Additional Closing Sample Clauses

Additional Closing. (i) Each Purchaser and the Company shall each have the right to deliver a written notice to the other (the "Additional Financing Notice") requiring such other party to either sell or buy (severally and not jointly), as the case may be, the Additional Securities for the Additional Purchase Price. The Additional Financing Notice may be delivered no earlier than 190 days following the Closing Date and no later than 210 days following the Closing Date, or as otherwise agreed to by the parties hereto. At the Additional Closing each Purchaser which receives or delivers an Additional Closing ------ 2 The number which equals 7.5% of $7,000,000 divided by the lesser of (i) 110% of the average of the Per Share Market Values for the four Trading Days preceding the Additional Closing Date and (ii) $16.00 (subject to equitable adjustment for stock splits, recombinations and similar events). Notice pursuant to the terms hereof shall (subject to the terms and conditions herein) purchase such portion of the Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the Closing. The closing of the purchase and sale of Additional Securities (the "Additional Closing") shall take place at the offices of Robinson Silverman,1290 Av▇▇▇▇ ▇▇ t▇▇ ▇▇▇▇▇▇a▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇▇▇ess Day after the Additional Financing Notice is received by a Purchaser or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto, provided, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 5 of this letter shall have been satisfied by the Company or waived by the Purchasers. The date of the Additional Closing is hereinafter referred to as the "Additional Closing Date." Notwithstanding anything to the contrary contained in this letter, each Purchaser may, prior to the Additional Closing Date, designate an Affiliate thereof to acquire all or any portion of the Additional Securities. (i) At the Additional Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to (x) each Purchaser which receives or delivers an Additional Closing Notice pursuant to the terms hereof or its designated Affiliate: (1) the number of Additional Shares purchased equal to such Purchaser's pro rata portion of the Initial Shares issued and sold at the Closing, registered in the name of such Purch...

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.

Additional Closing i. The obligations of KiOR to sell the Notes, and of the Purchasers to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions: (a) The notifications of the Purchasers and KiOR pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any extensions thereof shall have expired or been terminated; and (b) Consummation of the transactions contemplated hereby or by the Transaction Documents shall not have been restrained, enjoined or otherwise prohibited or made illegal by, or conditioned upon the receipt of any approvals or consents from Governmental Authorities under, any applicable law. ii. The obligations of KiOR to sell the Notes are subject to the fulfillment, on or before any Additional Closing, of each of the following conditions, unless otherwise waived by KiOR: (a) each Purchaser shall pay to KiOR, by wire transfer of immediately available funds, the applicable amount set forth opposite such Purchaser’s name under the heading “Additional Closing” on the Schedule of Purchasers for the Notes being purchased by such Purchaser at the Additional Closing. The Additional Closing shall not be deemed to occur, and all such payments by any Purchaser shall be deemed to be held in escrow, until all Purchasers listed on the Schedule of Purchasers have tendered to KiOR the applicable Purchase Price indicated thereon; and (b) each of the representations and warranties of each Purchaser in this Agreement and the other Transaction Documents shall be true and correct on the date of the Additional Closing, and the occurrence of such Additional Closing shall be deemed to be a representation and warranty of each Purchaser that such representations and warranties are true and correct. iii. The obligations of each Purchaser to purchase the Notes are subject to the fulfillment, on or before each Additional Closing, of each of the following conditions, unless otherwise waived by such Purchaser: (a) the Required Purchasers shall have determined that the Company shall have satisfied the applicable Milestone (as determined in the sole discretion of (and to the satisfaction of) the Required Purchasers); (b) the representations and warranties of the Company set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or m...

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. 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. (a) The Additional Closing shall take place at the offices of the Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., Los Angeles time, as soon as practicable, or at such other time and place as the parties may agree but not later than on the tenth Business Day, following the execution of Amendment No. 3 to Stock Purchase Agreement, or (the date on which the Additional Closing occurs, the "Additional Closing Date"). (b) At the Additional Closing, (i) the Company will deliver to the Purchaser certificates representing the Additional Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.3.1 hereof (registered in the name or names and in the denominations designated by Purchaser at least two Business Days prior to the Additional Closing Date), (ii) the Purchaser, in full payment for the Additional Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.3.1 hereof, will deliver to the Company an amount per share equal to the Additional Purchase Price, in immediately available funds by wire transfer to the account specified by the Company to Purchaser, at least two Business Days prior to the Additional Closing Date, or by such other means as may be agreed upon by the parties hereto, and (iii) the Company will issue the Additional Warrant to a designee of the Purchaser." (b) Section 2.4 is deleted in its entirety and replaced by the following:

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. 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. Subject to the satisfaction (or waiver) of the conditions set forth in Section 6(b) and 7(b) below, if a Buyer has delivered an Additional Closing Notice (as defined below) to the Company, 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), an Additional Note in the original principal amount as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (each, an “Additional Closing”).