Initial and Subsequent Closings Sample Clauses
Initial and Subsequent Closings. Subject to the terms set forth in this Agreement, the issuance, sale and purchase of the Preferred Stock and Warrants shall be consummated in one or more separate closings. The first closing is hereinafter referred to as the "Initial Closing" and any later closing is hereinafter referred to as a "Subsequent Closing" (the Initial Closing and any Subsequent Closings, sometimes referred to herein as a "Closing"). The Initial Closing shall occur, subject to the satisfaction of the conditions set forth in Sections 7 and 8, on the Execution Date, immediately following consummation of the Initial Draw (when the Company receives confirmation from the applicable bank that the wire transfer of Twelve Million Five Hundred Thousand Dollars ($12,500,000) has been deposited into the account designated by the Company), and the issuance and sale by the Company of Twelve Thousand Five Hundred (12,500) Preferred Shares to the Investor and the issuance of the Initial Closing Warrant(s).
Initial and Subsequent Closings. Subject to the satisfaction or waiver of the conditions set forth in section 3.2 below, a closing (the "Initial Closing") shall occur on the date on which the Initial Registration Statement is declared effective by the Securities Exchange Commission (the "Commission") or as soon thereafter as the conditions in Section 3.2 are satisfied. A closing shall also occur on the date on which each Registration Statement covering Additional Shares issued pursuant to Section 1.2(c) is declared effective by the Commission (a "Subsequent Closing" and, together with the Initial Closing, referred to herein as an "Interim Closing"). A closing (the "Final Closing") shall also occur on the third Trading Day following the receipt by Foundation of Share Proceeds and cash from Per-Se pursuant to Section 1.2(c) or (d) equal to the Target Consideration.
Initial and Subsequent Closings. The purchase price for a Note at each Closing (the “Purchase Price”) shall be One Hundred Thousand U.S. Dollars ($100,000). There may be up to three Closings for this offering, with the initial Closing occur on the Effective Date, the second Closing occur within 120 days after the Effective Date (the “Second Closing Date”) and the last Closing within 180 days after the Effective Date (the “Last Closing Date”). The second and last Closings shall be at the sole discretion of the Purchaser.
Initial and Subsequent Closings. Subject to all of the terms and conditions of this Agreement, BSD agrees to exchange 26,613,891 shares of BSD Common Stock in exchange for 8,080,000 shares of the outstanding Triton common stock (the "Triton Common Stock") with the Shareholders as set forth in Exhibit l.l hereto (the "initial closing"). After the initial closing BSD shall continue to seek to acquire the balance of the 750,000 issued and outstanding shares of Triton Common Stock for 2,470,349 shares of BSD Common Stock.
Initial and Subsequent Closings. (a) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, the Initial Closing Securities for the Subscription Amount, which equals $212,500 (the “Initial Subscription Amount”). At the Initial Closing, the Purchaser shall deliver the Initial Subscription Amount to the Company in the form of a Purchase Note, and the Company shall deliver to the Purchaser the Initial Closing Securities due in respect of the Initial Subscription Amount, and each party shall otherwise satisfy all of the covenants and conditions set forth in Sections 2.03 and 2.04.
(b) On each Subsequent Closing Date prior to the Final Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, the number of shares of Common Stock specified in the Purchase Notice for which the Subsequent Closing relates for the Subscription Amount due for such shares (the “Subsequent Subscription Amount”). At each Subsequent Closing, the Purchaser shall deliver the Subsequent Subscription Amount due the Company in the form of a Purchase Note, and the Company shall deliver to the Purchaser the Subsequent Closing Securities due in respect of the Subsequent Closing, and each party shall otherwise satisfy all of the covenants and conditions set forth in Sections 2.03 and 2.04.
(c) On the Final Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, the number of shares of Common Stock equal to 1,000,000 less the number of shares of Common Stock purchased at the Initial Closing and all prior Subsequent Closings (the “Final Closing Securities”), for the Subscription Amount due for such number of shares (the “Final Subscription Amount”). At the Final Closing, the Company shall deliver to the Purchaser the Final Closing Securities due in respect of the Final Closing, and the Company shall pay cash equal to the Final Subscription Amount, and each party shall otherwise satisfy all of the covenants and conditions set forth in Sections 2.03 and 2.04.
(d) All Closings shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree.
(e) Notwithstanding anything to the contrary in this Agreement, in no event shall the Pur...
Initial and Subsequent Closings