Milestone Closing Date Sample Clauses

Milestone Closing Date. The Milestone Closing will take place as soon as reasonably practicable after the Public Announcement, but no later than the fifth Business Day after the determination of the Milestone Price (the date on which the Milestone Closing actually occurs, the “Milestone Closing Date”), or at such other time and place as agreed upon by the Company and the Purchasers subscribing for a majority of the Milestone Securities to be sold and issued in the Milestone Closing hereunder (the Preferred Shares to be counted on an as-converted-to-common-stock basis), based on the amounts set forth on Exhibit A hereto under the heading “Milestone Closing Shares Subscription Amount”. Notwithstanding any other provision of this Agreement, if the Alternative Milestone Price is less than $0.50 per share (as adjusted for any stock splits or combinations occurring after the date of this Agreement), then the Milestone Closing will not occur and no party to this Agreement will have any right or obligation to sell, issue or purchase the Milestone Securities.
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Milestone Closing Date. The Milestone Closing will take place on the fifth Business Day after the Company delivers the Milestone Closing Put Right Notice to all Purchasers (the “Milestone Closing Date”), or on such later date as the Company and the Purchasers purchasing a majority of the Milestone Securities so agree.
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Milestone Closing Date. The closing of the release from the Escrow Account of (i) the Milestone Shares to Investor and (ii) the Milestone Cash Consideration to the Company (the “Milestone Closing”) shall take place at 10:00 a.m., local time (Israel) electronically via the exchange of documents and signatures, within no later than the first (1st) Business Day immediately following the satisfaction (or wavier, by the party entitled to provide such waiver) of all the Milestone Closing Conditions (other than those respective conditions that by their nature are to be satisfied only at the Milestone Closing), or such other date and time as the Company and the Investor agree in writing (the date on which the Milestone Closing actually takes place, the “Milestone Closing Date”).
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Related to Milestone Closing Date

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares and the Initial Warrants from the Company at the Initial Closing is subject to the satisfaction, at or before the Initial 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 each of the Transaction Documents and delivered the same to such Buyer. (ii) The Certificate of Designations, shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by such Secretary of State shall have been delivered to such Buyer. (iii) The Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and the Conversion Shares and the Warrant Shares issuable upon conversion or exercise of the Initial Preferred Shares be shall be listed upon the Principal Market. (iv) The representations and warranties of the Company shall be true and correct as of the date when made and as of the 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 Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the 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 the Closing Date regarding the representation contained in Section 3(c) above. (v) Such Buyer shall have received the opinion of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. dated as of the Initial Closing Date, in form, scope and substance reasonably satisfactory to such Buyer and in substantially the form of Exhibit D attached hereto. (vi) The Company shall have executed and delivered to such Buyer the Preferred Stock Certificates and the Warrants (in such denominations as such Buyer shall request) for the Initial Preferred Shares and the Initial Warrants being purchased by such Buyer at the Initial Closing. (vii) The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to such Buyer (the "Resolutions"). (viii) As of the Initial Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion of the Initial Preferred Shares and the exercise of the Initial Warrants, at least 2,500,000 shares of Common Stock. (ix) The Irrevocable Transfer Agent Instructions, in the form of Exhibit E attached hereto, shall have been delivered to and acknowledged in writing by the Company's transfer agent. (x) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company and each Subsidiary in such entity's state of incorporation or organization issued by the Secretary of State of such state of incorporation or organization as of a date within ten days of the Initial Closing Date. (xi) 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 as of a date within ten days of the Initial Closing Date. (xii) The Company shall have delivered to such Buyer a secretary's certificate, dated as the Closing Date, as to (A) the Resolutions, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Initial Closing. (xiii) The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws. (xiv) Each Buyer shall have delivered the Purchase Price for the Initial Preferred Shares and the Initial Warrants to be purchased by such Buyer at the Initial Closing pursuant to this Agreement. (xv) The Company and Nortel Networks, Inc., a Delaware corporation ("Nortel"), shall have entered into the Credit Agreement, dated January 31, 2000 by and among the Company and Nortel in the form last delivered to such Buyer prior to the date of this Agreement (the "Credit Agreement"). (xvi) The Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.