Notice Parties. Notices of default or termination delivered pursuant to this Section 29 shall not be effective unless delivered to each of the Persons required by Section 37(e) pursuant to the terms thereof.
Notice Parties. Company Xxxxxx Xxxxx, President and Chief Executive Officer Xxxxx Xxxxx, Executive Vice President and Chief Financial Officer Xxxxxxx Xxxxxx, Chief Strategy Officer and Secretary Xxxxx Xxxxxxx X. Xxxxxx, Managing Director Connor Xxxxxx, Vice President SCHEDULE 2(b) FIVE PRIME THERAPEUTICS, INC. [_________________] SHARES TERMS AGREEMENT ____, 20__ Xxxxx and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies & Gentlemen: Five Prime Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Sales Agreement, dated August 6, 2020 (the “Sales Agreement”), between the Company and Xxxxx and Company, LLC (“Cowen”), to issue and sell to Cowen the securities specified in the Schedule hereto (the “Purchased Securities”). Unless otherwise defined below, terms defined in the Sales Agreement shall have the same meanings when used herein. Each of the provisions of the Sales Agreement not specifically related to the solicitation by Cowen, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the form heretofore delivered to Cowen, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Sales Agreement which are incorporated herein by reference, the Company agrees to issue and sell to Cowen, and Cowen agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. Notwithstanding any provision of the Sales Agreement or this Terms Agreement to the contrary, the Company consents to Cowen trading in the Common Stock for Xxxxx’x own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Sa...
Notice Parties. The Company Xxxxxx Xxxxxxxx, Ph.D. Chief Executive Officer Xxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxxxxxx Chief Financial Officer Xxxxx Xxxxxxx X. Xxxxxx Director Xxxxxxx Xxxxxx Director SCHEDULE 3 Compensation Cowen shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. Exhibit 7(m)
Notice Parties. The Company Jxxx X. Xxxx, Chief Executive Officer, President and Secretary jxxx@xxxxxxxxxxxxxxxx.xxx Rxxxx X. Xxxxxxx, Chief Financial Officer rxxxx@xxxxxxxxxxxxxxxx.xxx The Agent RxxxXXX@xxxx.xxx Exxxxx@xxxx.xxx Axxxxxxxx X. Xxxxxxx axxxxxxx@xxxx.xxx Oxxxxx Xxxx txxxx@xxxx.xxx Dxxxxx Xxxxxxx dxxxxxxx@xxxx.xxx Hxx X. Xxxxxx hxxxxxx@xxxx.xxx EXHIBIT 7(l) Form of Representation Date Certificate [●], 20[●] This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(L) of the Sales Agreement (the “Agreement”), dated June 16, 2021, and entered into between Torchlight Energy Resources, Inc., a Nevada corporation (the “Company”), and Rxxx Capital Partners, LLC. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The undersigned, a duly appointed and authorized officer of the Company, having made all necessary inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this certificate, hereby certifies as follows:
Notice Parties. The Company Xxxx Xxxxxxxx Chief Executive Officer xxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx Xxxxxxx Chief Financial Officer xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxx Xxxxxx Sine Managing Director xxxxxx.xxxx@xxxxx.xxx Xxxxxxx Xxxxxx Director xxxxxxx.xxxxxx@xxxxx.xxx SCHEDULE 3 Compensation Cowen shall be paid compensation equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected _______________________, of Tonix Pharmaceuticals Holding Corp. (“Company”), a Nevada corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated August 1, 2017 (the “Sales Agreement”) between the Company and Xxxxx and Company, LLC, that to the best of the knowledge of the undersigned. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Sales Agreement.
Notice Parties. Section 15.10(c) of the Restructuring Support Agreement shall be deemed amended such that notices to the members of the Ad Hoc Group and Barclays, in their capacities as Commitment Parties, shall be provided to the addresses indicated in accordance with Exhibit C to this Amendment.
Notice Parties. The Company
Notice Parties. Gladstone Commercial Corporation and Gladstone Commercial Limited Partnership Xxxxx Xxxxxxxxx (xxxxx.xxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxxxxxx Xxxx (xxxx.xxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxx Xxxxxx (xxx.xxxxxx@xxxxxxxxxxxxxxxxxx.xxx) Xxxxxxx XxXxxxx (xxxxxxx.xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx)
Notice Parties. Foresight Autonomous Holdings Ltd. Xxxxxxx Xxxxxx (xxx@xxxxxxxxxxxxx.xxx) The Sales Agent Xxxxxx Xxxxxxx (xxxxxxxx@xxxxxxxxx.xxx) With copies to: xxx@xxxxxxxxx.xxx SCHEDULE 3
Notice Parties. 18 Section 10.02. Right of Certain Notice Parties to Obtain New Lease.......................................18 ARTICLE XI..................................................................19 Section 11.01. Condemnation......................................19 ARTICLE XII.................................................................20 Section 12.01. Peaceful Enjoyment................................20 Section 12.02. Title to Leased Premises..........................20 ARTICLE XIII................................................................20 Section 13.01. Landlord's Mortgagee..............................20 ARTICLE XIV.................................................................21 Section 14.01. Surrender.........................................21 ARTICLE XV..................................................................21 Section 15.01. Notices...........................................21 ARTICLE XVI.................................................................22 Section 16.01. Entire Agreement..................................22 ARTICLE XVII................................................................22 Section 17.01. Landlord Default..................................22
