Second Closing Sample Clauses

Second Closing. The “Second Closing Date” shall be on or before the fifth business day after the compliance with the Second Closing Condition as defined in Section 1(d) of this Agreement (the “Second Closing Date”). Subject to the satisfaction or waiver of the conditions to Closing, on the Second Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount set forth on the signature page hereto (“Second Closing Notes”) and Warrants as described in Section 2 of this Agreement (“Second Closing Warrants”). The Second Closing Notes shall be of the same tenor as the Notes issuable on the Initial Closing Date and have the same maturity date as the Initial Closing Notes. The principal amount of the Notes to be purchased by the Subscribers on the Second Closing Date shall be Six Hundred Thousand Dollars ($600,000) (the “Second Closing Purchase Price”).
Second Closing. At any time after sixty (60) days following the Signing Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Second Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Second Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Second Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Second Closing Date, and (B) the Buyer shall deliver to the Company the Second Purchase Price.
Second Closing. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $2,866,666.67 in principal amount of the Debentures. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing. Subject to the terms and conditions herein, upon the determination by the Company for a Second Closing at any time on or before December 31, 2011, the Company shall deliver written notice to each Purchaser of the Second Closing (“Second Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of WS or such other location as the parties shall mutually agree within 10 Trading Days from the date of the Second Closing Notice.
Second Closing. Subject to the conditions set forth in Article 6 and Article 7 hereto, the closing of the second purchase of 7,537,688 Shares (the “Second Closing”) shall take place at the offices of Barack Ferrazzano Kirschbaum & Nagelberg LLP on the date that is three (3) business days after the date that the conditions set forth in Section 6.6 and Section 7.7 have been satisfied, or at such other date and place as are mutually agreeable to the Company and the Buyers purchasing Shares in the Second Closing. The date of the Second Closing is hereafter referred to as the “Second Closing Date.” On the Second Closing Date, the Buyers purchasing Shares in the Second Closing shall pay the Per Share Price for such Shares, for a total price of approximately $60,000,000 (the “Second Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s written instructions. At the Second Closing, upon payment of the Second Purchase Price, the Company will deliver written instructions from the Company to the transfer agent for the Company’s Common Stock to issue certificates representing the Shares purchased at the Second Closing registered in the name of each Buyer purchasing such Shares and to deliver such certificates to or at the direction of each such Buyer. The Company shall not have the power to revoke or amend such transfer instructions without the written consent of such Buyers.
Second Closing. The closing date in relation to the Second Closing Purchase Price shall be the fifth (5th) business day after the Actual Effective Date (the "Second Closing Date"). Subject to the satisfaction or waiver of the terms and conditions of this Agreement on the Second Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber Common Stock in the principal amount designated on the signature page hereto "Second Closing Shares". The aggregate Purchase Price of the Second Closing Shares for all Subscribers shall be equal to the Second Closing Purchase Price. The per share purchase price of the Second Closing Shares shall be equitably adjusted to offset the effect of stock splits, stock dividends, and distributions of property or equity interests to the Company's shareholders.
Second Closing. On the Second Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, one million two hundred thousand (1,200,000) shares of Series E Preferred Shares and Warrants which closing shall occur on May 21, 2018, or as soon as reasonably practicable following, and in any event within five (5) Trading Days of, that date (the “Second Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Series E Preferred Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree. Following the Second Closing, the Company will: (i) file a registration statement to register the Common Stock under Section 12(g) of the Exchange Act and take all action necessary to have the registration statement declared effective by the Commission as soon as reasonably possible, (ii) remain current in filing of reports required by the Exchange Act until the Purchasers have sold all Registrable Securities, and (iv) apply for the Common Stock to be quoted for trading on OTCQB and promptly take all action necessary to have the application approved by the OTC Markets and have the Common Stock quoted on the OTCQB.”
Second Closing. The closing of the transactions contemplated by Section 5.5 (the “Second Closing” and, together with the First Closing, the “Closings” and each, a “Closing”) shall take place at 10:00 A.M., New York City time, on the second Business Day following the date on which the last to be fulfilled or waived of the conditions set forth in Section 6 and Section 7 hereof pertaining to the Second Closing Date shall have been fulfilled or waived in accordance with this Agreement, or on such other date as may be mutually agreed by the Company and the Investors (the “Second Closing Date”), at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, or such other location as the Investors and the Company shall mutually select.
Second Closing. The closing of the purchase of the Common Shares by the Purchasers pursuant to Section 1.1(b) (the “Second Closing”) shall occur on the date of the closing of the Rights Offering and the backstop purchase to be provided, if required, by CapGen pursuant to the CapGen Investment Agreement following the satisfaction of the conditions to the Second Closing set forth in Section 1.2(f) (other than those conditions that by their nature are to be satisfied at the Second Closing, but subject to the satisfaction or waiver of those conditions (provided, that the Company shall provide the Purchasers with notice of the Second Closing Date and provided further that the Second Closing Date shall be postponed as necessary to ensure that the Second Closing Date occurs no earlier than ten (10) Business Days after the foregoing notice has been provided by the Company to the Purchasers) at the offices of offices of Simpson Thacher & Bartlett located at 425 Lexington Avenue, New York, NY 10017 or such other date or location as agreed in writing by the parties. The date of the Second Closing is referred to as the “Second Closing Date.” The term “Closing” shall apply to the First Closing and/or the Second Closing, as applicable and the term “Closings” shall refer to the First Closing and the Second Closing, collectively. The term “Closing Date” shall apply to the First Closing Date and/or the Second Closing Date, as applicable and the term “Closing Dates” shall refer to the First Closing Date and the Second Closing Date, collectively.
Second Closing. (1) Subject to the satisfaction (or, where permissible, waiver) of the conditions to closing set forth in Section 1.2(d), the second closing (the “Second Closing”) shall take place at a time and date as shall be agreed upon by the parties hereto, but in no event later than the tenth business day after the date of satisfaction or waiver of the last of the conditions specified in Section 1.2(d), at the offices of Malizia Spidi & Fisch, PC located at 1227 25th Street, N.W., Washington, D.C. 20037, or such other date or location as agreed by the parties in writing. The date of the Second Closing is referred to as the “Second Closing Date.”
Second Closing. (a) On the terms of this Agreement, the closing of the Supplemental Purchase, if any, (the “Second Closing”) shall occur at 10:00 a.m. (New York City time) on June 29, 2020, subject to the conditions to the Second Closing set forth in Article VI of this Agreement being satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof, at such time, and shall be conducted remotely via the electronic exchange of documents and signatures, or at such other place, time and date as shall be agreed between the Company and the Investor; provided that notwithstanding anything to the contrary herein, the Investor shall not be required to effect the Second Closing after the Outside Date (the date on which the Second Closing occurs, the “Second Closing Date”).