No Commitment for Additional Financing. OvaScience and the Company each acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth in Section 1 and subject to the conditions set forth in Section 5. In addition, the Company and OvaScience each acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing or investment, (ii) the Company and OvaScience shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company or OvaScience, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company or OvaScience, and shall have no obligation to assist or cooperate with the Company or OvaScience in obtaining any financing, investment or other assistance.
Appears in 2 contracts
Sources: Stock Purchase Agreement (OvaScience, Inc.), Stock Purchase Agreement (OvaScience, Inc.)
No Commitment for Additional Financing. OvaScience and the The Company each acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth in Section 1 and herein, subject to the conditions set forth in Section 5herein. In addition, the Company and OvaScience each acknowledges and agrees that that, subject to the terms and conditions set forth herein, (ix) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing or investment, (iiy) the Company and OvaScience shall not rely on any such statement by any Purchaser or its representatives and (iiiz) an obligation, commitment or agreement to provide or assist the Company or OvaScience in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company or OvaScienceCompany, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Subject to the terms and conditions set forth herein, each Purchaser shall have the right, in its it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company or OvaScienceCompany, and shall have no obligation to assist or cooperate with the Company or OvaScience in obtaining any financing, investment or other assistance.
Appears in 2 contracts
Sources: Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc), Series D Preferred Stock Purchase Agreement (Proteon Therapeutics Inc)