7 Dividend Stocks That Earn 10% Every Month.7 Dividend Aristocrats to Help You Take the Bite Out of the Bear.10 Recession-Proof Stocks That Will Let You Wait Out the Bear.7 Stocks with the Pricing Power to Push Through High Inflation.7 Blue-Chip Dividend Stocks That Won’t be Impacted by Rising Interest Rates.7 Mid-Cap Stocks That Can be the Perfect Fit at Any Time.7 Stocks to Buy to Outrun Rising Interest Rates.

7 Sports Betting Stocks to Buy for Their Long-Term Possibilities.

7 Water Stocks to Buy as the World Dries Up.

7 Solar Stocks Leading the Clean Energy Boom.

7 Railroad Stocks to Keep Your Portfolio Chugging Along.

Still Lovin' It: Investors Keep Visiting McDonald's.

Lucid is Looking Like a Clear EV Winner.

Oracle’s Short-Term Pain Could Be Your Long-Term Gain.

Is Ford Rolling To A Rebound After Its Q3 Warning.

If You’re Hungry for Value, Take a Bite on Ruth's Hospitality Grp.

3 Airline Stocks Stuck in a Holding Pattern.

General Mills: Superior Returns With Less Volatility.

3 Defensive Stocks With 60-Year Dividend Hike Streaks.

For more information, please visit: The Trader's Guide to Equities Research Prior results do not guarantee similar outcomes. This may qualify as 'Attorney Advertising' requiring notice in some jurisdictions. be resolved solely by final and binding arbitration.” As a result, the court held it was up to an arbitrator, not the court, to decide the extent to which the arbitration clauses in the Older SPAs had been superseded by the forum selection clause in the 2020 SPA, and the court therefore lacked personal jurisdiction over Discover.Ĭontent is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. Particularly, the arbitration provisions in the Older SPAs expressly provided that any dispute of any kind “including any issues of arbitrability. Faced with two contractual provisions-one establishing personal jurisdiction in the Southern District of New York and another requiring arbitration elsewhere-the court determined that whether the forum-selection clause in the 2020 SPA superseded the arbitration clauses in the Older SPAs was a question of arbitrability, and while questions of arbitrability are ordinarily determined by courts, the parties had presented clear and unmistakable evidence of their intention to arbitrate questions of arbitrability. The next day, instead of issuing the shares, CleanSpark brought an action seeking a declaratory judgment that the 2020 SPA’s publicity clause superseded the Older SPAs’ publicity clauses, that CleanSpark had no obligation to provide Discover with the 8-K or the 10-Q before filing, and that Discover’s conversion notices were therefore “null and void.” CleanSpark also sought a permanent injunction restraining Discover from pursuing any remedies in connection with its conversion notices.ĭiscover argued in response that the court lacked personal jurisdiction over it.

Based on these filings, Discover issued a conversion notice requiring CleanSpark to issue and deliver 733,334 shares of common stock at a conversion price of $1.50 per share. The 2020 SPA contained a publicity clause that did not require CleanSpark to obtain Discover’s approval prior to certain filings, and a forum-selection clause, which provided that the parties submitted to the exclusive jurisdiction of the state and federal courts sitting in the City of New York.Īfter consummating the 2020 SPA, CleanSpark filed an 8-K and 10-Q without giving Discover the chance to review them. Thereafter, Discover purchased an additional $4 million in CleanSpark stock pursuant to a securities purchase agreement (the “2020 SPA”). be resolved solely by final and binding arbitration.” The Older SPAs also included a “publicity clause,” giving Discover the right to review and approve certain of CleanSpark’s documents prior to publication or filing, and a broad arbitration provision, which provided in relevant part that any dispute of any kind “including any issues of arbitrability. In each agreement, CleanSpark sold, among other things, a convertible debt instrument to Discover and agreed to convert, at Discover’s request, all or any portion of the face value of the debt instruments into shares of CleanSpark’s common stock. (“CleanSpark”) and Discover Growth Fund, LLC (“Discover”) entered into a pair of securities purchase agreements (collectively, the “Older SPAs”).

Cleanspark competitors