Additional Closing Dates Sample Clauses
Additional Closing Dates. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares and the related Warrants at each of the Additional Closings is subject to the satisfaction, at or before the Additional Closing Dates, 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 Certificate of Designations 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 Delaware shall have been delivered to such Buyer.
(ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market or the Nasdaq National Market or listing on NYSE, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market or NYSE shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc. or NYSE and all of the Conversion Shares issuable upon conversion of the Additional Preferred Shares to be sold at the Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market or NYSE.
(iii) The representations and warranties of the Company shall be true and correct 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 with the covenants, agreements and conditions required by the Transaction Documents or the Certificate of Designations 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) above.
(iv) Such Buyer shall have received the opinion of Winston & ▇▇▇▇▇▇ dated as of such Additional Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of EXHIBIT C attached hereto; and such Buyer shall have received the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. dated as of su...
Additional Closing Dates. The obligation of the Company hereunder to issue and sell the Additional Preferred Shares to each Buyer at each of the Additional Closings is subject to the satisfaction, at or before the respective 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 shall have complied with the requirements of Section 1(c).
(ii) Such Buyer shall have delivered to the Company the Purchase Price for the Additional Preferred Shares 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.
(iii) 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 the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.
Additional Closing Dates. Subject to completion of the Initial Closing, if the Company has delivered an Additional Mandatory Closing Notice to each of the Buyers or each of the Buyers has delivered an Additional Optional 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)(iii) and Sections 6(c) and 7(c) below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer).
Additional Closing Dates. Thereafter, from time to time prior to the Offering Termination Date, the Managing Member may notify the Escrow Agent and, by instructions given at least 2 business days in advance of each, specify Additional Closing Dates, the approximate amount of Qualifying Subscriptions for such Fund to be accepted as of each Additional Closing Date, the identity of the Subscribers whose subscriptions are anticipated to be accepted as of each Additional Closing Date, and the approximate amount of the Proceeds to be paid to the Fund and to the Participating Brokers, respectively. On each such Additional Closing Date, the Escrow Agent, upon telephonic notice from the Managing Member and the Dealer Manager that all contingencies for payment have been satisfied as required by Rule 15c2-4 under the Act (which notice the Managing Member promptly shall confirm in writing) shall pay to the Fund and each Selling Agent the amounts specified by such notice, and shall additionally pay to the Fund the interest earned on such Proceeds for disbursement to the subscribers pursuant to Section 5 hereof.
Additional Closing Dates. 6 d. Additional Closing Date Form of Payment...........................7
Additional Closing Dates. Each closing of the sale and purchase of Additional Shares (each, an "ADDITIONAL CLOSING") shall take place no later than fifteen (15) business days after the date of delivery of a Share Sales Notice to Novo Nordisk (each, an "ADDITIONAL CLOSING DATE"), subject to the fulfillment of the closing conditions set forth in Article 7.
Additional Closing Dates. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii), the date and time of each additional closing (each, an “Additional Closing”, and together with the Initial Closing, each, a “Closing”) shall be 10:00 a.m., New York time on the third (3rd) Trading Day after the Company shall have received an Additional Closing Notice from a Major Buyer (or such later date as is mutually agreed to by the Company and such Major Buyer) (each, an “Additional Closing Date” and together with the Initial Closing, each a “Closing Date”).
Additional Closing Dates. The date and time of the Additional Closing (the "ADDITIONAL CLOSING DATE," and together with the Initial Closing Date, each or "CLOSING DATE" and collectively, the "CLOSING DATES") shall be 10:00 a.m., New York City Time, on the date specified in the applicable Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer shall purchase the Additional Notes upon receipt of a notice of the filing of the Registration Statement (the "ADDITIONAL CLOSING NOTICE"). The Additional Closing Notice shall be delivered at least one Business Day prior to the Additional Closing Date set forth in such Additional Closing Notice. As used herein, "BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
Additional Closing Dates. 3 1.6 Delivery..................................................3 1.7 Rule 144 Reporting........................................3 1.8 "Market Stand-Off" Agreements.............................3 1.9 Public Offering Lock-Up...................................4 1.10
Additional Closing Dates. At each Additional Closing, the Company shall make the following deliveries to the Investor: