Waiver, etc Sample Clauses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, AETHER HOLDINGS, INC. By: /s/ N▇▇▇▇▇▇ ▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇ Title: Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto: THE BENCHMARK COMPANY, LLC By: /s/ J▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Managing Director AXIOM CAPITAL MANAGEMENT, INC. By: /s/ L▇▇▇ ▇▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇▇ Title: CEO The Benchmark Company, LLC 900,000 135,000 Axiom Capital Management, Inc. 900,000 135,000 TOTAL 1,800,000 270,000 Number of Firm Shares: 1,800,000 Number of Option Shares: 270,000 Public Offering Price per Firm Share: $4.30 Public Offering Price per Option Share: $4.30 Underwriting Discount per Firm Share: $0.301 Underwriting Discount per Option Share: $0.301 Proceeds to Company per Firm Share (before expenses): $3.999 Proceeds to Company per Option Share (before expenses): $3.999 1. N▇▇▇▇▇▇ ▇▇▇ 2. S▇▇▇▇▇ ▇. ▇▇▇▇ 3. J▇▇▇▇▇ ▇▇▇▇ Hei W▇ 4. D▇▇▇▇ ▇▇▇ C▇▇▇▇ ▇▇ 5. H▇▇ ▇▇ 6. J▇▇▇▇▇ P▇▇▇▇ ▇▇▇▇▇▇▇▇ 7. D▇▇▇▇ ▇▇▇▇▇▇ 8. T▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇▇▇▇▇▇ 9. Elixir Technology Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. By: Name: Y▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: By: Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Partner – Head of Corporate Investment Banking Loop Capital Markets LLC [*] [*] TOTAL [*] [*] Number of Firm Shares: [*] Number of Option Shares: [*] Public Offering Price per Firm Share: $[*] Public Offering Price per Option Share: $[*] Underwriting Discount per Firm Share: $[*] Underwriting Discount per Option Share: $[*] [*] [*] [*], 2024 Loop Capital Markets LLC 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Chicago, Illinois 60605 Ladies and Gentlemen: The undersigned, a holder of securities of Metros Development Co., Ltd., a company organized in Japan (the “Company”), understands that Loop Capital Markets LLC (the “Representative”) will act as the representative of the underwriters in carrying out an offering (the “Offering”) of the Company’s common shares, no par value (the “Securities”). In recognition of the benefit that the Offering will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Representative that, without the prior written consent of the Representative, during a period of twelve (12) months from the date on which the trading of the Securities commences on the NYSE American ...

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, 1847 ▇▇▇▇▇▇▇▇ INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. TOTAL Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Underwriting Non-accountable expense allowance per Share: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Leonite Capital LLC 1847 ▇▇▇▇▇▇▇▇ Holdco Inc. 1847 Holdings LLC THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF EFFECTIVENESS OF THE OFFERING PURSUANT TO WHICH THIS WARRANT IS BEING ISSUED TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PART...

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CARING BRANDS, INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representatives of the several Underwriters named on Schedule 1 hereto:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: D. ▇▇▇▇▇ CAPITAL LLC TOTAL

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and sub...

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Agreement, the Registration Statement, the General Disclosure Package, the Prospectus, the offering of the Shares or the transactions contemplated hereby

Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Option or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non- fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

Waiver, etc. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Indebtedness of the Borrower or any other Obligor and this Guaranty Agreement and any requirement that the Administrative Agent, any other Lender or any holder of any Note protect, secure, perfect or insure any security interest or Lien, or any property subject thereto, or exhaust any right or take any action against the Borrower, any other Obligor or any other Person (including any other guarantor) or entity or any collateral securing the Indebtedness of the Borrower or any other Obligor, as the case may be.