Additional Closing Sample Clauses
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Additional Closing. The obligation of each Buyer hereunder to purchase its Preferred Shares at each Additional Closing is subject to the satisfaction, at or before each Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof; and provided further that, in the event any such conditions are not met in respect of any Additional Closing and any Buyer other than Yorkville does not agree to waive such conditions in respect of such Additional Closing, Yorkville may elect in its sole discretion to purchase such Buyer’s pro rata share of the Preferred Shares to be issued and sold at such Additional Closing:
(i) The Company shall have delivered to each a Buyer a written notice indicating the aggregate number of Additional Preferred Shares to be issued and sold by the Company at the applicable Additional Closing (the “Additional Closing Tranche”) at least five (5), but no more than seven (7) Trading Days, prior to the desired Additional Closing Date, provided that the Additional Closing Tranche at such Additional Closing shall be no more than 35,000 Additional Preferred Shares.
(ii) The Additional Closing Date may be no less than 60 calendar days after the immediately preceding Closing Date; provided that (A) if the number of Preferred Shares issued and sold at the immediately preceding Closing was greater than 25,000 Preferred Shares, then the succeeding Additional Closing Date may be no less than the earlier of (x) 90 calendar days after the immediately preceding Closing Date, and (y) such date after the immediately preceding Closing Date, and not less than 60 calendar days thereafter, as of which the Buyers no longer hold any Preferred Shares issued in the immediately preceding Closing Date and (B) with respect to the first Additional Closing Date following the First Closing, if any Preferred Shares are outstanding as of the Stockholder Approval Date, such first Additional Closing Date may be no less than the earlier of (x) 45 days after the Stockholder Approval Date and (y) such date after the Stockholder Approval Date as of which the Buyers no longer hold any Preferred Shares issued in the First Closing.
(iii) The average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the Principal Market during the ten (10) consecutive Trading Day period ending on the ...
Additional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(iii), 6(c) and 7(c) below, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing Date (as defined below), such aggregate principal amount of Additional Notes as is set forth in such applicable Additional Closing Notice (each such closing of the purchase of such Additional Notes, each, an “Additional Closing”).
Additional Closing. On or before the thirtieth (30th) day following the Initial Closing Date, the Company may sell and issue at an additional closing (the “Additional Closing” and together with the Initial Closing, a “Closing”) up to the balance of the authorized number of shares of Series CC Preferred Stock not purchased at the Initial Closing at a price per share of not less than the Per Share Purchase Price, to one or more of the Company’s existing stockholders, including existing stockholders that purchase shares of Series CC Preferred Stock at the Initial Closing. Any such sale and issuance in the Additional Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement. The Additional Closing shall take place at the offices of ▇▇▇▇▇▇▇ LLP, 1800 Mercantile Bank and Trust Building, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Baltimore, Maryland, at such date and time as is mutually agreed upon by the Company and the additional purchasers acquiring in the aggregate more than half of the shares of Series CC Preferred Stock being sold at the Additional Closing (the “Additional Closing Date”, and together with the Initial Closing Date, a “Closing Date”). Each purchaser participating in such Additional Closing shall execute a counterpart signature to this Agreement and shall become a party to the Stockholders Agreement and the Registration Rights Agreement, at which time such purchaser shall be treated as a “Purchaser” for purposes of this Agreement and the stock purchased by such purchaser shall be deemed to be sold under this Agreement for purposes of this Agreement, the Stockholders Agreement and the Registration Rights Agreement; provided, that Purchasers that participate in the Initial Closing shall not be required to execute such agreements again.
Additional Closing. (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.
Additional Closing. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions:
(a) The Company and each Guarantor shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer.
(b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.
(c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents.
(e) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Additional Closing. At Buyer's sole and absolute discretion, exercisable for a period of 30 days immediately subsequent to its receipt from Sellers of an Additional Closing Notice (as defined below), Buyer may purchase any or all of the Simulators listed on Schedule 4.14 together with all Leases and other assets relating thereto, including without limitation the Leases listed on Schedule 4.14 (the "Additional Assets"), and identified in such Additional Closing Notice for the cash purchase price indicated on such Schedule for such Simulators. On the date of this Agreement Buyer shall pay a $528,000 non-refundable deposit (the "Deposit") toward the cash purchase price of the Additional Assets in immediately available funds to PL. The Deposit shall be applied toward the cash purchase price of any or all of the Additional Assets which Buyer elects to purchase and Buyer shall pay the balance, if any, of the cash purchase price for such Additional Assets upon delivery by Sellers of such Additional Assets. Buyer acknowledges and agrees that it shall forfeit any portion of the Deposit that is not so applied towards the purchase of the Additional Assets. Upon the consummation of any such purchase, IMTS shall issue an additional warrant to Buyer, in the same form as the Warrant, exercisable for a number of shares of Common Stock equal to (i) the sum of the (x) the aggregate cash purchase price for the Additional Assets purchased minus (y) the amount, if any, of the Deposit applied to the purchase of such Additional Assets times (ii) 2.5. Sellers shall deliver an Additional Closing Notice with respect to each Simulator listed on Schedule 4.14 no later than 10 days prior the installation of such Simulator and, in any event, no later than May 31, 2005, and Sellers acknowledge that any failure to do so would result in a loss to Buyer subject to indemnification under Section 4 in an amount equal to Buyer's reasonable anticipated profits from the Additional Assets. To the extent that Buyer elects not to purchase any Additional Assets, and Sellers enter into more favorable Leases (by amendment or otherwise) with respect thereto prior to the stated termination of the Leases described in any Additional Closing Notice or Notices, Sellers shall promptly pay to Buyer an amount equal to the present value of any such favorable difference in economic terms.
Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date;
ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number of Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date;
iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
iv. legal opinions of Company U.S. Counsel and Company Cayman Counsel (with respect to the Company and each of the Subsidiary Guarantors), directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers;
v. certificates, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the boards of directors of the Company and each of the Subsidiary Guarantors, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the constitutional documents of the Company and each of the Subsidiary Guarantors and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company and each of the Subsidiary Guarantors; and
vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii).
(ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicab...
Additional Closing. (i) The obligations of the Company hereunder in connection with the Additional Closing are subject to the following conditions being met:
i. the Company shall have received the Nasdaq Stockholder Approval;
ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
iii. all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Additional Closing Date shall have been performed; and
iv. the delivery by each Purchaser of the items set forth in Section 2.3(b)(ii) of this Agreement.
(ii) The respective obligations of the Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met, provided, however that such conditions may be waived, modified or amended by the Purchaser:
i. the Company shall have received the Nasdaq Stockholder Approval;
ii. the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Additional Closing Date of the representations and warranties of the Company contained herein (unless such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
iii. all obligations, covenants and agreements of the Company required to be performed at or prior to the Additional Closing Date shall have been performed;
iv. the delivery by the Company of the items set forth in Section 2.3(b)(i) of this Agreement;
v. there shall have been no Material Adverse Effect with respect to the Company;
vi. no Event of Default (as defined in the Notes) shall have occurred or be continuing; and
vii. from the date hereof to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market an...
Additional Closing. On each Additional Closing Date, (i) each Buyer shall pay its respective applicable Additional Purchase Price for such Additional Closing (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Additional Notes to be issued and sold to such Buyer at such Additional Closing, by wire transfer of immediately available funds in accordance with the applicable Additional Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer an Additional Note in the aggregate original principal amount as is set forth in the applicable Additional Closing Notice to be issued to such Buyer, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
Additional Closing. On each Additional Closing Date, (i) each Buyer shall deliver or reserve for payment and agree to deposit its applicable Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) (the "Applicable Additional Deposit Amount") to such Buyer's or Buyer Group's Deposit Account, if any, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Buyer's or Buyer Group's Deposit Agreement, such Applicable Additional Deposit Amount to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreement, in each case, for the Additional Notes and the Additional Warrants to be issued and sold to such Buyer at such Additional Closing and (ii) the Company shall deliver to each Buyer such Additional Notes (allocated in the principal amounts as such Buyer shall request) which such Buyer is then purchasing hereunder along with such Additional Warrants (allocated in the amounts as such Buyer shall request) which such Buyer is purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of such Buyer or its designee.