Second Closing. If at any time prior to December 31, 2010, the Company’s Board of Directors determines in good faith that the Company has achieved each of the milestones set forth on EXHIBIT B attached hereto, the Company shall provide written notice of such determination to the Purchasers (the “Second Closing Notice”), which notice shall not be delivered prior to June 30, 2010. The Second Closing Notice shall also set forth a date, which shall be no sooner than 5 business days and no later than 15 business days following the date of the Second Closing Notice, on which the second closing of the sale and purchase of the Shares under this Agreement (the “Second Closing”) shall take place. Following delivery of the Second Closing Notice, the Second Closing shall take place at 5:00 p.m. Pacific Time at the offices of Xxxxxx Godward Kronish LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX, 00000 on the date set forth in the Second Closing Notice, or at such other time as the Company and the Purchasers holding a majority of the Shares then issued hereunder (the “Majority Purchasers”) may mutually agree (the “Second Closing Date”). On the Second Closing Date, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Shares to be purchased at the Second Closing by such Purchaser, as set forth on the Schedule of Purchasers, against payment of the purchase price therefor by check or wire transfer made payable to the order of the Company, cancellation or conversion of indebtedness or any combination of the foregoing. In the event that payment by a Purchaser is made, in whole or in part, by cancellation or conversion of indebtedness, then such Purchaser shall surrender to the Company for cancellation or conversion at the Second Closing any evidence of such indebtedness or shall execute an instrument of cancellation or conversion in form and substance acceptable to the Company.
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 Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP located at 4 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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."
(2) Subject to the satisfaction of the conditions described in Section 1.2(d), at the Second Closing, the Company will deliver to the Investor one or more certificates bearing the appropriate legends herein provided for and free and clear of all Liens representing 42,626 shares of Series B Preferred Stock against payment by the Investor of $42,626,000 (the "Second Purchase Price" and together with the Initial Purchase Price, the "Purchase Price") by wire transfer of immediately available United States funds to a bank account designated by the Company; provided that if the Common Shares issued at the First Closing and the shares of Common Stock issuable upon the conversion of the Series B Preferred Shares (the "Conversion Shares") would cause the Investor or its Affiliates to be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company, then the number of Series B Preferred Shares to be purchased at the Second Closing shall be reduced to the highest number of Series B Preferred Shares at a purchase price per share of $1,000 (and the Second Purchase Price and the Purchase Price shall be reduced accordingly) such that the Investor will not be deemed for purposes of the BHC Act to own 25% or more of the outstanding shares of any class of voting securities of the Company or to otherwise control the Company. Any determinations under the proviso of the immediately preceding sentence shall take into account the appropriate regulatory treatment of convertible securities.
Second Closing. On satisfactory completion of pre-requisites of Closing, the Second Closing shall take place at such venue, date and time, as the Parties may mutually agree in writing (“Second Closing Date”). The Parties shall undertake the following activities on the Second Closing Date:
i. Calpian shall deliver the Share application form relating to the Second Tranche Subscription Shares duly signed by its authorised representative and the same shall be acknowledged by the Company indicating their intention to subscribe 44,534 (Forty Four Thousand Five Hundred and Thirty Four) Shares of Company.
ii. On or prior to the Second Closing Date, Calpian shall remit subscription amount of net USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only) in the Designated Bank Account of Company. For avoidance of doubt it is hereby clarified that Calpian shall have an option but shall not be obliged to subscribe to the Second Tranche Subscription Shares in the event the DCF Value arrived would be higher than the agreed subscription price of the Second Tranche Subscription Shares which is USD 1,250,000 (U.S. Dollars One Million Two Fifty Thousand only).
iii. Company shall convene a meeting of the Board to pass the resolutions to approve the issue and allotment of Second Tranche Subscription Shares to Calpian as fully paid-up Shares free from any encumbrances at the agreed subscription price and issue of duly stamped, signed and sealed share certificate evidencing the allotment of Second Tranche Subscription Shares to Calpian;
iv. Company shall issue duly stamped, signed and sealed original share certificates to Calpian evidencing the issue and allotment of Second Tranche Subscription Shares in accordance with the Companies (Issue of Share Certificates) Rules, 1960 and as per the Articles and update its register of members.
v. The Company shall deliver to Calpian copies of the resolutions of the Board, duly certified by a Director of the Company as true and complete.
vi. In the event that issue and allotment of Second Tranche Subscription Shares do not occur for any reason in the manner and time envisaged hereinabove in this Agreement after remittance of subscription price of the Second Tranche Subscription Shares by Calpian, then, without prejudice to the other rights that Calpian may have under this Agreement and under the Applicable Law or equity, upon request of Calpian, the Company shall at its own expense promptly, and in any event within seven (7) Business Days, refund t...
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 a Note in the principal amount designated on the signature page hereto ("Second Closing Notes"). The aggregate Purchase Price of the Second Closing Notes for all Subscribers shall be equal to the Second Closing Purchase Price. The Second Closing Note shall be identical to the Note issuable on the Initial Closing Date except that the maturity date of such Notes shall be two (2) years after the Second Closing Date. The Maximum Base Price (defined in Section 2.1 (6) of the Note) shall be equitably adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.
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. The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.
Second Closing. In the case of the Second Closing, the transactions contemplated herein with respect to the First Closing shall have been consummated, except to the extent of any failure of such transactions so to have been consummated that was caused by any failure of any Purchaser to perform its obligations hereunder.
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 Xxxxxxx Xxxxxxx & Xxxxxxxx located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 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. On any business day during the period beginning on the First Closing Date and ending on June 10, 2019, and upon the terms and subject to the conditions set forth herein, the Purchasers shall have the right and the option, but not the obligation (the “Purchase Right”), by delivery to the Company of a purchase notice signed by each Purchaser (the “Purchase Notice”), to require the Company to issue and sell to each Purchaser, in which case each Purchaser shall purchase, severally and not jointly, (a) the respective number of Shares set forth opposite the names of the Purchasers under the heading “Number of Shares to be Purchased in the Second Closing” on Exhibit A attached hereto (the “Second Closing Shares”) and (b) Common Warrants to purchase 0.25 shares of Common Stock for every one Share purchased in the Second Closing (for the avoidance of doubt, the respective numbers of Common Warrant Shares issuable upon exercise of the Common Warrants to be purchased at the Second Closing are set forth opposite the names of the Purchasers under the heading “Number of Common Warrant Shares Underlying Common Warrants Purchased in the Second Closing” on Exhibit A attached hereto) (the “Second Closing Common Warrants”), at a price per Share and accompanying Common Warrant equal to the Per Unit Purchase Price, subject to the purchase rights set forth in Section 8.13. The Common Warrants shall have an exercise price per Common Warrant Share equal to the Warrant Exercise Price.
Second Closing. The Second Closing shall be held at the RP Office on the date at or before January 15, 2010 (the “Second Closing Deadline”) or at such date that Parent, Acquirer, Shareholder and Licensor may agree in writing (the “Second Closing Date”). If Acquirer’s Registration Statement is declared effective by the SEC on or before January 15, 2010, the Second Closing Deadline will be extended until February 15, 2010.”
