Subsequent Closings. On the final business day of each of the ten (10) months beginning in March 2006 and ending in December 2006 (each, a “Funding Date”), the Company shall issue and sell to the Buyers and the Buyers severally agree to purchase from the Company an aggregate of Eighty-Five Thousand Dollars ($85,000) principal amount of Notes and Warrants to purchase an aggregate of 1,275,000 shares of Common Stock. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, on each Funding Date, the Company will issue to the Buyers such Notes and Warrants in the amounts specified by the Buyers and the Buyers shall pay for such Notes and Warrants by wire transfer of immediately available funds to the Company. In addition, on each Funding Date, an authorized officer of the Company shall deliver to the Buyers a closing certificate in form and substance satisfactory to the Buyers.
Subsequent Closings. In the event that the Maximum Amount is not raised at the First Closing, the Company and the Lead Placement Agent may mutually agree to have one or more subsequent closings of the Offering (each, a “Subsequent Closing”) until the Maximum Amount is raised. At each Subsequent Closing, the Company agrees to issue and sell to each Investor who executes a signature page hereto, and each such Investor agrees, severally and not jointly, to purchase from the Company such number of Units set forth on such Investor’s signature pages attached hereto. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place within the time periods set forth in the Memorandum. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Subsequent Closings. In any subsequent closing (each a “Subsequent Closing”) (the Initial Closing and any Subsequent Closings shall be referred to as a “Closing”), the Company may sell additional Notes subject to the terms of this Agreement to any purchaser as it will select; provided that the aggregate principal amount of Notes issued pursuant to this Agreement does not exceed $1,666,666.66. Any subsequent purchasers of Notes will become parties to, and will be entitled to receive Notes in accordance with, this Agreement. Each Subsequent Closing will take place remotely via the exchange of documents and signatures or at such locations and at such times as will be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7, the date and time of the Closings (the “Closing Dates”) shall be 4:00 PM, Eastern Time on the date that this Agreement is executed by all parties, or such other mutually agreed upon time, at such location as may be agreed to by the parties (including via exchange of electronic signatures).
Subsequent Closings. If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior to April 30, 2018 or at such later time as the Company and the Placement Agents may mutually agree without notice to or consent from Purchasers (each a “Subsequent Closing” and collectively the “Subsequent Closings”), the Company may sell additional Shares up to the Maximum Offering Amount, and if there are over-subscriptions, such additional Shares as may be sold in connection with the Over-Subscription Option (the “Subsequent Closing Shares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agents (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be made on the terms and conditions set forth in the Subscription Agreements, and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing (except to the extent specified otherwise in Section 3) and (ii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) shall be deemed to be “Shares” for all purposes under this Agreement, and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings” or individually as a “Closing.”
Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.
Subsequent Closings. On each Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, including but not limited to Section 2.5, the Company agrees to sell, and Seaside agrees to purchase, the Share Amount at the Per Share Purchase Price as calculated for such Subsequent Closing. Seaside shall deliver to the Company, via wire transfer of immediately available funds, the Subscription Amount, and the Company shall deliver to Seaside the Share Amount, for such Subsequent Closing, subject to Section 2.5, and the Company and Seaside shall deliver the other items set forth in Section 2.3 deliverable at such Subsequent Closing. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.3, 2.4 and 2.5, each Subsequent Closing shall occur on the applicable Subsequent Closing Date electronically or at such physical location as the parties shall mutually agree.
Subsequent Closings. In any subsequent closing (each a “Subsequent Closing”), the Company may sell additional Notes and Warrants subject to the terms of this Agreement to any party as it shall select, provided that the aggregate amount of Consideration does not exceed $3,950,000. Any subsequent purchasers of Notes and Warrants shall become a party to, and shall be entitled to receive Notes and Warrants in accordance with this Agreement. Each Subsequent Closing shall take place at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes and Warrants. The Schedule of Purchasers to this Agreement shall be updated to reflect the sale of additional Notes and Warrants at each such Closing and the parties purchasing such additional Notes and Warrants.
Subsequent Closings. Between the Closing Date and the date that is 45 ------------------- days thereafter, the Company shall be entitled to sell up to $1,000,000 (the "Additional Amount") of additional Convertible Notes to other "accredited investors" (a "Subsequent Investor") as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; provided, that to the extent that Investors purchase more than $1,500,000 of Convertible Notes on the Closing Date, the Additional Amount eligible for sale to Subsequent Investors shall be reduced on a dollar-for-dollar basis by the amount of such excess over $1,500,000. In connection with any such sale, the Company shall obtain appropriate assurances that the proposed investor is "accredited" and shall not sell less than $100,000 of Convertible Notes to any such proposed investor. Notwithstanding the foregoing, the Company shall not sell any additional Convertible Notes if at the time of such proposed sale there has been a material positive change in the business or prospects of the Company since the Closing Date; provided that any sale occurring after a material negative change shall not be made unless and until such material negative change has been disclosed fully to the proposed purchaser. Each Subsequent Investor, if any, shall be bound by all of the terms and conditions of this Agreement, including each of the agreements attached as exhibits hereto, and shall execute and deliver to the Company and to each of the other Investors counterpart signature pages indicating the Subsequent Investor's agreement to be so bound. The Company shall deliver to each Investor with respect to each Subsequent Investor a revised Schedule A to this Agreement.
Subsequent Closings. The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors, and each Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date such number of Shares and Warrants set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-2 (a “Subsequent Closing”). There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place within the time periods set forth in the Private Placement Memorandum. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Subsequent Closings. Subject to the terms and conditions of this Agreement, the Corporation may sell, on or before May 10, 2013, to such other persons and entities as are acceptable to the Corporation, up to the total number of Shares that were not issued and sold by the Corporation at the Initial Closing, together with Warrants for the purchase of a total number of shares of Common Stock equal to 25% of the number of shares issuable upon conversion of the Shares to be issued pursuant to this Section 4.2 (each sale and issuance of such remaining Shares and associated Warrants at any time after the Initial Closing Date being sometimes referred to herein as a “Subsequent Closing”). Any such sale shall be upon the same terms and conditions as those contained herein. Each such person or entity, by delivery of an executed Investor signature page to this Agreement, shall become a party to this Agreement and, as a condition to such sale, such person or entity shall become a party to the Stockholders’ Agreement (as defined in Section 5.2(c)) by executing and delivering to the Corporation an Instrument of Adherence substantially in the form attached to the Stockholders’ Agreement. Following the execution and delivery by such person or entity of an Investor signature page to this Agreement and of such Instrument of Adherence to the Stockholders’ Agreement, such person or entity shall become a party to this Agreement, shall have the rights and obligations of an Investor hereunder, and shall be added to Schedule I hereto (together with all relevant information regarding the number of Shares, Warrant Shares and aggregate purchase price) without any further action by the Corporation or the other Investors. The Investors party to this Agreement and the Stockholders’ Agreement hereby irrevocably waive any pre-emptive rights or rights of first offer they may possess now or hereafter with respect to sales of Shares and Warrants (and any related issuances of Reserved Common Shares and Warrant Shares) made pursuant to this Section 4.2. For convenience of reference, each of the Initial Closing and each Subsequent Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”.