The ROFO Closing Sample Clauses

The ROFO Closing. Unless the Offering Shareholder and the Purchasing Shareholders agree otherwise, the consummation of any purchase and sale of the Offered Interest by the Purchasing Shareholders pursuant to this Section 3.1 (the "ROFO Closing") will occur on the later of (A) the twentieth Business Day following the delivery of the Acceptance Notice and (B) the fifth Business Day following the date on which all necessary regulatory approvals have been received (such date being referred to herein as the "ROFO Closing Date"), at the principal executive offices of the Company at 10:00 a.m. (local time). At the ROFO Closing, (1) the Purchasing Shareholders will deliver to the Offering Shareholder by certified or official bank check or wire transfer to an account designated by the Offering Shareholder no later than two Business Days before the ROFO Closing Date an amount in next-day funds equal to the Offer Price, (2) the Offering Shareholder will deliver one or more certificates evidencing the Offered Interest, together with such other duly executed instruments or documents (executed by the Offering Shareholder) as may be reasonably requested by the Purchasing Shareholders to acquire the Offered Interest free and clear of any and all Liens, except for Liens created by federal or state securities law or the Purchasing Shareholders, and (3) the Offering Shareholder will be deemed to represent and warrant to the Purchasing Shareholder that, upon the ROFO Closing, the Purchasing Shareholders will acquire the entire record and beneficial ownership of, and good and valid title to, the Offered Interest, free and clear of any and all Liens, except for Liens created by federal and state securities laws or the Purchasing Shareholders. Each of the Purchasing Shareholders and the Offering Shareholder shall pay their respective taxes and expenses in connection with the Transfer of the Offered Interest. If any Purchasing Shareholder defaults in its obligation to pay its portion of the Offer Price at the ROFO
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The ROFO Closing. The consummation of any purchase of the Offered Shares by the Designated Buyer pursuant to this Section 3.3 (the "ROFO Closing") will occur no later than the last day of the ROFO Acceptance Period, at such time and place as may be agreed upon by the Offeror and the Designated Buyer or, if such parties fail to agree to such time and place, at the offices of the Offeror at 200 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 xx 10:00 a.m. (Central Time) on the last business day of the ROFO Acceptance Period. At the ROFO Closing, (1) the Designated Buyer will deliver to the Offeror by certified or official bank check or wire transfer to an account designated by the Offeror an amount in immediately available funds equal to the aggregate Offer Price for the Offered Shares, and (2) the Offeror will deliver one or more certificates evidencing the Offered Shares, together with such other duly executed instruments or documents (executed by the Offeror) as may be reasonably requested by the Designated Buyer to acquire the Offered Shares.
Sample 1
The ROFO Closing. The consummation of any purchase of the ------------------ Offered Shares by the Designated Buyer pursuant to this Section 3.3 (the ROFO ---- Closing ) will occur no later than the last day of the ROFO Acceptance Period, ------- at such time and place as may be agreed upon by the Offeror and the Designated Buyer or, if such parties fail to agree to such time and place, at the offices of the Offeror at 200 Crescent Court, Suite 1600, Dallas, Texas 75201 at 10:00 a.m. (Xxxxxxx Xxxx) xx xxx xxxx xxxxxxxx xxx xx xxx XXFO Acceptance Period. At the ROFO Closing, (1) the Designated Buyer will deliver to the Offeror by certified or official bank check or wire transfer to an account designated by the Offeror an amount in immediately available funds equal to the aggregate Offer Price for the offered Shares, (2) the Offeror will deliver one or more certificates evidencing the Offered Shares, together with such other duly executed instruments or documents (executed by the Offeror) as may be reasonably requested by the Designated Buyer to acquire the Offered Shares.
Sample 1

Related to The ROFO Closing

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • 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.

  • First Closing The First Closing shall have occurred.

  • 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.

  • 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 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.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $22 1/4 per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Shares that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Underwriters. The Firm Shares shall be registered by the American Stock Transfer & Trust Company in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:30 A.M., New York City time, on July 28, 1997, the fourth full business day following the date of this Agreement, or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

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