Concurrent Financing Clause Samples

Concurrent Financing. The Concurrent Financing shall have been completed.

Concurrent Financing. The Parties hereby acknowledge that in advance of the Merger and other transactions contemplated herein, FLRish shall conduct an offering of subscription receipts of the Company (the “Subscription Receipt”). Each Subscription Receipt will entitle the holder to receive, automatically and with no further action on the part of the holder, one Unit of FLRish with each Unit consisting of (i) one share of Series D Common Stock at a per share price to be determined by the Parties (the “Concurrent Financing Price”) and (ii) up to one common share purchase warrants at a per share exercise price in excess of the Concurrent Financing Price (the “Concurrent Financing Warrants”) (which Concurrent Financing Price shall be subject to adjustment in the event of any equity split, reverse equity split, or equity dividend) for a period of 12 months from the date the warrants are issued, up to a maximum amount of CAD$70,000,000 (or such other amount as the Parties may agree), with an overallotment option, exercisable in the sole discretion of the lead broker, of up to an additional fifteen percent (15%). FLRish may agree to modify the terms of the Concurrent Financing, within its sole discretion, provided, however, such modifications shall not (i) reduce the Concurrent Financing Price below CAD$7.59, (ii) increase the warrant coverage, (iii) increase the exercise period of the warrants for more than twice the exercise period; or (iv) reduce the per share exercise price of the warrants below the Concurrent Financing Price.

Concurrent Financing. Pursuant to the terms of an engagement letter dated April 3, 2023, between LNG Energy and Canaccord Genuity Corp. (the “Canaccord”), LNG Energy has launched a brokered private placement of subscription receipts of LNG Energy (the “Subscription Receipts”) for aggregate gross proceeds of at least $25,000,000 (the “Offering”). Canaccord, Eight Capital (“Eight”) and ▇▇▇▇▇▇▇ Securities Inc. are acting together as agents (the “Agents”) for the Concurrent Financing who will enter into an agency agreement with LNG Energy (the “Agency Agreement”). Canaccord, together with Eight, will act as co-lead and co-bookrunner for the Concurrent Financing as will be set out in the Agency Agreement. Pursuant to the Concurrent Financing, LNG Energy will issue an aggregate of at least 50,000,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. Each Subscription Receipt will be automatically converted, without payment of additional consideration or further action by the holder thereof, for one unit (each, a “Unit”), each comprised of one LNG Share and one common share purchase warrant (each, an “LNG Subscription Receipt Warrant”) to be issued pursuant to a warrant indenture to be entered into between LNG Energy and Computershare Investor Services Inc. (“Computershare”) (the “Warrant Indenture”), subject to adjustment in certain events, immediately upon the satisfaction or waiver of the escrow release conditions set forth in the subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among Computershare, LNG Energy, Mind Cure and Canaccord (the “Escrow Release Conditions”). Each LNG Subscription Receipt Warrant underlying the Subscription Receipts will be exercisable at $0.60 per warrant for a period of three (3) years following the date on which the Escrow Release Conditions are satisfied. If, following the completion of the Proposed Transaction, the closing price of the Resulting Issuer Shares on the Exchange is higher than $1.50 on each of twenty (20) trading days within any thirty (30) day trading period, the Resulting Issuer may, by notice to holders of the LNG Subscription Receipt Warrants (the “Acceleration Notice”) accelerate the expiry date of all of the LNG Subscription Receipt Warrants to not earlier than the date that is thirty (30) days following the delivery of such Acceleration Notice. Provided that it is not prohibited by the rules and policies of the Exchange or any other stock exchange upon which the Resulting I...

Concurrent Financing. (a) Subject to the terms and conditions of this Agreement, Q32 shall use commercially reasonable efforts to obtain the Concurrent Financing on the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Concurrent Financing as described in the Subscription Agreement and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces the aggregate amount of the Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the Subscription Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Concurrent Financing (or satisfaction of the conditions to the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely impact the ability of Q32 to enforce its rights against other parties to the Subscription Agreement. Q32 shall promptly deliver to Homology copies of any such termination, amendment, modification, waiver or replacement. (b) Q32 shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement. (c) Q32 shall give Homology prompt notice (i) of any breach or default by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of which Q32 becomes aware, (ii) of the receipt of any written notice or other written communication from any Purchaser with respect to any (x) actual breach, default, termination or repudiation by any party to the Subscription Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with respect to the obligation to fund the Concurrent Financing at or substantially simultaneously with the Closing, and (iii) if at any time for any reason Q32 believes in good faith that it will not be able to obtain all or any portion of the Concurrent Financing on the terms and condition...

Concurrent Financing. The Concurrent Financing shall have been consummated or will be consummated concurrently with the Closing or immediately following the Closing in accordance with the terms of the Subscription Agreement.

Concurrent Financing. (a) Q32 has delivered to Homology true, correct and complete copies of all definitive agreements related to the Concurrent Financing, including the Subscription Agreement, pursuant to which the Purchasers (as defined in the Subscription Agreement) party thereto (collectively, the “Purchasers”) have agreed, subject to the terms and conditions set forth therein, to purchase the number of shares of Q32 Common Stock set forth therein in connection with the transactions contemplated by this Agreement. The Subscription Agreement has not been amended or modified prior to the date of this Agreement and as of the date hereof, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 5.27), and as of the date hereof, the respective obligations and commitments contained in the Subscription Agreement have not been withdrawn or rescinded in any respect. (b) As of the date hereof, the Subscription Agreement is in full force and effect and is the legal, valid, binding and enforceable obligation of Q32, and, to the Knowledge of Q32, each of the Purchasers. There are no conditions precedent or other contingencies related to the funding of the full amount of the Concurrent Financing, other than as expressly set forth in the Subscription Agreement. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Q32 or, to the Knowledge of Q32, any Purchaser under the Subscription Agreement. As of the date hereof, Q32 has no reason to believe that any of the conditions to the Concurrent Financing as contemplated by the Subscription Agreement will not be satisfied.

Concurrent Financing. On the Closing Date, concurrent with the Closing of the Transaction, Investor shall invest in Titan $70,000 through the purchase of 3,000,000 shares of its common stock, representing 10% of Titan’s outstanding common stock, on a post-Closing basis. Investor shall also invest in Titan an additional $50,000 in the form of a loan.

Concurrent Financing. Prior to or concurrently with the Closing, Parent shall complete one or more private placements or public offerings of securities of Parent to raise minimum gross proceeds of $4,000,000, on such terms as are mutually agreed to by Parent and the Company provided, however, that if debt securities are sold or a loan is obtained the amount of the debt portion of such gross proceeds shall not exceed $2,000,000 (the “Concurrent Financing”).

Concurrent Financing. (a) The Parties acknowledge and agree that Aura shall use its best efforts to complete a non- brokered private placement financing (the “Concurrent Financing”) immediately prior to the completion of the Transaction of a minimum of 1,000,000 Financing Units with a minimum gross proceeds of $1,000,000 or such other amount as agreed to in writing by Purchaser and Aura (the “Minimum Offering”) and a maximum of 5,000,000 Financing Units with maximum gross proceeds of $5,000,000 or such other amount as agreed to in writing by Purchaser and Aura (the “Maximum Offering”) at $1.00 per Financing Unit. (b) The Parties agree that Aura may engage registered brokers to act as finders in the Concurrent Financing (the “Concurrent Financing Finders”) and Aura will pay a finder’s fee equal to 8% of the gross proceeds of the Concurrent Financing sold to Concurrent Financing Purchasers introduced by the finders and issue finder options (the “Concurrent Financing Finder Options”) to purchase that number of Financing Units equal to 8% of the Financing Units sold in the Concurrent Financing exercisable for a period of two years from the Closing Date at a price of $1.00 per Financing Unit. (c) The Parties agree that it shall be a mutual condition for the completion of the Transaction that ▇▇▇▇ completes the Minimum Offering.