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I’m not too sure how the timelines rise up between the 2 settings, however possibly the Dragonborn have been the outcome of draconian insurrection. It would make sense since most Dragonborn don’t conform to at least one single color-sample, but as a substitute exhibit colors from many various dragons. When you wish to give her the Bouquets of Roses you select the highest option as a substitute of the one to evaluate earlier party chats.
The provisions of this Section shall apply equally and equally to successive Corporate Events and shall be utilized without regard to any limitations on the conversion or redemption of this Debenture. The Company shall always reserve and maintain available out of its licensed Ordinary Shares the total variety of Ordinary Shares issuable upon conversion of all excellent quantities under this Debenture; and inside three Business Days following the receipt by the Company of a Holder’s notice that such minimal number of Underlying Shares is not so reserved, the Company shall promptly reserve a enough number of shares to adjust to such requirement. Subject to the provisions of Section , at any time or instances on or after the Issuance Date, the Holder shall be entitled to transform any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Ordinary Shares in accordance with Section , at the Conversion Rate . Upon every conversion and upon receipt of the suitable notice from the Holder as set forth in Section herein, the Company shall problem the applicable Ordinary Shares to the Holder.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the rest of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. Failure of any celebration to exercise any right or remedy underneath this Agreement or in any other case, or delay by a celebration in exercising such right or remedy, shall not operate as a waiver thereof. During the Registration Period, the Company shall file with the SEC in a timely method all required reports beneath part 13 https://married.dating/nostringsattached-com-review/ or 15 of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirements of the Exchange Act and the SEC for submitting thereunder. Such indemnity shall stay in full drive and impact no matter any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything on the contrary contained herein, the indemnification settlement contained in this Section 6 with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the unfaithful assertion or omission of fabric reality contained in the prospectus was corrected and such new prospectus was delivered to every Investor previous to such Investor’s use of the prospectus to which the Claim relates.
The Company shall furnish to the Investor as long as such Investor owns Registrable Securities, promptly upon request, a written assertion by the Company that it has complied with the reporting requirements of Rule a hundred and forty four, a duplicate of the newest annual report of the Company and such different reports and paperwork so filed by the Company, and such different information as could also be moderately requested to allow the Investors to promote such securities pursuant to Rule one hundred forty four without registration. The indemnity agreements contained herein shall be along with any explanation for action or related proper of the Indemnified Party or Indemnified Person towards the indemnifying party or others, and any liabilities the indemnifying party may be topic to pursuant to the legislation. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or declare by the indemnifying get together and shall furnish to the indemnifying celebration all data moderately out there to the Indemnified Party or Indemnified Person which relates to such motion or declare. The indemnifying party shall keep the Indemnified Party or Indemnified Person totally apprised at all times as to the standing of the protection or any settlement negotiations with respect thereto.
Adjustment of Conversion Price upon Issuance of Ordinary Shares. If the Company, at any time while this Debenture is excellent, points or sells any Ordinary Shares or Convertible Securities, for a consideration per share (the “New Issuance Price”) lower than a worth equal to the Fixed Conversion Price in impact immediately previous to such problem or sale (such worth the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then instantly after such Dilutive Issuance the Fixed Conversion Price then in impact shall be reduced to an quantity equal to the New Issuance Price. For the purposes hereof, if the Company in any manner points or sells any Convertible Securities and the lowest worth per share for which one Ordinary Share is issuable upon such conversion or exchange or exercise thereof is lower than the Applicable Price, then such Ordinary Share shall be deemed to be excellent and to have been issued and sold by the Company on the time of the issuance or sale of such Convertible Securities for such worth per share. No further adjustment of the Conversion Price shall be made upon the precise issuance of such Ordinary Shares upon conversion or exchange or exercise of such Convertible Securities. Nothing herein shall limit a Holder’s proper to pursue actual damages or declare an Event of Default pursuant to Section herein for the Company’s failure to deliver certificates representing shares upon conversion inside the interval specified herein and such Holder shall have the proper to pursue all remedies out there to it at regulation or in equity including, with out limitation, a decree of specific efficiency and/or injunctive reduction, in every case with out the necessity to publish a bond or present other security. The exercise of any such rights shall not prohibit the Holder from in search of to enforce damages pursuant to another Section hereof or under relevant law. The Holder shall not promote such number of Ordinary Shares in any calendar month that would lead to gross proceeds acquired by the Holder in extra of the larger of 30% of the greenback buying and selling volume of the Ordinary Shares during such calendar month, of $500,000.
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No indemnifying celebration shall be responsible for any settlement of any action, declare or proceeding effected with out its prior written consent; provided, nevertheless, that the indemnifying celebration shall not unreasonably withhold, delay or condition its consent. No indemnifying celebration shall, with out the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or different compromise which doesn’t embrace as an unconditional time period thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such declare or litigation. Following indemnification as supplied for hereunder, the indemnifying get together shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third events, companies or companies relating to the matter for which indemnification has been made. The failure to ship written notice to the indemnifying party within an inexpensive time of the graduation of any such motion shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its capability to defend such action. The Company agrees that it shall, upon learning that disclosure of such information regarding an Investor is sought in or by a court docket or governmental body of competent jurisdiction or via other means, give prompt written notice to such Investor and permit such Investor, on the Investor’s expense, to undertake acceptable motion to prevent disclosure of, or to acquire a protective order for, such info. Upon the request of the documents mentioned above pursuant to this Section 3, the Investor shall provide paperwork to the Company typically supplied by an underwriter of its securities in kind, scope and substance as is typically given in an underwritten public offering, including an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.
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The Company confirms that neither it nor another licensed Person acting on its behalf has offered any of the Buyers or their brokers or counsel with any info that constitutes or may reasonably be expected to represent material, personal information regarding the Company or any of its Subsidiaries, apart from the existence of the transactions contemplated by this Agreement and the opposite Transaction Documents. The Company understands and confirms that every of the Buyers will depend on the foregoing representations in effecting transactions in securities of the Company. All disclosures offered to the Buyers relating to the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, together with the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries, taken as an entire, had been true and correct and do not include any untrue statement of a material truth or omit to state any material reality necessary in order to make the statements made therein, within the gentle of the circumstances underneath which they had been made, not deceptive. No occasion or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their enterprise, properties, liabilities, operations or situations , which, beneath applicable regulation, rule or regulation, requires public disclosure at or earlier than the date hereof or announcement by the Company however which has not been so publicly disclosed.
Begin by standing together with your feet shoulder-width aside and your knees barely bent. Raise your arms to chest degree, and make two fists.
Notwithstanding something to the contrary contained on this Agreement, the Company acknowledges and agrees that, topic to compliance with relevant federal and state securities laws, the Securities may be pledged by a Buyer in reference to a bona fide margin settlement or other loan or financing association that is secured by the Securities. The Company hereby agrees to execute and ship such documentation as a pledgee of the Securities could reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer. The Company shall problem to YA II PN, Ltd. as the lead Buyer (the “YA II PN”), 50,000 shares of Ordinary Stock (the “Commitment Shares”) as commitment fee.
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Nothing contained herein shall be deemed or function to preclude any get together from bringing go well with or taking different authorized motion towards the opposite get together in some other jurisdiction to gather on the opposite celebration’s obligations to such party or to implement a judgment or different courtroom ruling in favor of such get together. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The Company shall have delivered to such Buyer a certificates evidencing the incorporation and good standing of the Company as of a date within ten days of the Closing Date.
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His TV present is broadcast in 180 nations, and his nationwide radio present airs on over 480 stations. He travels the globe talking of God’s hope and igniting revival within the hearts of his listeners. The three Americans and one Japanese astronaut will remain at the orbiting lab until their replacements arrive on another Dragon in April. And so it’ll go, with SpaceX — and eventually Boeing — transporting astronauts to and from the station for NASA. “We can’t wait to have you on board,” she added after the 2 spacecraft had been latched together. In response, the sisters acquired an enthusiastic e-mail from the Dragon’s Den manufacturing staff, stating they had been impressed with what they noticed.
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“The experience into space was probably somewhat rougher than Baby Yoda was used to,” Hopkins stated. The astronauts selected a small, plush Baby Yoda as their zero-gravity indicator for a similar reason — “when you see him, it’s onerous not to smile,” stated commander Mike Hopkins.
This limitation shall not apply at any time after the occurrence of an Event of Default, and with respect to any sales of Ordinary Shares at costs larger than or equal to the Fixed Conversion Price. This limitation may be waived with the written consent of the Company. The Exchange Cap shall be appropriately adjusted for any inventory dividend, inventory cut up, reverse stock break up or similar transaction.
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- Vigholf knew who drove his brother insane, and he discovered it amusing.
- Not as a result of he wanted to, but as a result of it was needed.
- To be the son of a dragonlord who couldn’t struggle off two women was to return from a weak bloodline, one thing Ragnar and his siblings merely could not afford if he hoped to calm the unrest his father had been stirring up for centuries by being a right bastard.
- Most of the time, though, Vigholf moved out of the way in which quick enough to keep away from any real injury.
- Vigholf, one aspect of his mouth raised in a smile, nodded and returned his consideration to the representatives.
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Such Buyer does not presently have any settlement or understanding, instantly or indirectly, with any Person to distribute any of the Securities. Mixed crews would guarantee at least one astronaut or cosmonaut on board the station always, whatever the sudden departure of a Soyuz or commercial crew ship, to operate their nation’s methods. NASA still plans to launch astronauts aboard Soyuz spacecraft via the life of the station program as a hedge in opposition to emergencies like a severe sickness, for example, that might end result in the early departure of a U.S. or Russian crew ship. “There’s a sure amount of time we’ve to dedicate simply to station upkeep, and with just one or two U.S. and international companion crew members, it’s hard to get all of the science carried out that we need to do. So having all these extra crew members there means we are able to accomplish that rather more scientifically.” It will be an extended-awaited homecoming of sorts for Hopkins, Walker and Noguchi. All three are veterans of earlier lengthy-length station expeditions. Glover, a Navy F/A-18 provider pilot-turned astronaut, is making his first area flight.
He sincerely shares his personal struggles, heartbreak, being recognized with advanced PTSD, and the devastating losses of his brother and sister. As a social media influencer, hundreds of thousands of YouTube subscribers have tuned in to watch and hearken to Hope Generation. Ben is infiltrating old and new media alike and spreading God’s message of hope like fire. Ben Courson is a bestselling creator, a TV and radio persona, a world speaker, founder of Hope Generation, and the senior pastor at Applegate Christian Fellowship. He has been featured on Fox, Hallmark Channel, TBN, ABC household, as well as featured in Psychology Today and Christianity Today, and plenty of different mainstream media outlets.