Page 31 of 67 SEC Filing
(b)
The obligations of the Company, on the one
hand, and the Investors, on the other hand, to effect the Subsequent Closing shall terminate as follows:
(i)
Upon the mutual written consent of the Company and the Investor;
(ii)
By Boyalife USA if any of the conditions set forth in Section 6.3 shall have become incapable of fulfillment, and
shall not have been waived by Boyalife USA; or
(iii)
By the Company if any of the conditions set forth in Section 6.4 shall have become incapable of fulfillment, and
shall not have been waived by the Company;
provided, however, that, except
in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach
of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents
if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect
the Subsequent Closing.
(c)
Nothing in this Section 6.5 shall be
deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the
other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement or the other Transaction Documents.
7. Covenants and Agreements of the Company.
7.1 Reservation of Common Stock. The Company
shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose
of providing for the exercise of the Warrants and the conversion of the Debenture, such number of shares of Common Stock as shall
from time to time equal the number of shares sufficient to permit the exercise of the Warrants and the conversion of the Debenture
issued pursuant to this Agreement in accordance with their respective terms.
7.2 No Conflicting Agreements. The Company
will not take any action, enter into any agreement or make any commitment that would conflict or interfere in any material respect
with the Company’s obligations to the Investors under the Transaction Documents.
7.3 Investor Participation Right. The Company
hereby grants to each Investor the right of first refusal to purchase such Investor’s Pro Rata portion of fifty percent
(50%) of any New Securities (as defined in this Section 7.3(a)) which the Company may, from time to time, propose to sell
and issue after the date of this Agreement (the “Participation Rights”).
(a)
“New Securities” shall
mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now authorized or not, and rights,
convertible securities, options or warrants to purchase such capital stock, and securities of any type whatsoever that are, or
may become, exercisable or convertible into capital stock; provided that the term “New Securities” does not include:
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