Dxxxx Xxxxxxxx Sample Clauses

Dxxxx Xxxxxxxx. Jxxxx Van De Rydt Gxxxx Xxxxxxx Txx Xxxxxx Fxxxx Tees SCHEDULE A MiT Members Name Address SSN/ Tax-ID MiT Membership Interests held NLM Common Shares To Be Newly Issued* Sound Management Investors, LLC 4,627 2,056,444 Bxxxx Xxxxxx 1,344 597,333 Jxxx Xxxxxxx 1,164 517,333 Dxxxx Xxxxxxxx 736 327,111 Jxxxx Van De Rydt 643 285,778 Gxxxx Xxxxxxx 618 274,667 Txx Xxxxxx 418 185,778 Fxxxx Tees 350 155,556 TOTALS 9,900 4,400,000 *As noted herein, as of the date hereof, it is the intention of the parties that there be outstanding on a fully-diluted, post-Share Exchange basis 5,000,000 shares of NLM Common Stock and that the Members would own an aggregate of 4,400,000 shares and stockholders and warrantholders of NLM would own 600,000 on a fully-diluted basis (585,627 shares of Common Stock and warrants to acquire 14,373 shares of Common Stock); based on 97,110,482 shares of NLM outstanding pre-Share Exchange on a fully-diluted basis (94,784,166 shares of Common Stock and warrants to acquire 2,326,316 shares of Common Stock), this would require and result in a Reverse Split at a ratio of 1-for-161.8508. The parties acknowledge that market conditions may dictate a Reverse Split ratio different than this (but in no event would any change result in any ownership percentage other than 88% of the shares of NLM Common Stock post-Share Exchange fully-diluted being owned by the Members and 12% of the shares of NLM post-Share Exchange fully-diluted being owned by the existing stockholders of NLM.
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Dxxxx Xxxxxxxx. [Any other Red Oak affiliates holding shares of the Company’s common stock at the time that this Agreement is executed to be added.] [Signature Page to Board Observer Letter Agreement] EXHIBIT D Form of Press Release
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Dxxxx Xxxxxxxx. Xxxxxxx Xxxxxxxxx, X.X. X0X 0X0 ) ) ) ) Occupation ) SCHEDULE “A” Alumax Project Files
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Dxxxx Xxxxxxxx. (iii) If the Executive’s employment hereunder is voluntarily terminated by the Executive and the Executive provides the required notice in accordance with Section 8(d), the Company shall pay for Executive’s continued coverage under the Company medical and dental plans, or such other substantially equivalent plans, for three months unless otherwise specified under Change of Control.. The Company may purchase insurance to pay for this payment or any severance payment and the Executive agrees to cooperate with the purchase of such insurance.
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Dxxxx Xxxxxxxx. Facsimile No. and email address for delivery of Notices: 10000XX 000xx Xxx, Xxxxx 000, Kirkland, WA 98034 ANNEX A NOTICE OF CONVERSION The undersigned hereby elects to convert principal under the 10% Promissory Note, with an issue date of November 9, 2022, of Growlife Inc. (the “Company”) into shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Companies in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. By the delivery of this Notice of Conversion the undersigned represents and warrants to the Companies that its ownership of the Common Stock does not exceed the amounts specified under Section 5 of this Note, as determined in accordance with Section 13(d) of the Exchange Act. The undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid shares of Common Stock. Conversion calculations: Date to Effect Conversion: Principal Amount of Note to be Converted: Payment of Interest in Common Stock __ yes __ no If yes, $_____ of Interest Accrued on Account of Conversion at Issue. Number of shares of Common Stock to be issued: Signature: ____________________________________ Name: _________________________________________ Delivery Instructions: Schedule 1 CONVERSION SCHEDULE This 10% Promissory Note, with an issue date of November 9, 2022, in the original principal amount of $250,000 is issued by Growlife Inc. (the “Company”). This Conversion Schedule with respect to the Common Stock of the Company reflects conversions made under Section 5 of the above-referenced Note. Dated: ________________________ Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount and Guaranteed Interest Remaining Subsequent to Conversion (or original Principal Amount) Company’s Attest
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Dxxxx Xxxxxxxx. Txxx Xxxxxxx The Sxxxxx and Lxxx Xxxxxxx Children’s Trust (fbo Sxxxx Xxxxxxx) The Sxxxxx and Lxxx Xxxxxxx Children’s Trust (fbo Exxxx Xxxxxxx) EXHIBIT A Form of Lock-Up Agreement
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Dxxxx Xxxxxxxx. Pxxxxxx Xxxxxx, Rxxxxx X. Xxxxxx, Jxxx X. Xxxxxxx, Jxxxx X. Xxxxxxxxx, Pxxxxxx X. XxXxxxxx, Dx. Xxxxxxxxx von Prondzynski, Gxxxxxx X. Xxxxxx and Jxxx X. Xxxxx (collectively, the “Individual Insureds”), on the other.
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Related to Dxxxx Xxxxxxxx

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • XX XXXXXXX XXXXXXX xxx undersigned, being the sole trustee of the Trust, has executed this Certificate of Trust as of the date first above written. Wilmington Trust Company, not in its individual capacity but solely as owner trustee under a Trust Agreement dated as of February 13, 2002 By:_____________________________________ Name: Title: EXHIBIT C [FORM OF RULE 144A INVESTMENT REPRESENTATION] Description of Rule 144A Securities, including numbers: -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- -------------------------------------------------------------- The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A Securities described above to the undersigned buyer (the "Buyer").

  • Xxxxxx Xxxxxxx Copies of any notice given to the Company or the Selling Stockholder shall be given to Xxxxxx & Xxxxxxx LLP at 000 Xxxxxxxx Xxxxxx, XX, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx of Columbia, (fax: (000) 000-0000); Attention: Xxxxxxx X. Xxxxxxx.

  • Xxxxx Xxxxxxxx The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company's principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.

  • Xxxxxxxx-Xxxxx The Company is in compliance, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder.

  • Xxxxxxx Xxxxxx LIMITED (a company registered in England and Wales with registered number 2104188), whose registered office is at 00 Xxx Xxxxxx, London EC4M 7EN (“Xxxxxxx Xxxxxx”);

  • Xxxxxxx Xxxxxxx Seller and Buyer hereby certify that they have not themselves, nor through any third parties, purchased nor caused to be purchased in the public marketplace any publicly traded shares of the Company. Seller and Buyer further certify they have not communicated the nature of the transactions contemplated by the Agreement, are not aware of any disclosure of non public information concerning said transactions, and are not a party to any xxxxxxx xxxxxxx of Company shares.

  • Xxxxxx Xxxxxxxx XXXXXX PARTDESC UNITPRICE ------ -------- --------- 0010-00744 HE PRESSURE CONTROL (20SCCM) ASSY $ [**] 0010-13150 ASSY, IHC CHAMBER D $ SHC (20SCCM) $ [**] 0010-13152 ASSY, IHC CHAMBER D & SHC (50SCCM) $ [**] 0010-35404 IHC ASSY,5200 MCVD CENTURA $ [**] 0010-35650 ASSY,INDEPENDENT HELIUM CONTROL $ [**] 0010-37643 ASSY,INDEPENDENT HELIUM CONTROL,DPS WOUT/FILTER $ [**] 0010-40240 ICH ASSY,5300 W/RSTR $ [**] 0010-76952 ASSY, IHC CHAMXXX X,X, XXD C, (50 SCCM) $ [**] 0190-18037 ASSEMBLY, DUAL IHC $ [**] 0620-02211 CABLE ASSY TRANSDUCER 27"LG 15P-D CONN $ [**] 1040-01093 METER XDCR 3.1/2 LCD 0-100 PSI 13032VDC 15PIN-D $ [**] 1350-01012 XDCR PRESS 0-100 TORR VCO D CONNECTION $ [**] 1350-01025 XDCR PRESS 100TXXX 0XXX-X +/-00XXX @ 050MA 45C $ [**] 1350-01026 XDCR PRESS 1TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**] 1350-01027 XDCR PRESS 0-1000 XXXX X/XXX #0 XXX D CONN $ [**] 1350-01028 XDCR PRESS 2-1000 TORR CAJON 8 VCR FEM FTG $ [**] 1350-01045 XDCR PRESS 10TORR 8VCR-F +/-15VDC @ 250MA 45C $ [**] 1350-01067 XDCR PRESS 100MTORR 45C 15VDC 8VCR FEM FTG VERTCL $ [**] --------- Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. ATTACHMENT 1A

  • Xxxxx Xxxxxxxxx 16. You shall advise by electronic mail transmission Xxxxx Xxxxxxxxx, of the Company, and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted and deliver said list to the Company.

  • Xxxxxxxx Xxxxxx X.Xxxxxxxx@xxx.xxx Xxx Xxxxxx Xxxxxx.X.Xxxxxx@xxx.xxx Xxx X. Hershey Xxx.X.Xxxxxxx@xxx.xxx Date: Subject: [•], 20[•] Equity Distribution Agreement – Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Aravive, Inc. ( “Company”), and Xxxxx Xxxxxxx & Co. ( “Agent”) dated March 26, 2019 (the “Agreement”), the Company hereby requests that Agent sell up to [•] shares of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[•] per share. Sales should begin on the date of this Placement Notice and shall continue until [•]/[all shares are sold]. SCHEDULE 2 NOTICE PARTIES Aravive, Inc. Xxx Xxxxxxx, Chief Executive Officer xxxxxxxx@xxxxxxx.xxx Xxxxx Xxxx, Chief Financial Officer xxxxx@xxxxxxx.xxx Xxxxx Xxxx, Vice President/Finance and Principal Accounting Officer xxxxx@xxxxxxx.xxx Xxxxx Xxxxxxx & Co. Xxxx X. Riley Xxxx.X.Xxxxx@xxx.xxx Connor X. Xxxxxxxx Xxxxxx.X.Xxxxxxxx@xxx.xxx Xxx Xxxxxx Xxxxxx.X.Xxxxxx@xxx.xxx Xxx X. Hershey Xxx.X.Xxxxxxx@xxx.xxx SCHEDULE 3 FORM OF REPRESENTATION CERTIFICATE PURSUANT TO SECTION 3(Q) OF THE AGREEMENT [•], 20[•] Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Sir: The undersigned, the duly qualified and elected [•], of Aravive, Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 3(q) of the Equity Distribution Agreement, dated March 26, 2019 (the “Equity Distribution Agreement”), between the Company and Xxxxx Xxxxxxx & Co., that to the best of the knowledge of the undersigned:

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