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. 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 and each of its Subsidiaries shall have duly executed and delivered to such Buyer each of the following documents to which it is a party: (A) each of the Transaction Documents, (B) the Additional Notes (allocated in such principal amounts as such Buyer shall request), being purchased by such Buyer at such Additional Closing pursuant to this Agreement and (C) the related Additional Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at such Additional Closing pursuant to this Agreement.
(ii) Such Buyer shall have received the opinion of S▇▇▇▇ & W▇▇▇▇▇ L.L.P., the Company's outside counsel, dated as of such Additional Closing Date, in substantially the form of Exhibit G attached hereto.
(iii) The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form of Exhibit F attached hereto, which instructions shall have been delivered to and acknowledged in writing by the Company's transfer agent.
(iv) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its U.S. Subsidiaries in such entity's jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date.
(v) The Company shall have delivered to such Buyer a certificate evidencing the Company's and each of its U.S. Subsidiaries' qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and its U.S. Subsidiaries conduct business or a bring down of such good standing from Incorporating Services, Ltd., as of a date within ten (10) days of such Additional Closing Date.
(vi) The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company and each of its U.S. Subsidiaries (other...
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. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants 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 each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:
(i) The Articles of Amendment shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Florida shall have been delivered to such Buyer.
(ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares and the exercise of the related Warrants to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX and all of the Conversion Shares and Warrant Shares issuable upon conversion of the Additional Preferred Shares and the related Warrants to be sold at such Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market, NYSE or AMEX.
(iii) 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 is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the respective 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 the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the respective Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c)...
Additional Closing Date. If the Company has delivered an Additional Mandatory Closing Notice to each of the Buyers or a Buyer has delivered an Additional Closing Notice to the Company, 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. 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 tenth (10th) 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. 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(c) and 7(c) 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. The additional closings for the purchase and sale of the Preferred Shares in the amounts set forth in Section 2.2(c) hereof (each, an "Additional Closing") shall take place remotely via the exchange of documents and signatures, on such place and time as shall have been agreed to by the Company and Purchaser. Each Additional Closing will be deemed to occur when (A) each of the conditions to the Additional Closings described in Section 9 has been satisfied or waived by the Company or Purchaser, as appropriate, (B) Purchaser will pay the purchase price therefor to the Company by wire transfer of funds to the account of the Company, and (C) the Company shall have delivered duly executed certificates representing the Preferred Shares being purchased by Purchaser. The Date on which an Additional Closing occurs is referred to herein as an "Additional Closing Date."
Additional Closing Date. The obligation of the Company hereunder to issue and sell the Notes to each Buyer at each Additional Closing is subject to the satisfaction, at or before such 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 Purchase Price for the Additional Notes being purchased by such Buyer at such 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 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 such Closing Date.