation, any provision of the Securities Act or the Exchange Act, or any state securities or “Blue Sky” laws, or any U.S federal or state antifraud laws or rules. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Arcimoto Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Cinedigm Corp.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Upfront Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 sixty (60) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading Market,~~ Principal Market the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Embark Technology, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wejo Group LTD)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares is then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, ~~including, without limitation, Regulation FD promulgated by the Commission,~~ or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with ~~Regulation FD and~~ the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Sono Group N.V.)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third party or ~~shall have determined~~ determines to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate ~~at any time~~ outside a Pricing Period, but otherwise during the Investment ~~Period~~ Period, a Similar Financing, an ATM or a Price Reset ~~Provision;~~ Provision (~~iii) a Fundamental Transaction~~ in which case the Company shall so notify the Investor within 48 hours thereof), then in all such cases, subject to Section 7.3, the Investor shall have ~~occurred;~~ the right to terminate this Agreement within the subsequent 30-day period (~~iv) (A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement“Event Period”), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 effective upon one Trading ~~Days after~~ Day’s prior written notice ~~of such failure, breach or default is~~ delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with Section 9.4 at any time during the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of ~~any~~ facts or event constituting a Material Adverse Effect has occurred; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the ~~events set forth~~ Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Securities or to the Investor for the resale of Securities, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the ~~immediately preceding sentence~~Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; (v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; or (vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Santa Fe Gold CORP)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.5; provided, however, that (i) the Company shall have (A) paid the Commitment Fee required to be paid to the Investor pursuant to Section 10.1(ii), and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i), in each case in this clause (i) to the extent such fees or Shares are due and payable prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~10.5, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~10.5; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares are then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.5. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Bitdeer Technologies Group)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Investor Expense Reimbursement required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares is then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, ~~including, without limitation, Regulation FD promulgated by the Commission,~~ or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with ~~Regulation FD and~~ the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Tritium DCFC LTD)

Appears in 1 contract

Samples: Share Purchase Agreement (Vertical Aerospace Ltd.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public disclosure, with respect to such termination, the Company shall consult with the Investor and comment on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or (i) event constituting a Material Adverse Effect has occurred and is ~~continuing;~~ continuing or (ii) ~~the Company shall have entered into any agreement, plan, arrangement or transaction with~~ constitutes (in Investor’s judgement) a ~~third party or shall have determined to utilize any existing agreement, plan or arrangement with~~ failure of a ~~third party,~~ condition set forth in ~~each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision~~Section 7.2; (~~iii~~b) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Soundhound Ai, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Upfront Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three-~~day~~ hundred-and-sixty-five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading Market,~~ Principal Market the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Lucid Diagnostics Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have delivered the Upfront Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have ~~occurred~~occurred (other than the Merger); (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiif) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement or (g) there have been any developments, including any new or amended Contracts between the Company or any of its Subsidiaries and its customers or any changes in applicable law, that would reasonably be expected to result in a violation by the Company or any of its Subsidiaries of applicable law. In addition, the Investor shall have the right to terminate this Agreement immediately if, (1) on the seventh (7th) Trading Day following the Merger Closing, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company, is less than $100 million (calculated by multiplying (x) the price at which the common equity of the Company closed on the Principal Market on such date by (y) the number of outstanding shares on such date) as of that date or (2) the Company receives a written notice from the Principal Market notifying the Company of the Principal Market’s intention to de-list the Company for reasons related to the Company’s violation of law. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading Market,~~ Principal Market the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence. Certain confidential information contained in this document, marked by [***], has been omitted because the Tuatara Capital Acquisition Corporation (the “Company”) has determined that the information (i) is not material and (ii) contains personal information.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Tuatara Capital Acquisition Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Upfront Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement and any Delayed Commitment Fee to the Investor required to be paid pursuant to Section 3.6 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiia) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bb) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of the Registration Rights~~ its covenants and agreements in this Purchase Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) contains personal information. such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vc) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of ~~the Registration Rights~~ this Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of ~~the Registration Rights~~ this Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vid) trading in the Common ~~Stock~~ Shares on the ~~Trading~~ Principal Market (or if the Common Shares is then listed on an Principal Market, trading in the Common Shares on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Shares is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Shares Purchase Agreement (Roivant Sciences Ltd.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have (A) issued all of the Commitment Shares required to be issued to the Investor, paid the Cash Commitment Fee required to be paid to the Investor (to the extent the full amount of the Cash Commitment Fee shall not theretofore have been withheld by the Investor from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase (or the first Intraday VWAP Purchase, as applicable) effected by the Company pursuant to this Agreement), and paid all or such portion of the Cash Make-Whole Payment required to be paid to the Investor (as applicable), in each case pursuant to Section 10.1(ii) of this Agreement, and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Spectral AI, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one (1) Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default (describing such failure, breach or default with reasonable particularity) is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.Prospectus

Appears in 1 contract

Samples: Share Purchase Agreement (Arrival)

Other Termination. Subject to Section ~~8.3~~9.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 11.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 9.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 9.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~11.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission (or otherwise become effective) by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~11.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (~~including, without limitation,~~ including the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~11.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, ~~including, without limitation,~~ including Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Eagle Point Income Co Inc.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Amyris, Inc.)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third party or ~~shall have determined~~ determines to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate ~~at any time~~ outside a Pricing Period, but otherwise during the Investment ~~Period~~ Period, a Similar Financing, an ATM or a Price Reset ~~Provision;~~ Provision (~~iii) a Fundamental Transaction~~ in which case the Company shall so notify the Investor within 48 hours thereof), then in all such cases, subject to Section 7.3, the Investor shall have ~~occurred;~~ the right to terminate this Agreement within the subsequent 30-day period (~~iv) (A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement“Event Period”), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 effective upon one Trading ~~Days after~~ Day’s prior written notice ~~of such failure, breach or default is~~ delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with Section 9.4 at any time during the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of ~~any~~ facts or event constituting a Material Adverse Effect has occurred; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the ~~events set forth~~ Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Shares or to the Investor for the resale of Shares, and such lapse or unavailability continues for a period of 30 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the ~~immediately preceding sentence~~Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 30 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period; (v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; or (vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 20 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Trius Therapeutics Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall remain obligated with respect to all due and payable Commitment Fee amounts to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is ~~continuing~~continuing or constituting a failure of a condition section forth in Section 7.2, which cannot be cured within 10 business days; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have ~~occurred~~occurred (excluding the Business Combination, if applicable); (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post- effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Notwithstanding anything to the contrary in this Agreement, no obligation, including the obligation to pay to Investor the Commitment Fee, shall arise until the consummation of the business combination (the “Business Combination”). If the Merger Agreement is terminated, other than in connection with the consummation of the Business Combination, then this Agreement shall be terminated and of no further effect, without any liability of any party hereunder. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Company Common Stock Purchase Agreement (Lionheart Acquisition Corp. II)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the 50 DOCPROPERTY "CUS_DocIDChunk0" Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Gelesis Holdings, Inc.)

Other Termination. ~~Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if:~~ If (~~i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii~~a) the Company terminates the Employee without Cause; (b) the Employee terminates his employment with the Company for Good Reason; or (c) the Company or its successor terminates the Employee without Cause or the Employee terminates his employment for Good Reason during the 12-month period following a Change of Control, then such termination will be subject to the Company’s then-effective Executive Severance and Change of Control Benefit Plan. As used herein, the term “Good Reason” shall ~~have entered into~~ mean the occurrence of any ~~agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party~~of the following, in each case ~~the principal purpose of which is to implement, effect or consummate at any time~~ during the ~~Investment Period~~ Term without the Employee’s written consent: (a) a ~~Similar Financing~~material reduction in the Employee’s Base Salary, ~~an ATM or~~ other than a ~~Price Reset Provision~~general reduction in Base Salary that affects all similarly situated employees in substantially the same proportions; (~~iii~~b) a ~~Fundamental Transaction shall have occurred~~material reduction in the Employee’s Incentive Bonus opportunity; (ivc) a relocation of the Employee’s principal place of employment by more than 50 miles; (Ad) any material breach by the Company of any material provision of this Agreement; (e) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in Company’s failure to obtain an agreement from any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered successor to the Company ~~pursuant~~ to ~~Section 10.4~~assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; and/or (f) a material, adverse change in the Employee’s title, authority, duties or responsibilities; provided, however, that cessation of Employee’s Executive Chairman duties shall not constitute Good Reason hereunder. The term “Change of Control” means the occurrence of one or more of the following events: (a) a sale of all or substantially all of the assets of the Company; (vb) ~~while~~ the ~~Registration Statement is required to be maintained effective pursuant to the terms~~ acquisition of more than 50% of the ~~Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness~~ voting power of the ~~Registration Statement lapses for~~ outstanding securities of the Company by one or more persons or entities by means of any ~~reason~~ transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation) unless the ~~issuance~~ Company’s stockholders of ~~a stop order) or the Registration Statement~~record as constituted immediately prior to such acquisition will, ~~the Prospectus or any Prospectus Supplement is otherwise unavailable~~ immediately after such acquisition (by virtue of their continuing to ~~the Investor~~ hold such stock and/or their receipt in exchange therefor of securities issued as consideration for the ~~resale of all~~ Company’s outstanding stock) hold at least 50% of the ~~Registrable Securities in accordance with the terms~~ voting power of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts outstanding securities of the ~~Investor~~surviving or acquiring entity; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~c) any reorganization, merger or consolidation in which the Company is ~~in material breach or default~~ not the surviving entity, excluding any merger effected exclusively for the purpose of ~~this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to~~ changing the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations domicile of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentenceCompany.

Appears in 1 contract

Samples: Employment Agreement (SomaLogic, Inc.)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third party or ~~shall have determined~~ determines to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate ~~at any time~~ outside a Pricing Period, but otherwise during the Investment ~~Period~~ Period, a Similar Financing, an ATM or a Price Reset ~~Provision;~~ Provision (~~iii) a Fundamental Transaction~~ in which case the Company shall so notify the Investor within 48 hours thereof), then in all such cases, subject to Section 7.3, the Investor shall have ~~occurred;~~ the right to terminate this Agreement within the subsequent 30-day period (~~iv) (A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement“Event Period”), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 effective upon one Trading ~~Days after~~ Day’s prior written notice ~~of such failure, breach or default is~~ delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with Section 9.4 at any time during the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of ~~any~~ facts or event constituting a Material Adverse Effect has occurred; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the ~~events set forth~~ Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Shares or to the Investor for the resale of Shares, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the ~~immediately preceding sentence~~Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; (v) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company; or (vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (EnteroMedics Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have delivered the Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or ~~event~~ events constituting a Material Adverse Effect has occurred and is continuing; , (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have ~~occurred~~occurred (other than the Merger); (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. In addition, the Investor shall have the right to terminate this Agreement immediately if, on the seventh Trading Day following the closing of the Merger, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company, is less than $100 million (calculated by multiplying (x) the price at which the common equity of the Company closed on the Principal Market on such date (y) the number outstanding shares on such date) as of that date. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Delwinds Insurance Acquisition Corp.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing~~, an ATM or a Price Reset Provision~~; (iii) a Fundamental Transaction shall have occurred; (iv~~) (A~~) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Globalstar, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement, and shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Bed Bath & Beyond Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement and such number of Additional Commitment Shares required to be issued to the Investor at or prior to such termination pursuant to Section 10.1(ii)(b) of this Agreement, and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Wavedancer, Inc.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar ~~Financing,~~ Financing or an ~~ATM or a Price Reset Provision~~ATM; (iii) a Fundamental Transaction shall have occurred; (iv~~) (A~~) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Advaxis, Inc.)

Other Termination. Subject to Section ~~8.3~~7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (ivc) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or the Registration ~~Statement~~Statement or any post-effective amendment thereto, ~~the Prospectus~~ or any Prospectus Supplement is otherwise becomes unavailable for the sale to the Investor ~~for the resale~~ of all of the ~~Registrable~~ Securities ~~in accordance with the terms of the Registration Rights Agreement~~included therein, and such lapse or unavailability continues for a period of 20 continues for a period of twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Myomo, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement, and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Rigetti Computing, Inc.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have ~~entered into any agreement, plan, arrangement or transaction with a third party or shall have determined~~ provided the Investor an Aggregation Notice pursuant to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset ProvisionSection 6.7(ii); (iii) a Fundamental Transaction shall have occurred; (iv~~) (A~~) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration ~~Rights Agreement~~Statement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights ~~Agreement and the Investor holds any Registrable Securities~~Agreement, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 10 consecutive Trading Days or for more than an aggregate of 60 30 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 10 consecutive Trading Days or for more than an aggregate of 20 30 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (ARYx Therapeutics, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Commitment Shares to the Investor prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 15 Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 45 consecutive Trading Days or for more than an aggregate of 60 90 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 15 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, under the applicable rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or such Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (HNR Acquisition Corp.)

Other Termination. Subject to Section 8.3, any of ALPA or Carmell Therapeutics, prior to the Business Combination Closing, or the Company, from and after the Business Combination Closing, may terminate this Agreement effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (a) if this Agreement is terminated by any of ALPA, Carmell Therapeutics, the Company or the Investor at any time after the date of this Agreement and prior to the Commencement, then either ALPA or Carmell Therapeutics (prior to the Business Combination Closing) or the Company (after the Business Combination Closing) shall have paid both (i) the entire Investor Expense Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement and (ii) the entire Commitment Fee in cash required to be paid to the Investor pursuant to Section 10.1(ii) of this Agreement, in each case prior to the effective date of such purported termination, and in no event later than 4:00 p.m. (New York City time) on the second (2nd) Trading Day immediately after the date on which written notice of such termination is delivered by the terminating party to each of the other parties hereto pursuant to Section 10.4 of this Agreement, and no such termination of this Agreement shall become effective unless and until the entire Investor Expense Reimbursement and the entire Commitment Fee shall have been paid to the Investor in cash pursuant to this Agreement, and (b) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, ALPA and Carmell Therapeutics, prior to the Business Combination Closing, and the Company, from and after the Business Combination Closing, shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to ALPA and Carmell Therapeutics, prior to the ~~Company~~ Business Combination Closing, or to the Company, from and after the Business Combination Closing, in accordance with Section 10.4, if: (iA) any condition, occurrence, state of facts or event constituting a Material Adverse Effect, a ALPA Material Adverse Effect or a Xxxxxxx Therapeutics Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiiB) a Fundamental Transaction shall have occurred; (~~iv) (A~~C) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline ~~(as defined in the Registration Rights Agreement)~~ therefor or declared effective by the Commission by the applicable Effectiveness Deadline ~~(as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vD) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (viE) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (~~vii~~F) any of ALPA or Carmell Therapeutics (prior to the Business Combination Closing) or the Company ~~has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for~~ (after the ~~relief of debtors instituted by or against the Company or (viii~~Business Combination Closing) ~~the Company~~ is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered by the Investor to the ~~Company~~ breaching party pursuant to Section 10.4; or (G) the Business Combination Closing Date shall not have occurred prior to September 30, 2023. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), ALPA, Carmell Therapeutics or the Company (as applicable) shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Alpha Healthcare Acquisition Corp Iii)

Other Termination. (a) Subject to Section 6.18 and Section 8.3, the Company may terminate this Agreement after the Commencement effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4 (the date of such termination, a “Company Termination Event”); provided, however, that (i) the Company shall have issued the Commitment Shares to the Investor, and paid the Structuring Fee, each as required pursuant to Section 10.1 of this Agreement, and reimbursed the fees and disbursements of legal counsel required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or successor Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiif) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4. Unless notification thereof is required elsewhere in~~ 10.4 of this ~~Agreement~~ Agreement; or (~~in which case such notification shall be provided in accordance with such other provision),~~ g) the Company ~~shall promptly (but in no event later than 24 hours) notify~~ has been required to pay the ~~Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission,~~ Cover Price or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.similar charges under

Appears in 1 contract

Samples: Chef Purchase Agreement (Allurion Technologies, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the entire Commitment Fee to the Investor (in cash or by the issuance of Commitment Shares, as required pursuant to this Agreement) in accordance with this Agreement and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiif) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4; or (g) the Commencement shall not have occurred on or prior to February 15, 2024. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Signing Day Sports, Inc.)

Other Termination. Subject to Section ~~8.3~~7.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however, that (i) the Company shall have issued all applicable Commitment Shares to the Investor and paid the Investor Expense Reimbursement s tprior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Prospectus Supplement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~9.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company (as applicable) pursuant to Section ~~10.4~~9.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under ~~applicable law~~Applicable Law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Annovis Bio, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have delivered the Commitment Fee to the Investor prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 15 Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 45 consecutive Trading Days or for more than an aggregate of 60 90 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 15 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Tempo Automation Holdings, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that: (a) the Company shall have paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1(a) prior to such termination; (b) if this Agreement is terminated by a Party prior to the Effective Date, then, prior to such termination, the Company shall have paid the Commitment Fee to the Investor pursuant to Section 10.1(b); (c) if this Agreement is terminated by a Party after the Effective Date, then, prior to such termination, the Company shall have issued all Commitment Shares to the Investor pursuant to Section 2.4 of this Agreement; and (d) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the Parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (~~iv) (A~~iii) the Initial Registration Statement and any Subsequent Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (viv) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the SEC) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (viv) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the ~~Commission~~SEC, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Interactive Strength, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement, shall have paid all of the Cash Commitment Fee required to be paid to the Investor pursuant to Section 10.1(ii)(b) of this Agreement, and shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sidus Space Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that: (a) the Company shall have paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1(a) of this Agreement prior to such termination; (b) if this Agreement is terminated by a party prior to the Effective Date, then, prior to such termination, the Company shall have paid the Commitment Fee to the Investor pursuant to Section 10.1(b) of this Agreement; (c) if this Agreement is terminated by a party after the Effective Date, then, prior to such termination, the Company shall have issued all Commitment Shares to the Investor pursuant to Section 2.4 of this Agreement; and (d) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (~~iv) (A~~iii) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (viv) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (viv) trading in the Class A Common Stock on the Trading Market (or if the Class A Common Stock is then listed on an Eligible Market, trading in the Class A Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Inspire Veterinary Partners, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that: (a) the Company shall have paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1(a) prior to such termination; and (b) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the Parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (~~iv) (A~~iii) the Initial Registration Statement and any Subsequent Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the SEC by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (viv) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the SEC) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (viv) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~vi) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the ~~Commission~~SEC, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Expion360 Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement and such number of Additional Commitment Shares required to be issued to the Investor at or prior to such termination pursuant to Section 10.1(ii)(b) of this Agreement, and shall have paid the Investor Expense Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Sky Harbour Group Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Upfront Commitment Fee required to be paid to the Investor pursuant to Section 10.1(ii) of this Agreement, prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ~~20 consecutive Trading Days or for~~ more than ~~an aggregate of 60 Trading Days~~ sixty (60) consecutive days or more than two (2) times in any ~~365-day period~~three hundred sixty (360) day, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.5. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Boxed, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company (a) shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement, (b) shall have either issued such number of Additional Commitment Shares required to be issued to the Investor or paid the Additional Commitment Payment to the Investor required to be paid pursuant to Section 10.1(ii)(b) of this Agreement and (c) shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor or its designee pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Beam Global)

Appears in 1 contract

Samples: Share Purchase Agreement (Vertical Aerospace Ltd.)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have provided the Investor an Aggregation Notice pursuant to Section 6.7(ii), or the Company shall have entered into any agreement, plan, arrangement or transaction with a third ~~party or shall have determined to utilize any existing agreement, plan or arrangement with a third~~ party, ~~in each case~~ the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Oncothyreon Inc.)

Other Termination. Subject to Section ~~8.3~~7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (ivc) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or the Registration ~~Statement~~Statement or any post-effective amendment thereto, ~~the Prospectus~~ or any Prospectus Supplement is otherwise becomes unavailable to the Investor for the ~~resale~~ sale of all of the ~~Registrable~~ Securities ~~in accordance with the terms of the Registration Rights Agreement~~included therein, and such lapse or unavailability continues for a period of 20 continues for a period of twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Evofem Biosciences, Inc.)

Other Termination. Subject to Section ~~8.3~~7.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 9.4; provided, however, that (i) the Company shall have issued all applicable Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 9.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure, which consent shall not be unreasonably delayed or withheld. Subject to Section 7.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (ivc) ~~(A) the~~ any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section ~~10.4~~9.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common ~~Stock~~ Shares on the Trading Market (or if the Common Shares are then listed on an Eligible Market, trading in the Common Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company (as applicable) pursuant to Section ~~10.4~~9.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under ~~applicable law~~Applicable Law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Shares are then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Share Purchase Agreement (Aptose Biosciences Inc.)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, then in such cases, subject to Section 7.3, the Investor shall have the right to terminate this Agreement within the subsequent 30-day period (the “Event Period”), effective upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate 9.4 at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4Event Period. ~~Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the~~ The Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and, subject to Section 7.3, the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, upon one Trading Day’s prior written notice delivered to the Company, with a copy of such written notice to the [COFACE Agent], in accordance with Section 9.4 hereof, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of ~~any~~ facts or event constituting a Material Adverse Effect has occurred; (ii) a Fundamental Transaction has occurred or the Company enters into a definitive agreement providing for a Fundamental Transaction; (iii) the effectiveness of the ~~events set forth~~ Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement or the Prospectus is otherwise unavailable to the Company for the sale of Shares or to the Investor for the resale of Shares, and such lapse or unavailability continues for a period of 40 consecutive Trading Days or for more than an aggregate of 90 Trading Days in any 365-day period, other than due to acts of the Investor; (iv) trading in the ~~immediately preceding sentence~~Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; or (v) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 9.4.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Globalstar, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have (A) paid the entire Commitment Fee required to be paid to the Investor pursuant to Section 10.1(ii) of this Agreement and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Mobix Labs, Inc)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public disclosure, with respect to such termination, the Company shall make its reasonable best efforts to provide the Investor and its counsel with an opportunity to review and comment on the form and substance of such press release or other disclosure and the Company’s consent to amend such press release or other disclosure to reflect any comments from the Investor or its counsel shall not be unreasonably withheld. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is ~~continuing~~continuing or prior to Commencement, constituting a failure of a condition set forth in Section 7.2 or Section 7.3, which cannot be reasonably cured by the Company within fifteen (15) days; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. In addition, the Investor shall have the right to terminate this Agreement immediately if, on the seventh Trading Day following the closing of the Mergers, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company, is less than $100 million (calculated by multiplying (x) the price at which the common equity of the Company on the Principal Market on such date by (y) the number of outstanding shares of such date) as of that date. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Kludein I Acquisition Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (ACE Convergence Acquisition Corp.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have either (a) issued all Commitment Shares to the Investor or (b) paid the Commitment Payment to the Investor, as applicable, and shall have paid the Expense Reimbursement Amount required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one (1) Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default (describing such failure, breach or default with reasonable particularity) in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 30 consecutive Trading Days or for more than an aggregate of 60 120 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (IronNet, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) the Business Combination Closing shall not have occurred prior to June 30, 2022; (b) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiic) a Fundamental Transaction shall have occurred; (~~iv) (A~~d) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (ve) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty (40) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vif) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares is then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~g) any of SWVL, Holdings or the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 five (5) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, ~~including, without limitation, Regulation FD promulgated by the Commission,~~ or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with ~~Regulation FD and~~ the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Pivotal Holdings Corp)

Other Termination. Subject to Section ~~8.3~~7.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section ~~10.4~~9.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (ivc) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or the Registration ~~Statement~~Statement or any post-effective amendment thereto, ~~the Prospectus~~ or any Prospectus Supplement is otherwise becomes unavailable to the Investor for the ~~resale~~ sale of all of the ~~Registrable~~ Securities ~~in accordance with the terms of the Registration Rights Agreement~~included therein, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vid) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~e) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (CV Sciences, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Upfront Commitment Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is ~~continuing~~continuing or prior to Commencement, constituting a failure of a condition set forth in Section 7.2, which cannot be cured within 10 business days; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. In addition, the Investor shall have the right to terminate this Agreement immediately if, on the seventh Trading Day following the closing of the Business Combination, the aggregate market value of the outstanding Common Equity, is less than $100 million (calculated by multiplying (x) the price at which the Common Stock of the Company closed on the Principal Market on such date by (y) the number of outstanding shares of Common Equity as of such date) as of that date. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Proptech Investment Corp. Ii)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of ~~five~~ three consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Bio Key International Inc)

Other Termination. ~~Subject~~ If the Company provides the Investor with an Other Financing Notice (other than in respect of an underwritten public offering of equity securities of the Company or a registered direct public offering of equity securities of the Company) or an Integration Notice, in each case pursuant to Section ~~8.3~~5.6(ii) of this Agreement, ~~the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to~~ or if the Company ~~in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered~~ otherwise enters into any agreement, plan, arrangement or transaction with a third ~~party or shall have determined to utilize any existing agreement, plan or arrangement with a third~~ party, ~~in each case~~ the principal purpose of which is to ~~implement~~obtain outside a Pricing Period, ~~effect~~ but otherwise during the Investment Period, an Other Financing not constituting an Acceptable Financing (other than in respect of an underwritten public offering of equity securities of the Company or ~~consummate~~ a registered direct public offering of equity securities of the Company), in which latter case the Company shall so notify the Investor within 48 hours thereof, then in all such cases the Investor shall have the right to terminate this Agreement within the subsequent 30-day period (the “Event Period”), effective upon one Trading Day’s prior written notice delivered to the Company in accordance with Section 9.4 at any time during the ~~Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction~~ Event Period. The Company shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (B) the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, and in the case of this clause (B), if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and notify the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vi) trading in the Common Stock on the Trading Market shall have been suspended and such suspension continues for a period of five consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (as soon as reasonably practicable but in no event later than 24 ~~hours) notify the Investor~~ hours (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market), and the Investor shall have the right to terminate this Agreement at any time after receipt of such notification, if: (i) ~~upon becoming aware~~ any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred; (ii) a Material Change in Ownership has occurred or the Company enters into a definitive agreement providing for a Material Change in Ownership; or (iii) a default or event of default has occurred and is continuing under the terms of any agreement, contract, note or other instrument to which the Company or any of its Subsidiaries is a party with respect to any indebtedness for borrowed money representing more than 10% of the ~~events set forth~~ Company’s consolidated assets, in any such case, upon one Trading Day’s prior written notice delivered to the ~~immediately preceding sentence~~Company in accordance with Section 9.4 hereof.

Appears in 1 contract

Samples: Common Share Purchase Agreement (Xoma LTD /De/)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the ~~Filing Deadline~~ filing deadline (as ~~defined~~ described in the Registration Rights Agreement) or declared effective by within six (6) months of the ~~Effectiveness Deadline (as defined in the Registration Rights Agreement)~~date hereof, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vii) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (viiii) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (~~vii~~iv) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~v) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence, provided, however, that in the case of each of (i) and (v) noted in the prior sentence, each such event has occurred because of the Company’s act or omission to act.”

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Soul & Vibe Interactive Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement and such number of Additional Commitment Shares required to be issued to the Investor at or prior to such termination pursuant to Section 10.1(ii)(b) of this Agreement, and shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Astra Space, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline ~~(as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline~~ therefor (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Star Alliance International Corp.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have paid the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement and shall have paid the Document Preparation Fee and reimbursed the fees and disbursements of legal counsel required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or successor Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiif) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; or (g) the Company has been required to pay the Cover Price or similar charges under Section 3.2 of this Agreement more than twice. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or successor Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or successor Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Chef Purchase Agreement (Senti Biosciences, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading ~~Days or for more than an aggregate of 60 Trading Days in any 365-day period~~Days, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days~~ Days; or ~~for more than an aggregate of 20 Trading Days in any 365-day period;~~ (~~vii~~f) the Company ~~has filed for and/or is subject to any bankruptcy, insolvency, reorganization~~ or ~~liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for~~ the ~~relief of debtors instituted by or against the Company or (viii) the Company~~ Operating Partnership is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company or the Operating Partnership (as applicable) pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or if the Common Stock is then listed on an Eligible Market, the rules and regulations of such Eligible Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market, or the applicable rules and regulations of such Eligible Market, as applicable) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ashford Hospitality Trust Inc)

Other Termination. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (i) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have provided the Investor an Aggregation Notice pursuant to Section 6.7(ii), or the Company shall have entered into any agreement, plan, arrangement or transaction with a third ~~party or shall have determined to utilize any existing agreement, plan or arrangement with a third~~ party, ~~in each case~~ the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iii) a Fundamental Transaction shall have occurred; (iv) ~~(A)~~ the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (v) while the Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the ~~Investor~~Investor (unless all of such Registrable Securities may be resold by the Investor without registration and without any time, volume or manner of sale limitations pursuant to Rule 144); (vi) trading in the Common Stock on the Trading Market shall have been suspended or the Common Stock shall have failed to be listed or quoted on the Trading Market, and such suspension or failure continues for a period of ~~five~~ 20 consecutive Trading Days or for more than an aggregate of 20 60 Trading Days in any 365-day period; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viii) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or 39 under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Omeros Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have caused Exxxxxxx to deliver the Commitment Fee to the Investor prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ three (3) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 15 Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 45 consecutive Trading Days or for more than an aggregate of 60 90 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 15 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (TradeUP Acquisition Corp.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Initial Investor Expense Reimbursement and the Additional Investor Expense Reimbursement, to the extent required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 thirty (30) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in 45 which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Terran Orbital Corp)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and shall have paid the Investor Expense Reimbursement required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon one (1) Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 30 consecutive Trading Days or for more than an aggregate of 60 120 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (AEye, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all Commitment Shares to the Investor and paid all fees and amounts to the Investor’s counsel required to be paid pursuant to Section 10.1 of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Gaucho Group Holdings, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of this Agreement and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Core Scientific, Inc./Tx)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement and such number of Additional Commitment Shares required to be issued to the Investor at or prior to such termination pursuant to Section 10.1(ii)(b) of this Agreement, and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Knightscope, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued the Commitment Shares to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section ~~10.4~~10.4 of this Agreement, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or if the Common Stock is then listed on a Principal Market, trading in the Common Stock on such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (10X Capital Venture Acquisition Corp. II)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii)(a) of this Agreement and, as applicable, all of the Additional Commitment Shares required to be issued to the Investor at or prior to the effective date of such Company termination pursuant to Section 10.1(ii)(b) of this Agreement, and the Company shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor or its counsel at or prior to the effective date of such Company termination pursuant to Section 10.1(i) of this Agreement, in each case prior to such Company termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty (40) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Amprius Technologies, Inc.)

Other Termination. (a) Subject to Section 8.3, the Company may terminate this Agreement after the Commencement effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4 (the date of such termination, a “Company Termination Event”); provided, however, that (i) the Company shall have paid or shall pay the Initial Structuring Fee, as required pursuant to Section 10.1 of this Agreement, and reimbursed the fees and disbursements of legal counsel required to be paid to the Investor or its counsel pursuant to Section 10.1(i) of this Agreement, in each case on January 31, 2024 if terminated prior thereto, (ii) the Company shall have paid or shall pay the Remainder Structuring Fee, as required pursuant to Section 10.1 of this Agreement, on the 6-month anniversary date of the date of this Agreement if terminated prior thereto, and (iii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the ~~Company~~ Company, which notice shall be made in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (iv) (A) the Registration Statement is not filed by the Filing Deadline (as defined in the Registration Rights Agreement) or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement), or (Bc) the Company is ~~otherwise~~ in breach or default in any material respect ~~under~~ of any of ~~the other provisions of~~ its covenants and agreements in the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such ~~failure,~~ breach or default is capable of being cured, such ~~failure,~~ breach or default is not cured within 10 fifteen (15) Trading Days after notice of such ~~failure,~~ breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any ~~365~~three hundred and sixty-~~day~~ five (365)-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the ~~Trading~~ Principal Market (or successor Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (viiif) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section ~~10.4~~10.4 of this Agreement; or (g) the Company has been required to pay the Cover Price or similar charges under Section 3.2 of this Agreement more than twice. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the ~~Trading~~ Principal Market (or successor Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the ~~Trading~~ Principal Market (or successor Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Chef Purchase Agreement (Better Therapeutics, Inc.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon two (2) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have issued all of the Initial Commitment Shares required to be issued to the Investor pursuant to Section 10.1(b)(i) of this Agreement and such number of Additional Commitment Shares required to be issued to the Investor at or prior to such termination pursuant to Section 10.1(b)(ii) of this Agreement, and shall have paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor or its counsel pursuant to Section 10.1(a) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ five (5) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 twenty (20) consecutive Trading Days or for more than an aggregate of 60 sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the ~~Common Stock~~ Ordinary Shares on the Trading Market (or if the Ordinary Shares are then listed on an Eligible Market, trading in the Ordinary Shares on such Eligible Market) shall have been suspended and such suspension continues for a period of ~~five~~ three (3) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Ordinary Shares Purchase Agreement (Pagaya Technologies Ltd.)

Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that (i) the Company shall have (A) issued all of the Commitment Shares required to be issued to the Investor, paid the Cash Commitment Fee required to be paid to the Investor ((to the extent the full amount of the Cash Commitment Fee shall not theretofore have been withheld by the Investor from the total aggregate VWAP Purchase Price payable by the Investor to the Company in connection with the first VWAP Purchase (or the first Intraday VWAP Purchase, as applicable) effected by the Company pursuant to this Agreement), and paid all or such portion of the Cash Make-Whole Payment required to be paid to the Investor (as applicable), in each case pursuant to Section 10.1(ii) of this Agreement, and (B) paid the Initial Investor Expense Reimbursement and all Additional Investor Expense Reimbursement payments required to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii) prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ~~one~~ ten (10) Trading ~~Day’s~~ Days’ prior written notice to the Company in accordance with Section 10.4, if: (ia) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (ii) the Company shall have entered into any agreement, plan, arrangement or transaction with a third party or shall have determined to utilize any existing agreement, plan or arrangement with a third party, in each case the principal purpose of which is to implement, effect or consummate at any time during the Investment Period a Similar Financing, an ATM or a Price Reset Provision; (iiib) a Fundamental Transaction shall have occurred; (~~iv) (A~~c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) ~~or declared effective by the Effectiveness Deadline (as defined in the Registration Rights Agreement)~~therefor, or ~~(B)~~ the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights Agreement, ~~and in the case of this clause (B)~~and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 ten (10) Trading Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (vd) while ~~the~~ a Registration ~~Statement~~ Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of ~~the~~ such Registration ~~Statement~~ Statement, or any post-effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop ~~order~~order by the Commission) or ~~the~~ such Registration ~~Statement~~Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement is thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of 20 forty-five (45) consecutive Trading Days or for more than an aggregate of 60 ninety (90) Trading Days in any 365-day period, other than due to acts of the Investor; (vie) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading ~~Days or for more than an aggregate of 20 Trading Days in any 365-day period~~Days; (vii) the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (~~viii~~f) the Company is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 ten (10) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than 24 twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (GCT Semiconductor Holding, Inc.)

Common use of Other Termination Clause in Contracts