Certain Acknowledgements. Each of the Company and the Investors hereby acknowledges and agrees that: (a) Prior to delivering the Notice of Acceptance, the Company has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the Company. (b) Upon the execution and delivery hereof by each Investor and the Company’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for the avoidance of doubt, the Company shall have no obligations hereunder if the Closing Date does not occur. (c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company may extend the Offering Deadline with the consent of NextSeed and providing Investors five business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate. (d) If a Successful Offering has occurred prior to the Offering Deadline, the Company may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier date; provided that the Offering Deadline occurs at least 21 days after the first day that the Offering is made available on the Portal.
Appears in 4 contracts
Sources: Note Purchase Agreement, Note Purchase Agreement, Note Purchase Agreement
Certain Acknowledgements. Each of the Company Issuer and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company Issuer has no obligation to enter into this Agreement if the Company Issuer determines it to be in the best interests of the CompanyIssuer.
(b) Upon the execution and delivery hereof by each Investor and the CompanyIssuer’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for binding. For the avoidance of doubt, the Company Issuer shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company Issuer may extend the Offering Deadline with the consent of NextSeed and by providing Investors five 5 business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company Issuer declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company Issuer may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier dateNextSeed; provided that the Offering Deadline occurs is at least 21 days after the first day that the Offering is made available on the Portal.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement
Certain Acknowledgements. Each of the Company and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the Company.
(b) Upon the execution and delivery hereof by each Investor and the Company’s release of Company (or its signature following the Acceptance Eventagent or designee, on its behalf), this Agreement shall become effective; provided that, for the avoidance of doubt, the Company shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to 11:59 P.M. on the Offering Deadline, with respect to each Investor, the Company may extend the Offering Deadline with the consent of NextSeed and providing Investors five business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering DeadlineTermination Date, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to 11:59 P.M. (U.S. Central Time) on the Offering DeadlineTermination Date, the Company may deliver the Notice of Acceptance at any time on or after (but not on or prior to) the date Offering Termination Date.
(e) Notwithstanding anything to the contrary in the foregoing Section 6(d), if a Successful Offering in an amount equal to the Maximum Offering Amount has occurred prior to the Offering Termination Date, the Company may deliver the Notice of Acceptance at any time after (but not on or prior to) such Successful Offering and accelerate Offering, irrespective of whether such time is after the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier date; provided that the Offering Deadline occurs at least 21 days after the first day that the Offering is made available on the PortalTermination Date.
Appears in 1 contract
Sources: Note Purchase Agreement
Certain Acknowledgements. Each of the Company Issuer and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company Issuer has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the CompanyAgreement.
(b) Upon the execution and delivery hereof by each Investor and the CompanyIssuer’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for binding. For the avoidance of doubt, the Company Issuer shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company Issuer may extend the Offering Deadline with the consent of NextSeed and by providing Investors five 5 business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company Issuer declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company Issuer may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier dateNextSeed; provided that the Offering Deadline occurs is at least 21 days after the first day that the Offering is made available on the Portal.
Appears in 1 contract
Sources: Investment Agreement
Certain Acknowledgements. Each of the Company and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the Company.
(b) Upon the execution and delivery hereof by each Investor and the Company’s release of Company (or its signature following the Acceptance Eventagent or designee, on its behalf), this Agreement shall become effective; provided that, for the avoidance of doubt, the Company shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company may extend the Offering Deadline with the consent of NextSeed and providing Investors five business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier date; provided that the Offering Deadline occurs at least 21 days after the first day that the Offering is made available on the Portal.
Appears in 1 contract
Sources: Note Purchase Agreement
Certain Acknowledgements. Each of the Company Issuer and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company Issuer has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the CompanyAgreement.
(b) Upon the execution and delivery hereof by each Investor and the CompanyIssuer’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for binding. For the avoidance of doubt, the Company Issuer shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company Issuer may extend the Offering Deadline with the consent of NextSeed and by providing Investors five 5 business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company Issuer declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company Issuer may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier dateNextSeed; provided that the Offering Deadline occurs is at least 21 days after the first day that the Offering is made available on the PortalWebsite.
Appears in 1 contract
Sources: Investment Agreement
Certain Acknowledgements. Each of the Company Issuer and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company Issuer has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the CompanyAgreement.
(b) Upon the execution and delivery hereof by each Investor and the CompanyIssuer’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for binding. For the avoidance of doubt, the Company Issuer shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company Issuer may extend the Offering Deadline with the consent of NextSeed and by providing Investors five 5 business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company Issuer declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company Issuer may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier dateNextSeed; provided that the Offering Deadline occurs is at least 21 days after the first day that the Offering is made available on the Portal.Website. SPECIMEN
Appears in 1 contract
Sources: Investment Agreement
Certain Acknowledgements. Each of the Company Issuer and the Investors hereby acknowledges and agrees that:
(a) Prior to delivering the Notice of Acceptance, the Company Issuer has no obligation to enter into this Agreement if the Company determines it to be in the best interests of the CompanyAgreement.
(b) Upon the execution and delivery hereof by each Investor and the CompanyIssuer’s release of its signature following the Acceptance Event, this Agreement shall become effective; provided that, for binding. For the avoidance of doubt, the Company Issuer shall have no obligations hereunder if the Closing Date does not occur.
(c) If the Successful Offering has not occurred prior to the Offering Deadline, with respect to each Investor, the Company Issuer may extend the Offering Deadline with the consent of NextSeed and by providing Investors five 5 business days to reconfirm their Offer to Purchase its applicable Notes in a manner prescribed by NextSeed. If the Company Issuer declines to extend the Offering Deadline, or if the Successful Offering has not occurred prior to the extended Offering Deadline, the applicable Principal shall be returned to each Investor and all obligations of the parties under this Agreement shall terminate.
(d) If a Successful Offering has occurred prior to the Offering Deadline, the Company Issuer may deliver the Notice of Acceptance at any time on or after (but not prior to) the date of such Successful Offering and accelerate the Offering Deadline to an earlier date with the consent of NextSeed by providing the Investors at least 5 business days’ notice in a manner prescribed by NextSeed in advance of such earlier dateNextSeed; provided that the Offering Deadline occurs is at least 21 days after the first day that the Offering is made available on the Portal.
Appears in 1 contract
Sources: Indication of Interest Agreement