Additional Closing Date Sample Clauses
The "Additional Closing Date" clause defines the terms under which parties may schedule one or more closings beyond the initial closing date specified in an agreement. This clause typically outlines the conditions, procedures, and timeframes for setting these subsequent closing dates, such as in real estate transactions where multiple properties or units are involved, or when certain conditions must be met before additional closings can occur. Its core practical function is to provide flexibility and clarity for both parties, ensuring that the transaction can proceed smoothly even if all elements cannot be completed on the original closing date.
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing No...
Additional Closing Date. The obligation of the Company hereunder to issue and sell the Additional Notes to each Buyer at the Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer and each other Buyer shall have delivered to the Company the Additional Purchase Price for the Additional Notes being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(ii) The representations and warranties of such Buyer shall be true and correct in all material respects 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 such Buyer 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 such Buyer at or prior to the Additional Closing Date.
Additional Closing Date. If the Company delivers an Additional Closing Notice (as defined below), the date and time of the applicable Additional Closing (each, an “Additional Closing Date,” and the Initial Closing Date and each Additional Closing Date, each, a “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to such Additional Closing set forth in this Section 1(b)(ii), 6(b) and 7(b) below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer).
Additional Closing Date. The obligation of each Buyer hereunder to purchase the Additional Notes and the related Additional Warrants at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have executed and delivered to such Buyer the Additional Notes (in such principal amounts as such Buyer shall request) and related Additional Warrants (in such amounts as such Buyer shall request), in each case which are being purchased by such Buyer at the applicable Additional Closing pursuant to this Agreement.
(ii) Such Buyer shall have received the opinion of (x) Mayer, Brown, ▇▇▇▇ & Maw LLP, the Company’s counsel, dated as of the applicable Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-1 attached hereto, and (y) the General Counsel to the Company, dated as of the applicable Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit H-2 attached hereto.
(iii) The Irrevocable Transfer Agent Instructions shall remain in effect as of the applicable Additional Closing Date and the Company shall cause its transfer agent to deliver a letter to such Buyer to that effect.
(iv) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such corporation’s state of incorporation issued by the Secretary of State of such state of incorporation as of a date within 10 days of the applicable Additional Closing Date.
(v) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of Maryland as of a date within 10 days of the applicable Additional Closing Date.
(vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within 10 days of the applicable Additional Closing Date.
(vii) The Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company dated as of the applicable Additional Closing ...
Additional Closing Date. If the Company delivers an Additional Closing Notice (as defined below), the date and time of the Additional Closing shall be 10:00 a.m. (New York City time), on a date that is no later than the second (2nd) Trading Day after the Effective Date (the "Additional Closing Date," and the Initial Closing Date and the Additional Closing Date are each sometimes referred to in this Agreement as a "Closing Date").
Additional Closing Date. Subject to completion of the Initial Closing, the Second Closing and the Third Closing, if the Company has delivered an Additional Mandatory Closing Notice to each of the Buyers, the date and time of the applicable Additional Closing (each, an “Additional Closing Date,” and the Initial Closing Date, the Second Closing Date, the Third Closing Date and each Additional Closing Date, each, a “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to such Additional Closing set forth in this Section 1(b)(iv) and Sections 6(d) and 7(d) below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer).
Additional Closing Date. The date and time of the Additional Closing (the “Additional Closing Date,”) shall be 10:00 a.m., New York time, on the date hereof (or such other date as is mutually agreed to by the Company and the Buyer).
Additional Closing Date. The date and time of the Additional Closing (the “Additional Closing Date” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 9:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) below are satisfied or waived (or such later time or date as is mutually agreed to by the Company and each Buyer).
Additional Closing Date. 3 Agreement . . . . . . . . . . 1
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), the Additional Closing shall occur immediately prior to the Business Combination Closing Date (the “Additional Closing Date,” and the Initial Closing Date and the Additional Closing Date, each, a “Closing Date”). For the avoidance of doubt, subject to the satisfaction (or waiver) of the Additional Closing Conditions, the Additional Closing shall be mandatory and neither the Company nor any Buyer shall have the right to elect not to consummate the Additional Closing.