Approvals Contract Clauses (127)

Approvals. The Company's obligations under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company's shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall... not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate state or federal securities laws. View More

Approvals. 24.1. This Plan shall take effect upon its adoption by the Board (the "Effective Date"). 24.2. Solely with respect to grants of Incentive Stock Options, this Plan shall also be subject to stockholders' approval, within one year of the Effective Date, by a majority of the votes cast on the proposal at a meeting or a written consent of stockholders (however, if the grant of an Award is subject to approval by stockholders, the date of grant of the Award shall be determined as if the Award had not b...een subject to such approval). Failure to obtain such approval by the stockholders within such period shall not in any way derogate from the valid and binding effect of any grant of an Award, except that any Options previously granted under this Plan may not qualify as Incentive Stock Options but, rather, shall constitute Nonqualified Stock Options. Upon approval of this Plan by the stockholders of the Company as set forth above, all Incentive Stock Options granted under this Plan on or after the Effective Date shall be fully effective as if the stockholders of the Company had approved this Plan on the Effective Date. 24.3. 102 Awards are conditional upon the filing with or approval by the ITA, if required, as set forth in Section 9.49. Failure to so file or obtain such approval shall not in any way derogate from the valid and binding effect of any grant of an Award, which is not a 102 Award. View More

Approvals. Company will use its commercially reasonable best efforts to obtain an exception to any shareholder approval requirement from NYSE American or to obtain Approval, and additional listing of all Conversion Shares as soon as possible, and in any event no later than December 31, 2020.

Approvals. On or prior to the date hereof, (i) the Board and (ii) the Requisite Majority have approved this Plan through execution and delivery of a Written Consent of the Board and of a Written Consent and Waiver of Members, respectively.

Approvals. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company's execution of this Promissory Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company's financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Promissory Note primarily for the operations of its busin...ess, and not for any personal, family or household purpose. ENSYSCE BIOSCIENCES, INC. By: /s/ Lynn Kirkpatrick Name: Lynn Kirkpatrick Title: CEO EX-10.22 8 ex10-22.htm Exhibit 10.22 PROMISSORY NOTE Lynn Kirkpatrick Date of Issuance $50,000.00 Aug 3, 2020 FOR VALUE RECEIVED, Ensysce Biosciences, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Lynn Kirkpatrick (the "Lender"), the principal sum of fifty thousand dollars ($50,000.00) together with interest on the unpaid principal balance at the rate on the terms provided for herein. View More

Approvals. Company will at all times use its best efforts to obtain an exception to any shareholder approval requirement from NYSE American or to obtain Approval, and additional listing of all Conversion Shares, as soon as possible and in any event no later than the Company's next annual meeting of stockholders.

Approvals. The Company hereby represents that Company's execution of this Note has been duly approved based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company's financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family, or household purpose or for the repaymen...t of any other debt. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND RIGHT TO PAYMENTS HEREUNDER ARE SENIOR IN ALL RESPECTS AND SHALL BE SUBJECT TO ALL PROVISIONS OF THE SUBSCRIPTION AGREEMENT, OF WHICH SECTION 7 IS INCORPORATED HEREIN BY THIS REFERENCE, AND TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY, THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT SHALL CONTROL. View More

Approvals. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company's execution of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable inquiry concerning the Company's financing objectives and financial situation. In addition, the Company hereby represents that it intends to use the principal of this Note primarily for the operations of its business, and not for any p...ersonal, family or household purpose. BIOAFFINITY TECHNOLOGIES, INC. By: Maria Zannes President and Chief Executive Officer EX-4.9 15 ex4-9.htm EXHIBIT 4.9 Form of Secured Convertible Promissory Note THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. SECURED CONVERTIBLE PROMISSORY NOTE No. SCN-[NUMBER] In San Antonio, Bexar County, Texas $[PRINCIPAL AMOUNT] Date of Issuance: [DATE] FOR VALUE RECEIVED, bioAffinity Technologies, Inc., a Delaware corporation located in San Antonio, Texas (the "Company"), hereby promises to pay to the order of [PURCHASER NAME] (the "Holder"), the principal sum of $[PRINCIPAL AMOUNT], together with simple interest thereon from the date of this Note. Interest will accrue at a rate of 8% per annum until this Note is converted in full or indefeasibly and irrevocably paid in full by the Company; provided, however, that immediately upon the occurrence and during the continuance of an Event of Default, interest will accrue interest at a rate equal to 13% per annum. Unless earlier converted into Conversion Shares pursuant to Section 4 of that certain Secured Convertible Note Purchase Agreement dated [DATE], by and among the Company, the Holder and the other parties thereto (the "Purchase Agreement"), the principal and accrued interest of this Note will be due and payable by the Company on the Maturity Date. This Note is one of a series of Notes issued pursuant to the Purchase Agreement, and capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement. View More