Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 40 contracts
Samples: Securities Purchase Agreement (Splash Beverage Group, Inc.), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV), Securities Purchase Agreement (ARYA Sciences Acquisition Corp IV)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 26 contracts
Samples: Securities Purchase Agreement (EF Hutton Acquisition Corp I), Securities Purchase Agreement (Nikola Corp), Securities Purchase Agreement (Fisker Inc./De)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 22 contracts
Samples: Securities Purchase Agreement (Broadvision Inc), Securities Purchase Agreement (Qiao Xing Mobile Communication Co., Ltd.), Securities Purchase Agreement (pSivida LTD)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (BIT ORIGIN LTD), Securities Purchase Agreement (Fresh2 Group LTD)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants Convertible Debentures is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 19 contracts
Samples: Securities Purchase Agreement (Helbiz, Inc.), Securities Purchase Agreement (Molecular Data Inc.), Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants isWarrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Infinity Resources Holdings Corp.), Securities Purchase Agreement (Wentworth Energy, Inc.), Securities Purchase Agreement (Stinger Systems, Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants Note in accordance with this Agreement, the Notes and the Warrants is, in each case, Note is absolute and unconditional (subject to any limitations on conversion as set forth in the Note), regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.), Securities Purchase Agreement (Freeseas Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations, and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants Warrants, is, in each case, absolute and unconditional regardless of not limited by the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 13 contracts
Samples: Securities Purchase Agreement (Enveric Biosciences, Inc.), Securities Purchase Agreement (GridIron BioNutrients, Inc.), Amended Securities Purchase Agreement (Recruiter.com Group, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants terms thereof is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 12 contracts
Samples: Securities Purchase Agreement (Canoo Inc.), Securities Purchase Agreement (Canoo Inc.), Secured Debenture Purchase Agreement (Ideanomics, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 12 contracts
Samples: Securities Purchase Agreement (IMAC Holdings, Inc.), Securities Purchase Agreement (Auddia Inc.), Securities Purchase Agreement (Aditxt, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and its obligations to issue the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants Warrants, is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.
Appears in 11 contracts
Samples: Note and Warrant Purchase Agreement (Eden Energy Corp), Note and Warrant Purchase Agreement (Efoodsafety Com Inc), Note and Warrant Purchase Agreement (Apollo Resources International Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes, the Interest Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 10 contracts
Samples: Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (U-Vend, Inc.), Securities Purchase Agreement (Internet Media Services, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Socket Mobile, Inc.), Execution Copy Securities Purchase Agreement (Socket Mobile, Inc.), Securities Purchase Agreement (Ecoblu Products, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Note in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Note is absolute and unconditional (subject to any limitations on conversion as set forth in the Note), regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 9 contracts
Samples: Exchange Agreement (Box Ships Inc.), Exchange Agreement (Box Ships Inc.), Exchange Agreement (Paragon Shipping Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (I Many Inc), Securities Purchase Agreement (Answers CORP)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Royale Energy Inc), Securities Purchase Agreement (Morria Biopharmaceuticals PLC), Securities Purchase Agreement (POSITIVEID Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Convertible Notes, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Shares pursuant to the terms of the Convertible Notes in accordance with this Agreement and the Convertible Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants isare, in each case, absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.), Securities Purchase Agreement (Terra Tech Corp.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes Certificate of Designations in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Preferred Shares and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 8 contracts
Samples: Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.), Securities Purchase Agreement (MyMD Pharmaceuticals, Inc.), Securities Purchase Agreement (Sidus Space Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Art Advanced Research Technologies Inc), Securities Purchase Agreement (Clearly Canadian Beverage Corp), Securities Purchase Agreement (eFuture Information Technology Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Designations is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 7 contracts
Samples: Securities Purchase Agreement (Immune Response Corp), Securities Purchase Agreement (General Magic Inc), Securities Purchase Agreement (General Magic Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Notes and the Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Genesis Biopharma, Inc), Securities Purchase Agreement (SouthPeak Interactive CORP), Securities Purchase Agreement (Amish Naturals, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Atomera Inc), Securities Purchase Agreement (Atomera Inc), Securities Purchase Agreement (Mears Technologies Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Certificate is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (Movano Inc.), Securities Purchase Agreement (TFF Pharmaceuticals, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the to issue Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants isare, in each case, absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Loan Agreement (Deep Medicine Acquisition Corp.), Loan Agreement (Deep Medicine Acquisition Corp.), Loan Agreement (Deep Medicine Acquisition Corp.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable pursuant to terms of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Uni-Pixel)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 6 contracts
Samples: Exchange Agreement (Aphton Corp), Securities Exchange Agreement (Cambex Corp), Securities Exchange Agreement (Cambex Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Note and the Warrant Shares issuable upon exercise of the Warrant will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Note in accordance with this Agreement and its obligations to issue the Warrant Shares upon the exercise of the Warrant in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this AgreementWarrant, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.
Appears in 6 contracts
Samples: Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca), Convertible Note Purchase Agreement (Imaging Technologies Corp/Ca), Convertible Note Purchase (Armitec Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and its obligation to issue the Warrant Shares upon exercise pursuant to the terms of the Warrants in accordance with this Agreement, the Notes and the Warrants Agreement is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (OneMedNet Corp), Securities Purchase Agreement (OneMedNet Corp), Securities Purchase Agreement (Data Knights Acquisition Corp.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Bit Digital, Inc), Securities Purchase Agreement (Eros International PLC), Securities Purchase Agreement (Reebonz Holding LTD)
Dilutive Effect. The Company understands and acknowledges that the number of Warrant Shares issuable upon exercise of the Warrants and the number of Conversion Shares and Warrant issuable upon conversion of the Shares will may increase in certain circumstances. The Company further acknowledges that its obligation to issue Warrant Shares upon exercise of the Warrant and Conversion Shares pursuant to the terms upon conversion of the Notes Shares in accordance with this Agreement and the Notes Certificate of Designations, and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, Inc.), Securities Purchase Agreement (Minrad International, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that that, except to the extent an issuance would exceed the beneficial ownership limitation in Section 1(e) of this Agreement, its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Convertible Notes and the Warrant Shares upon exercise of the Warrants in accordance therewith and with this Agreement, the Notes and the Warrants is, in each case, Agreement is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Borqs Technologies, Inc.)
Dilutive Effect. The Company understands and acknowledges that ---------------- the number of Conversion Shares issuable upon conversion of the Note and the Warrant Shares issuable upon exercise of the Warrant will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Note in accordance with this Agreement and its obligations to issue the Warrant Shares upon the exercise of the Warrant in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this AgreementWarrant, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests interest of other stockholders of the Company.
Appears in 4 contracts
Samples: Convertible Note Purchase (Amanda Co Inc), Convertible Note Purchase (Amanda Co Inc), Convertible Note Purchase (Amanda Co Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Convertible Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Convertible Notes in accordance with this Agreement and the Convertible Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Perfumania Inc), Securities Purchase Agreement (E Com Ventures Inc), Securities Purchase Agreement (E Com Ventures Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Underlying Shares and Warrant Shares issuable upon conversion and/or exercise of the Notes and/or Warrants, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Underlying Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the and/or Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement Agreement, the Indenture and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Richardson Electronics LTD/De), Securities Purchase Agreement (Quixote Corp), Securities Purchase Agreement (Monogram Biosciences, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will issuable upon conversion of the Notes shall increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Exhibit A is absolute and unconditional (subject to any restrictions and limitations on convertibility or exercisability, as applicable, as set forth in Exhibit A), regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 4 contracts
Samples: Registration Rights Agreement (KKR & Co. L.P.), Convertible Note Purchase Agreement (China Cord Blood Corp), Convertible Note Purchase Agreement (KKR & Co. L.P.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Inventergy Global, Inc.), Securities Purchase Agreement (Global Power Equipment Group Inc/)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Convertible Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Note Purchase Agreement (Workhorse Group Inc.), Securities Purchase Agreement (Workhorse Group Inc.), Note Purchase Agreement (Plug Power Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Convertible Notes in accordance with this Agreement and the Convertible Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Baijiayun Group LTD), Securities Purchase Agreement (CooTek(Cayman)Inc.), Securities Purchase Agreement (CooTek(Cayman)Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable pursuant to terms of the Notes and the number of Warrant Shares issuable pursuant to the terms of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares and Warrant Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable pursuant to terms of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Air Industries Group), Securities Purchase Agreement (Real Goods Solar, Inc.), Securities Purchase Agreement (Ener-Core Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Promissory Note, will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Promissory Note in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Promissory Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Cool Technologies, Inc.), Securities Purchase Agreement (Clubhouse Media Group, Inc.), Securities Purchase Agreement (Forza Innovations Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants isare, in each case, absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.), Securities Purchase Agreement (xG TECHNOLOGY, INC.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon exercise of the Warrants, will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Think Partnership Inc), Securities Purchase Agreement (Magnetar Capital Partners LP), Securities Purchase Agreement (Think Partnership Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Note in accordance with this Agreement and the Notes Note and the Warrant Shares upon exercise of the Warrants Warrant in accordance with this Agreement, the Notes Agreement and the Warrants Warrant is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (ARJ Consulting, LLC), Securities Purchase Agreement (Verus International, Inc.), Securities Purchase Agreement (Verus International, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement the terms and the Notes and the Warrant Shares upon exercise conditions of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional Transaction Documents regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.), Securities Purchase Agreement (Near Intelligence, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion or redemption of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to (as defined in the terms Purchase Agreement) upon conversion or redemption of the Notes in accordance with this Agreement Amendment and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Convertible Notes (Novavax Inc), Convertible Notes (Novavax Inc), Convertible Notes (Novavax Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants isWarrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (CorMedix Inc.), Securities Purchase Agreement (CorMedix Inc.), Securities Purchase Agreement (CorMedix Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that that, except to the extent an issuance would exceed the beneficial ownership limitation in Section 1(e) of this Agreement, its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Convertible Notes and the Warrant Shares upon exercise of the Warrants in accordance therewith and with this Agreement, the Notes and the Warrants is, in each case, Agreement is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc), Note Purchase Agreement (Alpha Energy Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Shares, Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants Securities in accordance with this Agreement, the Notes Conversion Shares upon conversion of the Preferred Shares in accordance with the Certificate of Designations and the Warrants isWarrant Shares in accordance with the terms of the Warrant, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Subscription Agreement (Sevion Therapeutics, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.), Subscription Agreement (Mabvax Therapeutics Holdings, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that that, except to the extent an issuance would exceed the beneficial ownership limitation in Section 1(e) of this Agreement, its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Purchase Shares and the Warrant Shares upon exercise of the Warrants in accordance therewith and with this Agreement, the Notes and the Warrants is, in each case, Agreement is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mullen Automotive Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Ideanomics, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Securities will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Securities in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Securities is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nova Biosource Fuels, Inc.), Securities Purchase Agreement (Nova Biosource Fuels, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Special Warrants and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Special Warrants and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Transaction Agreement (Magnetar Financial LLC), Transaction Agreement (Workstream Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (LOCAL Corp), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Statement of the Warrants in accordance with this Agreement, the Notes and the Warrants Designations is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Top Ships Inc.), Securities Purchase Agreement (DryShips Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable pursuant to terms of the Offered Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Offered Notes in accordance with this Agreement and the Offered Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Enerpulse Technologies, Inc.), Securities Purchase Agreement (Enerpulse Technologies, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Preferred Stock and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Certificate of Designation and the Warrants is, in each case, is absolute and unconditional (other than the conditions set forth in this Agreement, in the Certificate of Designation and in the Warrants), regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Placement Agent Agreement (Freeseas Inc.), Placement Agent Agreement (Freeseas Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants Designations is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Delcath Systems, Inc.), Securities Purchase Agreement (Delcath Systems, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will issuable pursuant to terms of the Notes may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes is, subject to the terms and the Warrant Shares upon exercise conditions of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each caseNotes, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Comscore, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion or redemption of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion or redemption of the Notes in accordance with this Agreement Amendment and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Senior Convertible Notes (Novavax Inc), Senior Convertible Notes (Novavax Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Borealis Technology Corp), Preferred Stock and Warrant Purchase Agreement (Borealis Technology Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Underlying Shares and Warrant Shares issuable upon conversion of the Note, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Underlying Shares pursuant to the terms of the Notes Note in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Note is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Optimus Healthcare Services, Inc.), Securities Purchase Agreement (Charge Enterprises, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional (subject to any limitations on conversion as set forth in the Notes), regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Form of Securities Purchase Agreement (Amyris, Inc.), Form of Securities Purchase Agreement (Amyris, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Stock in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants Designations is, in each case, absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Advanced Environmental Recycling Technologies Inc), Securities Exchange Agreement (H.I.G. Aert, LLC)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Series A Preferred Shares will increase in certain circumstances and that the number of Warrant Shares issuable upon exercise of the Warrants will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Series A Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations and the Warrant Series A Preferred Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Diamond Entertainment Corp), Securities Purchase Agreement (Celerity Systems Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Preferred Stock and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Certificate of Designation and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Novadel Pharma Inc), Securities Purchase Agreement (Novadel Pharma Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Articles of Amendment and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wavo Corp), Securities Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes, the Interest Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Axion Power International, Inc.), Securities Purchase Agreement (Axion Power International, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares and the Dividend Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Designations is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (TXCO Resources Inc), Securities Purchase Agreement (TXCO Resources Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable pursuant to the terms of the Certificate of Designations will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Designations is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Taronis Technologies, Inc.), Securities Purchase Agreement (Taronis Technologies, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designations and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Virtual Cloud Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants Convertible Debentures is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dragon Victory International LTD), Securities Purchase Agreement (Therapix Biosciences Ltd.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue (i) the Conversion Shares pursuant to the terms upon conversion of the Notes and the Interest Shares in accordance with this Agreement and the Notes and (ii) the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants isWarrants, in each case, case is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Gold Lakes Corp.), Securities Purchase Agreement (Gold Lakes Corp.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Subject to the Stockholder Approval requirement, the Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Supergen Inc), Securities Purchase Agreement (Supergen Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant issuable upon conversion of the Preferred Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of all or a portion of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, Designations is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascendia Brands, Inc.), Securities Purchase Agreement (Prentice Capital Management, LP)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Preferred Stock and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Certificate of Designations and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Note and the Warrant Shares upon exercise of the Warrants Warrant in accordance with this Agreement, the Notes Note and the Warrants is, in each case, Warrant is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (KonaRed Corp), Securities Purchase Agreement (Multimedia Platforms Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants s in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Purchase Agreement (SRAX, Inc.), Purchase Agreement (SRAX, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants Convertible Debentures is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nascent Biotech Inc.), Securities Purchase Agreement (Nascent Biotech Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Preferred Shares in accordance with this Agreement and the Notes Certificate of Designation and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants isWarrants, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. The Company acknowledges that the issuance of the Securities will have a material dilutive effect upon its stockholders and other securityholders.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Oncobiologics, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will may increase in certain circumstances. The Company further acknowledges that that, except to the extent an issuance would exceed the beneficial ownership limitation in Sections 1(e) and 1(f) of this Agreement, its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Note and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Note and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Lm Funding America, Inc.), Securities Purchase Agreement (Lm Funding America, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to upon conversion of the terms of Notes in accordance with this Agreement and the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Fuse Science, Inc.), Securities Purchase Agreement (Digital Angel Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Phunware, Inc.), Securities Purchase Agreement (TimefireVR Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Warrant Preferred Shares in accordance with the Warrants and the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants Designations is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Magnegas Corp), Securities Purchase Agreement (Magnegas Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion In-Kind Payment Shares and Warrant Shares issuable upon conversion of the Notes will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion In-Kind Payment Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Notes, and its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants Warrants, is, in each case, absolute and unconditional regardless of not limited by the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Probility Media Corp), Securities Purchase Agreement (Probility Media Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and issuable upon conversion of the Notes and/or the number of Warrant Shares issuable upon exercise of the Warrants, pursuant to the terms thereof, will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Underlying Shares pursuant to the terms of the Notes and Warrants in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that any such issuance issuances may have on the percentage ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Can B Corp), Securities Purchase Agreement (Can B Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Virtus Oil & Gas Corp.), Securities Purchase Agreement (Virtus Oil & Gas Corp.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants terms thereof is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders otherstockholders of the Company.
Appears in 1 contract
Samples: Secured Debenture Purchase Agreement (Ideanomics, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes Convertible Debentures in accordance with this Amended Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants Convertible Debentures is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cantabio Pharmaceuticals Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable upon conversion of the Debentures and exercise of the Warrants, respectively, will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes Debentures and the Warrant Shares upon exercise of the Warrants Warrants, in accordance with this Agreement, Agreement and the Notes respective terms of the Debentures and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Companycompany.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sorrento Networks Corp)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that that, pursuant to the terms of the Notes, its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon the exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional required regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 1 contract
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants Convertible Debentures in accordance with this Agreement, the Notes and the Warrants is, in each caseConvertible Debentures, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes Preferred Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise Certificate of the Warrants in accordance with this Agreement, the Notes and the Warrants Designations is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (IMAC Holdings, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes, the Interest Shares in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders shareholders of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Domain Media Group, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares issuable pursuant to the terms of the Certificate of Designations will increase in certain circumstances. The Company further acknowledges that its obligation obligations to issue the Conversion Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes Certificate of Designations is subject to the terms and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each caseconditions set forth therein, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes Agreement and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Preferred Shares pursuant to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Conversion Shares upon exercise conversion of the Warrants Preferred Shares in accordance with this Agreementthe Certificate of Designations, the Notes and the Warrants is, in each case, is absolute and unconditional unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genius Brands International, Inc.)
Dilutive Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms upon conversion of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement, the Notes and the Warrants is, in each case, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Appears in 1 contract
