Commitment Shares definition
Examples of Commitment Shares in a sentence
In connection with the Company's obligations under the Purchase Agreement and the Registration Rights Agreement, on [ ], 2026, the Company filed a Registration Statement (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the resale of the Put Shares and Commitment Shares.
Notwithstanding anything in this Agreement to the contrary, (i) the provisions of Articles III, IV, VI, IX of this Agreement and the agreements and covenants of the Company and the Investor set forth in Article X of this Agreement shall survive the termination of this Agreement and (ii) the Investor shall retain all rights to the Commitment Shares that have been earned by Investor pursuant to this Agreement as of the date of such termination even if this Agreement is terminated.
Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, of even date with the Purchase Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Put Shares and Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”).
On the date of this Agreement, the Company shall issue the Initial Commitment Shares to Investor for its commitment to enter into this Agreement, which shall be earned in full upon the execution of this Agreement and not contingent upon any other event or condition, including but not limited to the effectiveness of the Registration Statement or the Company’s submission of a Put Notice to the Investor.