Share Payment Closing Sample Clauses

Share Payment Closing. For purposes herein, the “Share Payment Closing Date” shall mean (i) for [***] Share Issuances, the [***] Trading Day following the occurrence of two full Trading Days following the receipt by the Investors of the Share Payment Notice, and (ii) for all other Share Issuances, a date specified in the Share Payment Notice that is, [***], the [***] Trading Day following the occurrence of [***] Trading Days following receipt by the Investors of the Share Payment Notice. For the avoidance of doubt, if a Share Payment Notice is received by the Investors prior to the commencement of trading on a Trading Day, that day shall count as a full Trading Day for purposes of computing the time periods above. [***] At or prior to each closing of a Share Issuance, (i) the Borrower shall cause its transfer agent to electronically transmit the number of shares deliverable in such Share Issuance pursuant to this Section 2.14 by crediting the account of the Investors’ prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system, (ii) the Investors shall execute and deliver to the Borrower a written acknowledgement of receipt of such shares and a release of the amount of the Obligations satisfied by the Borrower pursuant to the Share Issuance and (iii) the Borrower shall file with the SEC and deliver to the Investors a prospectus supplement covering the shares issuable in such Share Issuance.
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Share Payment Closing. For purposes herein, the “Share Payment Closing Date” shall mean [**] following the receipt by the Lenders of the Share Payment Notice. For the avoidance of doubt, if a Share Payment Notice is received by the Lenders prior to 9:00 a.m. New York City time on a Trading Day, that day shall count as a full Trading Day for purposes of computing the time periods above. For example, [**]. At each closing of a Share Issuance, the Borrower shall cause its transfer agent to electronically transmit the number of shares deliverable in such Share Issuance pursuant to this Section 2.11 by crediting the account of the Lenders’ prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system. Notwithstanding anything herein to the contrary (including, without limitation, the second-to-last sentence of the first paragraph of subsection (b) above), in the event that the number of shares otherwise issuable on a Share Payment Closing Date would exceed the Maximum Issuance (as defined below) or would violate subsection (j) below, then the number of shares issuable on such Share Payment Date shall be automatically reduced to such number as would not exceed the Maximum Issuance and would comply with subsection (j) below. The amount of principal, interest and/or fees that are deemed satisfied shall be appropriately reduced to reflect the value (as determined in accordance with subsection (i) below) of the actual number of shares so issued. In the event of a reduction in the number of shares issued and amount satisfied on a Share Payment Closing Date in accordance with the immediately preceding two sentences, the Borrower shall file with the SEC a Current Report on Form 8-K by 5:00 p.m. on the Share Payment Closing Date disclosing such reduction.
Sample 1
Share Payment Closing. For purposes herein, the “Share Payment Closing Date” shall mean (i) for [***] Share Issuances, the [***] Trading Day following the occurrence of two full Trading Days following the receipt by the Lenders of the Share Payment Notice, and (ii) for all other Share Issuances, a date specified in the Share Payment Notice that is, [***], the [***] Trading Day following the occurrence of [***] Trading Days following receipt by the Lenders of the Share Payment Notice; provided, however, that a Share Payment Closing Date relating to a Share Payment Notice that is made by virtue of the proviso contained in subsection (f) below shall take place on the [***] Trading Day following the occurrence of [***] full Trading Days following receipt by the Lender of the Share Payment Notice. For the avoidance of doubt, if a Share Payment Notice is received by the Lenders prior to the commencement of trading on a Trading Day, that day shall count as a full Trading Day for purposes of computing the time periods above. [***] At each closing of a Share Issuance, (i) the Borrower shall cause its transfer agent to electronically transmit the number of shares deliverable in such Share Issuance pursuant to this Section 2.11 by crediting the account of the Lenders’ prime broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system, and (ii) the Lenders shall execute and deliver to the Borrower a written acknowledgement of receipt of such shares and a release of the amount of the Obligations satisfied by the Borrower pursuant to the Share Issuance.
Sample 1

Related to Share Payment Closing

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third 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 Third 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 Third 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 Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • First Closing The First Closing shall have occurred.

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