Use of Proceeds Contract Clauses (406)

Use of Proceeds. On or prior to the date of this Note, the Payee shall remit the full principal amount to the Maker. The Maker hereby represents, warrants and covenants to the Payee, that the entire principal amount will be used by the Maker solely for purposes of making a payment pursuant to the Investment Management Trust Agreement dated November 2, 2021 by and between Maker and Continental Stock Transfer & Trust Company, a New York limited liability trust company ("CST"), for the Extension.

Use of Proceeds. The Borrower covenants and agrees that it will use the proceeds of the Tranche B-1 Term Loans to prepay in full the aggregate principal amount of Existing Loans outstanding on the Amendment No. 1 Effective Date and to pay any interest, fees and/or expenses related thereto.

Use of Proceeds. In addition to the other agreements and covenants set forth herein, the Company agrees to use the net proceeds from the Offering for working capital, operations and further development of its identify transaction platform and the Company shall not, directly or indirectly, use such proceeds for any distribution or dividend to any shareholder of the Company.

Use of Proceeds. The Subscriber acknowledges that any proceeds from the sale of the shares will be used by the Company as described in the Memorandum.

Use of Proceeds. The Investor acknowledges that the Company will use the proceeds received from the purchase of the Note for, among other things, (i) costs and expenses relating to the sale of the Note to the Investor and (ii) general working capital purposes. 11 8. Rule 144 Availability; Public Information. At all times during the period commencing on the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities can be sold without the requirement to be in compliance with ...Rule 144(c)(1) under the 1933 Act and otherwise without restriction or limitation pursuant to Rule 144 under the 1933 Act, the Company shall use its reasonable best efforts to ensure the availability of Rule 144 under the 1933 Act to the Investor with regard to the Conversion Shares, including compliance with Rule 144(c)(1) under the 1933 Act. If, (i) at any time during the period commencing from the six (6) month anniversary of the Closing Date and ending on the first anniversary of the Closing Date, the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) under the 1933 Act (a "Public Information Failure"), or (ii) the Company shall fail to take such action as is reasonably requested by the Investor to enable the Investor to sell the Conversion Shares pursuant to Rule 144 under the 1933 Act (including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company's transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor's broker to effect such sale of securities pursuant to Rule 144 under the 1933 Act), then, in either case, in addition to the Investor's other available remedies, the Company shall pay to a Investor, in cash, as liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price of the Investor's Securities on the day of a Public Information Failure or Process Failure, as applicable, and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until (a) in the case of a Process Failure, the date such Process Failure is cured, or (b) in the case of a Public Information Failure, the earlier of (1) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Investor to transfer the Conversion Shares pursuant to Rule 144 under the 1933 Act. The payments to which the Investor shall be entitled pursuant to this Section 8 are referred to herein as "Rule 144 Failure Payments." Rule 144 Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Rule 144 Failure Payments are incurred and (ii) the third (3rd) Trading Day after the event or failure giving rise to the Rule 144 Failure Payments is cured. View More

Use of Proceeds. The Investor acknowledges that the Company will use the proceeds received from the purchase of the Note for, among other things, (i) costs and expenses relating to the sale of the Note to the Investor and (ii) general working capital purposes.

Use of Proceeds. The Company shall use the proceeds from the sale of the Shares for general corporate purposes.

Use of Proceeds. On the date of this Note, Payee shall remit the full principal amount to Maker in accordance with the wiring instructions attached here to as Exhibit A. Maker hereby represents, warrants and covenants to Payee that the entire principal amount will be used by Maker solely for purposes of paying certain fees owed by the Maker to fund the ongoing operations of the Maker.

Use of Proceeds. Maker shall use the proceeds from this Note hereunder for general working capital purposes.

Use of Proceeds. The proceeds of the Tranche B-1 Term Loans shall be applied in exchange for or to prepay in full the aggregate principal amount of the Existing Term Loans outstanding on the First Amendment Effective Date in accordance with the terms hereof.