Common use of Subsequent Purchases Clause in Contracts

Subsequent Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effect.

Subsequent Purchases. If Pursuant to the first terms of this Agreement, the Seller shall offer for sale to the Purchaser on each Subsequent Purchase Tranche Closing Date all Eligible Receivables originated by the Seller in the calendar month preceding such Subsequent Purchase Date. The Seller shall prepare and forward to the Purchaser, no later than 12:00 noon (Atlanta time) on the second Business Day following the end of each calendar month, a Receivables Purchase Report containing information, accurate as of the last day of the calendar month then most recently ended, identifying all Eligible Receivables which the Seller originated during the prior calendar month and such other Eligible Receivables which the Seller proposes to sell to the Purchaser (each such report, a “Preliminary Monthly Receivables Purchase Report”). No later than 12:00 noon (Atlanta time) on the second Business Day following the date on which the Preliminary Monthly Receivables Purchase Report is consummated hereunderreceived, the Purchaser will prepare and forward to the Seller a Receivables Purchase Report listing those Eligible Receivables which were included on the Preliminary Monthly Receivables Purchase Report and which the Purchaser proposes to buy from the Seller on the applicable Subsequent Purchase Date (each such report, a “Final Monthly Receivables Purchase Report”). The Purchaser may exclude from the Final Monthly Receivables Purchase Report any Eligible Receivables listed on the Preliminary Monthly Receivables Purchase Report which it reasonably determines do not conform to its purchase standards for Sold Receivables, including, but not limited to, the AGCO Finance Credit and Collection Policies. Subject to the terms of paragraph (d) below and Section 2.06(b), as of the applicable Subsequent Purchase Date, on the terms and subject to the conditions set forth in this Agreement and in consideration of the Purchaser’s delivery to the Seller of the aggregate Purchase Price of the Eligible Receivables to be sold on such Purchase Date, the Seller shall sell, on the applicable Subsequent Purchase Date, to the Purchaser, and the Applicable Purchaser shall purchase, on the applicable Subsequent Purchase Price therefor is paid and received by Lender Date, from Seller, without recourse to Seller (except as contemplated expressly provided under this Agreement), then Assigneeall of Seller’s obligation right, title and interest in and to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined Eligible Receivables identified in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) applicable Final Monthly Receivables Purchase Report, together with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior Collections related to such suspension, DTC shall have notified Receivables since the Borrower in writing that DTC has determined not Cut-off Date applicable to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effectSubsequent Purchase.

Subsequent Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of AssigneeAssignee (subject, however, to the last sentence of Section 2(a) above); provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Credit Purchase Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes debentures purchased by Assignee hereunder, or notes debentures issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State state of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their its obligations to Assignee under the promissory notes debentures purchased by Assignee hereunder, or notes debentures issued in replacement thereof, the Exchange Agreement, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee; (viii) Assignor shall accelerate or otherwise seek to collect any amount due and payable by Borrower to Assignor under the Debenture; or (ix) or in the event of any default or breach by Lender or Borrower of any covenant, representation, or warranty made to Assignee under this Agreement, including without limitation if any representation or warranty made by Lender or Borrower hereunder was false when made or as of the date of any Purchase Tranche Closing. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of at any time following the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effect. Notwithstanding the foregoing, following the occurrence of any Trigger Event, Assignee may elect to terminate its obligation to purchase additional Purchase Tranches without terminating this Agreement, in which event Assignee may continue purchasing additional Purchase Tranches under this Agreement in its sole discretion, but shall have no obligation to do so. Moreover, and for the avoidance of doubt, once a Trigger Event has occurred, Assignee shall be entitled to all rights set forth in this Section 3(c) and such rights shall continue thereafter until this Agreement is terminated, even if such Trigger Event is subsequently cured.

Subsequent Purchases. If Subject to the first Purchase Tranche Closing is consummated hereunder, terms and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under conditions of this Agreement, then Assignee’s the Company shall also have the right but not the obligation to direct the Buyer to purchase any up to an additional amount of Shares equal to the Equity Commitment less the aggregate Initial Equity Purchase, in one or two additional equity purchases, by the Company’s delivery to the Buyer of a VWAP Purchase Tranches Notice, and, so long as hereby contemplated is a binding the terms and continuing obligation of Assignee; providedconditions set forth in Sections 5, however6 and 7 have been complied with in all respects by the Company, Assignee the Buyer thereupon shall have the right obligation to terminate buy Shares in the amount of the VWAP Purchase Amount on the VWAP Purchase Date (each such obligation subsequent purchase, a “VWAP Purchase”). At the first VWAP Purchase following the Initial Equity Purchase (the “Second Equity Purchase”), if one occurs, the Buyer shall purchase the amount of Shares set forth in the corresponding VWAP Purchase Notice at any time during a purchase price per share equal to (a) the term VWAP Purchase Price plus (b) a premium of 30% on the VWAP Purchase Price. At the second VWAP Purchase following the Initial Equity Purchase (the “Third Equity Purchase”), if one occurs, the Buyer shall purchase the amount of Shares set forth in the corresponding VWAP Purchase Notice at a purchase price per share equal to the VWAP Purchase Price. Notwithstanding anything in this Section 1(b) to the contrary, if a VWAP Purchase Notice is delivered requesting that the Buyer consummate the Second Equity Purchase or the Third Equity Purchase in a public offering of the Company’s Common Stock (a “Public Offering”), the VWAP Purchase Price, for purposes of this Agreement upon subsection (b), shall be the occurrence of any price of the following events Common Stock sold to the public in the Public Offering and the VWAP Purchase Date shall be amended to occur concurrently with the closing of the Public Offering. Notwithstanding the foregoing, if the Company elects to have the Buyer purchase Shares as part of a Public Offering (each in whole or in part), such decision will be subject to a reasonable determination by outside counsel to the Company that Buyer’s purchase of Shares in the Public Offering would not violate applicable securities laws, including the 1933 Act, or applicable market rules or regulations, including any rules of the Principal Market (a “Trigger Disqualification Event”): ). In the event of a Disqualification Event, the Shares shall be purchased at the Public Offering price per share of Common Stock in a concurrent private placement of Shares (the “Concurrent Private Placement”), pursuant to which the Buyer shall purchase the Shares specified in the VWAP Purchase Notice at the Closing of the Public Offering, as if such date was the VWAP Purchase Date. If the purchase of Shares is in a Concurrent Private Placement, the Company and the Buyer shall execute and deliver such documents that are: (i) the Borrower fails to stay current in its filing obligations customary for a transaction structured as a Concurrent Private Placement with the SEC; a Public Offering, and (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect reasonably satisfactory to the Common Stock occurs Company and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effectBuyer.

Subsequent Purchases. If Pursuant to the first terms of this Agreement, the Seller shall offer for sale to the Purchaser on each Subsequent Purchase Tranche Closing Date all Eligible Receivables originated by the Seller in the calendar month preceding such Subsequent Purchase Date. The Seller shall prepare and forward to the Purchaser, no later than 12:00 noon (Atlanta Time) on the second Business Day following the end of each calendar month, a Receivables Purchase Report containing information, accurate as of the last day of the calendar month then most recently ended, identifying all Eligible Receivables which the Seller originated during the prior calendar month and such other Eligible Receivables which the Seller proposes to sell to the Purchaser (each such report, a “Preliminary Monthly Receivables Purchase Report”). No later than 12:00 noon (Atlanta Time) on the second Business Day following the date on which the Preliminary Monthly Receivables Purchase Report is consummated hereunderreceived, the Purchaser will prepare and forward to the Seller a Receivables Purchase Report listing those Eligible Receivables which were included on the Preliminary Monthly Receivables Purchase Report and which the Purchaser proposes to buy from the Seller on the applicable Subsequent Purchase Date (each such report, a “Final Monthly Receivables Purchase Report”). The Purchaser may exclude from the Final Monthly Receivables Purchase Report any Eligible Receivables listed on the Preliminary Monthly Receivables Purchase Report which it reasonably determines do not conform to its purchase standards for Sold Receivables, including, but not limited to, the AGCO Finance Credit and Collection Policies. Subject to the terms of paragraph (d) below and Section 2.06(b), as of the applicable Subsequent Purchase Date, on the terms and subject to the conditions set forth in this Agreement and in consideration of the Purchaser’s delivery to the Seller of the aggregate Purchase Price of the Eligible Receivables to be sold on such Purchase Date, the Seller shall sell, on the applicable Subsequent Purchase Date, to the Purchaser, and the Applicable Purchaser shall purchase, on the applicable Subsequent Purchase Price therefor is paid and received by Lender Date, from Seller, without recourse to Seller (except as contemplated expressly provided under this Agreement), then Assigneeall of Seller’s obligation right, title and interest in and to purchase any additional the Eligible Receivables identified in the applicable Final Monthly Receivables Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; providedReport, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations together with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs Related Security and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior all Collections related to such suspension, DTC shall have notified Receivables since the Borrower in writing that DTC has determined not Cut-off Date applicable to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effectSubsequent Purchase.

Subsequent Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s obligation to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “Trigger Event”): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s Common Stock on the “Principal Trading Market” (as defined in the Credit Purchase Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“DTC”) with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s transfer agent (the “Transfer Agent”) fails to issue to Assignee any shares of the Borrower’s Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes debentures purchased by Assignee hereunder, or notes or debentures issued in replacement thereof, in accordance with the irrevocable transfer agent agreement between Transfer Agent and Assignee; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes debentures purchased by Assignee hereunder, or notes debentures issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee; or (viii) the trading market for the Borrower’s Common Stock has a bid price of less than $0.0001 per share. Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effect.

Subsequent Purchases. If the first Purchase Tranche Closing is consummated hereunder, and the Applicable Purchase Price therefor is paid and received by Lender as contemplated under this Agreement, then Assignee’s 's obligation to purchase any additional Purchase Tranches as hereby contemplated is a binding and continuing obligation of Assignee; provided, however, Assignee shall have the right to terminate such obligation at any time during the term of this Agreement upon the occurrence of any of the following events (each a “"Trigger Event”"): (i) the Borrower fails to stay current in its filing obligations with the SEC; (ii) trading of the Borrower’s 's Common Stock on the “"Principal Trading Market” " (as defined in the Credit Agreement) is stopped or halted for any reason; (iii) any suspension of electronic trading or settlement services by the Depository Trust Company (“"DTC”") with respect to the Common Stock occurs and is continuing, or any receipt by the Borrower of any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension, DTC shall have notified the Borrower in writing that DTC has determined not to impose any such suspension); (iv) the Borrower’s 's transfer agent (the “"Transfer Agent”") fails to issue to Assignee any shares of the Borrower’s 's Common Stock which may be due to Assignee in connection with any conversion rights exercised by Assignee under any promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof; (v) the Borrower fails to maintain its active status with its State of organization; (vi) Borrower shall default (beyond any applicable notice and cure periods) in any of their obligations to Assignee under the promissory notes purchased by Assignee hereunder, or notes issued in replacement thereof, or any other obligations of Borrower to Assignee; or (vii) the Borrower fails to maintain any share reserve required by Assignee; or (viii) at any time while this Agreement remains in effect, the bid price of the Common Stock of the Borrower (as reported by Bloomberg L.P.) is less than $0.0005 per share (as adjusted for stock splits, stock dividends, stock combinations or other similar transactions). Upon the occurrence of a Trigger Event, in the event Assignee desires to terminate its obligation to purchase Purchase Tranches as hereby contemplated, Assignee shall deliver to Lender written notice of such termination delivered within five (5) days of the date the Assignee becomes aware of the occurrence of the Trigger Event (which notice shall include a statement of the Trigger Event that has occurred and reasonable evidence of the occurrence thereof), whereupon Assignee’s 's obligation to purchase any additional Purchase Tranches thereafter shall immediately terminate and be of no further force or effect.