Subsequent Closings Clause Samples
The "Subsequent Closings" clause defines the process and conditions under which additional closings may occur after the initial closing in a transaction, such as a financing round or asset purchase. It typically outlines the timing, procedures, and requirements for bringing in new investors or parties, specifying how and when they can participate under the same or similar terms as the initial closing. This clause ensures flexibility for the parties to accommodate additional participants or capital after the initial deal is completed, thereby facilitating smoother transaction management and addressing the need for phased or rolling closings.
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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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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 Bor...
Subsequent Closings. The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any Defaulting Investors (as defined below) or Excluded Investors (as defined below)) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-Up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares equal to the portion of the Catch-Up Purchase Price paid divided by the then-current transaction price per Share as of such Catch-Up Date, determined in accordance with the provisions of Section 3(c). Unless the Fund determines otherwise, in its sole discretion, Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch-Up Purchase. For the avoidance of doubt, in the event that the 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 Section 3(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.
Subsequent Closings. The Company may sell, in one or more subsequent closings (each, a “Subsequent Closing”) on or before November 15, 2005, unless extended upon agreement between the Company and the Placement Agent, an additional number (which number of Shares shall not exceed, when combined with the Shares sold at the Initial Closing, 28,402,777 Shares in the aggregate) of authorized but unissued shares of Common Stock to subsequent purchasers (each, a “Subsequent Purchaser”) as the Board of Directors of the Company may approve at the same price per Share as the Shares purchased and sold at the Initial Closing (each, a “Subsequent Closing” and, together with the Initial Closing, a “Closing”). Any such sales and purchase shall be made upon the same terms and conditions as those contained herein. As a condition to the Closings hereunder, the Company, each Purchaser and, upon the execution of an appropriate counterpart signature page, the form of which shall be provided to each such Subsequent Purchaser, each Subsequent Purchaser shall enter into the Registration Rights Agreement and shall have the rights and obligations thereunder. Following each Subsequent Closing, any Subsequent Purchaser purchasing Shares hereunder shall be deemed to be a Purchaser hereunder and the name of such Purchaser and the number of Shares purchased by such Purchaser shall be included on the Schedule of Purchasers attached as Schedule 1 hereto.
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. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provid...
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. The Company and the Placement Agent may continue to offer and accept subscriptions for the Shares and conduct additional closings (each, a “Subsequent Closing”) for the sale of such Shares after the First Closing and until the termination of the Offering. Unless earlier terminated, this Offering will continue until November 4, 2019 unless the Company, in its sole discretion and without notice to Purchasers, extends the offering termination date to November 19, 2019. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place no later than November 4, 2019 (or November 19, 2019 if the Company extends the termination date). The date of any subsequent closing is referred to as a “Subsequent Closing Date.” Notwithstanding the foregoing, no more than the Maximum Offering Amount will be sold at the First Closing and all Subsequent Closings. The First Closing and any applicable Subsequent Closings are each referred to in this Subscription Agreement as a “Closing.” The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.”
Subsequent Closings. If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior to June 25, 2021, or at such later date as the Company and Placement Agent may mutually agree, without notice to or consent from the Purchaser or any Other Purchaser, subject to the satisfaction (or waiver as provided herein) of the conditions set forth in Section 5 and Section 6 of this Agreement (other than those conditions that by their nature will be satisfied at the Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions) (each a “Subsequent Closing” and collectively the “Subsequent Closings” and the date that a Subsequent Closing occurs, a “Subsequent Closing Date”), the Company may sell additional shares of Common Stock up to the Maximum Offering Amount, and if there are over-subscriptions, additional shares of Common Stock may be sold at the Per Share Purchase Price in connection with the Over-Subscription Option (collectively, the “Subsequent Closing Shares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agent, including the Purchaser. Any Subsequent Closing Shares issued and sold to the Purchaser pursuant to this Section 1(b)(ii) shall be deemed to be “Shares” for all purposes under this Agreement.
Subsequent Closings. (a) The closing of the purchase and sale of shares of Class AA Preferred Stock pursuant to Section 2.1 or the exercise of an Investor Call Right (each a “Subsequent Closing”) shall be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. Eastern Time on the later of: (i) the date specified in Annex C or the notice exercising the Investor Call Right, as applicable, (ii) the Business Day following the satisfaction or waiver of the conditions to the Subsequent Closing set forth in Article VII (other than those conditions that by their terms are to be satisfied by actions taken at the Subsequent Closing), and (iii) such later date as determined pursuant to paragraph (b) below; provided, that a Subsequent Closing may occur on such other date or at such other time and place as the Company and Investor may mutually agree in writing in their sole discretion. The date on which a Subsequent Closing actually occurs is referred to as a “Subsequent Closing Date.”
(b) The Company shall delay any Subsequent Closing Date until the expiration or termination of governmentally imposed waiting periods and the obtaining of governmental approvals, including pursuant to the HSR Act, if any, to allow the Company to make one or more required governmental filings or obtain one or more required governmental approvals and to allow the Investor to make and obtain such filings and approvals, in connection with such Subsequent Closing (provided that the Investor reasonably believes, based on the advice of counsel, that such Investor must make or obtain any such filings or approvals, and the Company shall use its reasonable efforts to make each such required governmental filing and seek each such required governmental approval as promptly as possible). In no event shall the Investor be deemed to be in breach of this Agreement as a result of the Investor’s inability to consummate a Subsequent Closing prior to such compliance by the Company.
Subsequent Closings. In the event the Investors do not purchase Notes representing the full Note Principal Amount at the Initial Closing, then, subject to the terms and conditions hereof, the Company may sell and issue at one (1) or more subsequent Closings (each, a “Subsequent Closing”), at such time(s) and place(s) as determined by the Company, in its sole discretion (a “Subsequent Closing Date”), up to the balance of the unissued Notes. The Company may conduct such Subsequent Closings until the earlier to occur of: (1) such time as Notes representing the full Note Principal Amount have become subscribed for, and purchased by, the Investors; or (2) October 31, 2019.