The Additional Closing Sample Clauses

The Additional Closing. The transactions contemplated herein shall take place on February 8, 2007 (the “Additional Closing”), to be held at the offices of Amit, Pollak, Matalon & Co., NYP Tower 19th Floor, 17 Xxxxxxx Xxxx St., Tel Aviv, Israel, or at such other date, time and place as the parties shall have mutually agreed to.
Sample 1See All (5)
AutoNDA by SimpleDocs
The Additional Closing. Provided that the Company is not then in default under this Agreement and subject to the provisions of Section 2.04, the Company may, with the written consent of a majority in interest of the Purchasers, upon not less than 10 days' notice given prior to May 6, 1997, offer to the Purchasers the option to purchase, and each Purchaser may, at its option, so purchase, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement and upon the terms and conditions hereinafter set forth, that number of Additional Preferred Shares set forth opposite the name of such Purchaser on Schedule I attached hereto, under the heading "Additional Preferred Shares." Any Additional Preferred Shares not subscribed for by the Purchasers pursuant to the previous sentence (the "Shortfall Shares") may be purchased by the Purchasers that did subscribe for Additional Preferred Shares pursuant to the previous sentence (the "Participating Purchasers"). Each Participating Purchaser shall have the right to purchase up to that number of Shortfall Shares as shall be determined by multiplying the total number of Shortfall Shares by a fraction the numerator of which shall be the sum of the Initial Preferred Shares and the Additional Preferred Shares subscribed for by such Participating Purchaser, and the denominator of which shall be the total number of Initial Preferred Shares and Additional Preferred Shares, in each case subscribed for by all such Participating Purchasers. Any Shortfall Shares not so subscribed for pursuant to this Section 1.05(b) shall be subscribed for by Xxxxxx, Xxxxxxx Strategic Partners Fund, L.P. and/or Strategic Associates, L.P. in proportions to be determined in the sole discretion of Xxxxxx, Xxxxxxx & Company, LLC. In the event that the Shortfall Shares to be subscribed for by a Participating Purchaser is determined to include fractional shares, such Participating Purchaser shall be permitted to purchase the number of shares determined by rounding such Participating Purchaser's allocated number of Shortfall Shares to the nearest whole number. The per share purchase price for each such Additional Preferred Share (as constituted on the date hereof) to be purchased pursuant to this Agreement shall be $6.00. Such purchase and sale of Additional Preferred Shares, if any, shall take place at a closing (the "Additional Closing") at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxx...
Sample 1Sample 2Sample 3See All (4)
The Additional Closing. (i) The Company shall have the right to deliver one or more written notices to the Purchaser (the "Additional Financing Notice") requiring such party to buy the Additional Shares for an aggregate purchase price of $22,000,000 (the "Additional Purchase Price"), but not less than $800,000 or to exceed $4,000,000 per Additional Financing Notice. An Additional Financing Notice may be delivered no earlier than twenty (20) Trading Days following the Effective Date or thirty (30) Trading Days following the prior Additional Financing Notice. The closing of the purchase and sale of the Additional Securities (the "Additional Closing") shall take place at the offices of Xxxxxxx & Prager, LLP, Suite 1440, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the fifteenth (15) Business Day after the Additional Financing Notice is received by the Purchasers or the Company, as the case may be, or on such other date as otherwise agreed to by the parties hereto; provided, however, that in no case shall the Additional Closing take place unless and until all of the conditions listed in Section 3 of this letter and the Additional Purchase Agreements shall have been satisfied by the Company or waived by the Purchasers. The date of the Additional Closing is hereinafter referred to as the "Additional Closing Date." Notwithstanding anything to the contrary contained in this letter. Purchaser may designate an Affiliate thereof to acquire all or any portion of the Additional Shares.
Sample 1
The Additional Closing. On February 1, 1999, the Company shall sell and each Purchaser shall purchase, upon the terms and conditions hereinafter set forth, that number of shares of Additional Preferred Shares set forth opposite the name of such Purchaser on Exhibit 1.01 attached hereto in the aggregate being all of the Additional Preferred Shares. The per share purchase price for each Additional Preferred Share (as constituted on the date hereof) to be purchased pursuant to this Agreement at the Additional Closing shall be $3.391. Such purchase and sale of Additional Preferred Shares, if any, shall take place at a closing (the "Additional Closing") at the offices of Testx, Xxrwxxx & Xhibxxxxx, Xxgh Street Tower, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xx February 1, 1999, or on such other date or dates as the Company and the Purchasers may agree. At the Additional Closing the Company will issue and deliver the certificates evidencing the Additional Preferred Shares sold at the Additional Closing to each of the Purchasers (or its nominee) against payment of the full purchase price therefor by wire transfer or check payable to the order of the Company. Notwithstanding the foregoing, in no event shall the Company sell less than an aggregate of 737,286 Additional Preferred Shares hereunder (subject to Section 2.04 herein). Further notwithstanding the foregoing, unless and until an aggregate of 737,286 Additional Preferred Shares are sold hereunder, the Company shall provide each Purchaser with at least 20 days' prior written notice of the occurrence of any of (i) a Qualified Public Offering, (ii) an Organic Change (as such term is defined in Exhibit 1.01A
Sample 1
The Additional Closing. The issue, purchase and sale of the Additional Shares, if any (the “Additional Closing”), will take place at the offices of De Brauw Blackstone Westbroek N.V., Xxxxxx Xxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, as soon as practicable and no later than the date that is three (3) Business Days after satisfaction or waiver of the Specified Additional Closing Conditions or at such other place or on such other date or in such other manner as the Parties may agree in writing (the “Additional Closing Date”). At the Additional Closing:
Sample 1
The Additional Closing. (a) Upon satisfaction of the Additional Closing Conditions, the Board shall have the right, exercisable until February 28, 2017, to require PHS to purchase the Additional Closing Shares at the Additional Closing Purchase Price (the “Additional Closing Option”), subject to the satisfaction of the conditions set forth in Section 6.2. The completion of the purchase and sale of the Additional Closing Shares (the “Additional Closing”) shall occur at a time to be determined by the Board (the “Additional Closing Date”), provided that the Additional Closing Date shall in no event be earlier than November 15, 2016 and shall otherwise be no more than thirty (30) days, and no less than ten (10) days, after the date of the Additional Closing Notice. The Company shall provide PHS with written notice of its exercise of such option (the “Additional Closing Notice”), which notice shall also indicate the Additional Closing Date, the number of Additional Closing Shares that PHS is obligated to purchase at the Additional Closing and the Additional Closing Purchase Price. Notwithstanding the foregoing, if the Additional Closing Purchase Price is less than the Carry-over Purchase Price, the Company may elect to proceed with the Additional Closing only if it has received Requisite Stockholder Approval or stockholder approval is not otherwise required under Nasdaq rules. The “
Sample 1
The Additional Closing. (a) The closing of the purchase and sale of the Additional Sale Shares (the “Additional Closing,” and together with the Initial Closing, each a “Closing”) shall take place within ten (10) Business Days after the Initial Closing Date or such other date as may be agreed by the Parties (the “Additional Closing Date”).
Sample 1
AutoNDA by SimpleDocs
The Additional Closing. The closing of the sale and purchase of the Additional Shares shall take place at the Boston office of Xxxxxxx Procter LLP on such date as is mutually agreed upon by the Company and the Additional Purchasers, but in no event later than September 30, 2003 (the "Additional Closing"). At the Additional Closing, the Company shall deliver to each Additional Purchaser a certificate representing the number of Additional Shares being purchased by such Additional Purchaser, registered in the name of such Additional Purchaser. The purchase price to be paid by each Additional Purchaser for the Additional Shares to be so purchased shall be paid by wire transfer, certified or cashier's check or other method acceptable to the Company. It shall be (and the joinder agreement referred to in Section 1.3 shall provide that it shall be) a condition to the Company's obligation to issue and sell Additional Shares to any Additional Purchaser that such Additional Purchaser (x) shall make the representations contained in Section 4 hereof with respect to such Additional Purchaser's purchase of Additional Shares and (y) such Additional Purchaser shall have become a party to the Stockholders Agreement as an "Investor" by executing and delivering to the Company and each other party thereto a joinder agreement.
Sample 1

Related to The Additional Closing

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Additional Closings Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counsel."

  • 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.

  • 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.

  • 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.

  • Initial Closing Date The obligation of the Company hereunder to issue and sell the Initial Preferred Shares to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

Time is Money Join Law Insider Premium to draft better contracts faster.