The First Closing. The closing of the purchase and sale of the initial 5,000 Shares of Preferred Stock at an aggregate purchase price of $5,000,000 and Warrants for an aggregate of 205,000 shares of Common Stock (the "First Closing") shall take place at the offices of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., 590 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx by transmission by facsimile and overnight courier, immediately following the execution hereof or such later date or different location as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party (the "First Closing Date"). At the First Closing:
The First Closing. The closing of the purchase and the sale of the Shares of Series D Preferred Stock hereunder (the "Closing") shall be held at the offices of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Wolosky LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10 a.m., local time, on the date hereof, or at such other time and place upon which the Company and the Purchasers participating in such Closing shall agree (the "First Closing Date").
The First Closing. The consummation of the transfer of the Alliance Fund Assets pursuant to the transactions contemplated by Section 2.2 and Section 2.4 of this Agreement, and any related Acquired Assets pursuant to the transactions contemplated in Section 2.1 of this Agreement (the “First Closing”), shall take place at the offices of Ropes & Xxxx LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date and at such time as the Parties may agree, promptly following the date contemplated in the applicable notices constituting part of the Negative Consent Process and the satisfaction or waiver of all conditions to the consummation of the transactions contemplated to be consummated on the First Closing Date pursuant to this Agreement and the other Transaction Documents (other than those conditions which are not intended to be fulfilled at the First Closing) (the “First Closing Date”). The Parties agree to exercise commercially reasonable efforts to cause the conditions to the other Party’s obligation to effect the First Closing to be satisfied as soon as reasonably practicable. Reference is made to Section 8.1 for the rights of the Parties under certain circumstances if the First Closing shall not have been consummated.
The First Closing. The purchase and sale of Note 1 will take place at the offices of Fenwick & West LLP, 275 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 a.m. Pacific time, on December 15, 2000 or such later date to be determined in the sole discretion of Borrower, or at such other time and place as Borrower and Holder mutually agree upon (which time and place are referred to as the "FIRST CLOSING"). At the First Closing, Holder 176 will deliver to Borrower payment in full for the Note in the amount of $5,000,000, which such Holder agrees to purchase at the First Closing by (i) a check payable to Borrower's order, (ii) wire transfer of funds to Borrower, or (iii) any combination of the foregoing. At the First Closing, Borrower will deliver to Holder a duly executed Note 1 substantially in the form set forth on Exhibit A.
The First Closing. The first closing (the "First Closing") of the sale and purchase of Aduromed Series A Preferred and First Closing Aduromed Warrants under the Original Purchase Agreement shall take place at the offices of Mayer, Brown, Xxxx & Maw LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as is mutually agreeable to Aduromed and the Purchasers. At the First Closing, Aduromed shall deliver to each Purchaser (a) certificates representing shares of Aduromed Series A Preferred in an amount calculated in accordance with Section 1.2(a) and (b) First Closing Aduromed Warrants to purchase First Closing Aduromed Warrant Shares in an amount calculated in accordance with Section 1.2(a), in each case, registered in the name of each such Purchaser, against payment to Aduromed of the First Closing Purchase Price therefor, by wire transfer, Federal Reserve Bank Check, or other method acceptable to Aduromed. The First Closing occurred on September 1, 2005 (the "First Closing Date").
The First Closing. The initial closing (the "First Closing") of the sale and purchase of the Notes to be purchased by the Purchasers set forth on Schedule A shall occur at the offices of Piper & Marbury L.L.P., counsel to the Company, at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 on December 21, 1998 or such other Business Day as may be agreed upon by the Company and such Purchasers (such date, the "First Closing Date"). At the First Closing, (i) the Company will execute and deliver a single Book-Entry Note, and a Company's Order to the Paying Agent, as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, and the Paying Agent will cause delivery of the Notes represented by the Book Entry Note by book-entry transfer in DTC for credit to the account of each Purchaser indicated on said Schedule A hereof and (ii) each such Purchaser shall pay, or cause the payment in immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds to an account of the Company as specified by the Company. If at the First Closing the Company shall fail to tender such Notes to the Purchasers as provided above in this Section 3.1, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchasers' satisfaction, each such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights it may have by reason of such failure or such nonfulfillment.
The First Closing. The closing of the transactions contemplated by Section 2.1 (the "First Closing") shall take place at 10:00 A.M., New York City time, on the third Business Day following the date on which the last to be fulfilled or waived of the conditions set forth in Sections 7 and 8 hereof shall be fulfilled or waived in accordance with this Agreement, or such other date as the Investors and the Company agree in writing (the "First Closing Date"), at the offices of Willxxx Xxxx & Xallxxxxx, 003 East 53rd Street, New York, New York, or such other location as the Investors and the Company shall mutually select.
The First Closing. The first closing of the purchase and sale of the Shares under this Agreement (the "First Closing") shall be held at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., Eastern Standard Time, on the first business day following consummation of the Merger, or at such other time and place as the Successor and the Purchasers may mutually agree upon. The date of the First Closing is hereinafter referred to as the "First Closing Date." At the First Closing, the Successor will deliver to the Purchasers certificates representing the number of Shares set forth under the caption "First Closing" on Attachment 1 to be purchased by the Purchasers registered in the name of the Purchasers (or their respective nominees) against payment to the Successor of the full purchase price for such Shares set forth under the caption "First Closing" on Attachment 1 to be by wire transfer of immediately available funds or by cancellation of indebtedness or any combination thereof; PROVIDED, HOWEVER, that the ratio of the aggregate purchase price of the Series B Preferred purchased at the First Closing to the aggregate purchase price of the Series C Preferred and Series D Preferred purchased at the First Closing shall be 5 to 1, and for any Purchaser who is committed to purchase Series D Preferred as set forth on Attachment 1, the ratio of the purchase price for such Purchaser's Series C Preferred purchased at such closing to the purchase price for such Purchaser's Series D Preferred purchased at such closing shall equal the ratio of such Purchaser's committed number of Series C Preferred to such Purchaser's committed number of Series D Preferred, each as set forth opposite such Purchaser's name on Attachment 1.