the Second Closing Date Sample Clauses

the Second Closing Date. If the Purchase Agreement is terminated and the Termination Amount is paid on or before the second business day after receipt by the Company of the Termination Notice in accordance with Section 1.5 of the Purchase Agreement, this Warrant shall be null and void in its entirety and of no further force and effect.
Sample 1
AutoNDA by SimpleDocs
the Second Closing Date. Delivery of certificates for the Optional Shares, if any, to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxx Securities Inc.,1325 Avenue of the Americas, New York, New York (or such other place as may be agreed to by the Company and the Underwriters) at 9:00 a.m. New York time, on the fifth business day after the date on which the Underwriters provide notice to the Company pursuant to Section 2(b) of this Agreement that the Underwriters have elected to exercise their option with respect to all or a portion of the Optional Shares (the time and date of such closing are called the "SECOND CLOSING DATE," and the First Closing Date and the Second Closing Date are each referred to as a "CLOSING DATE"). The Second Closing Date may be changed by the agreement of the Underwriters and the Company.
Sample 1
the Second Closing Date. On the 30th Trading Day following (and including) the First Closing Date, or such earlier date as may be indicated in writing by Deephaven (the "SECOND CLOSING DATE"): (A) the Company will deliver to each Purchaser: (1) a stock certificate of the Company, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing (x) 50% of the portion of the Purchase Price indicated below such Purchaser's signature to this Agreement by (y) the Second Closing Date Per Share Purchase Price (as defined below), (2) a Warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire upon the terms thereof at an exercise price per share equal to 125% of the Second Closing Date Per Share Purchase Price, a number of shares of Common Stock equal to the quotient obtained by dividing (x) 30% of the Purchase Price to be paid by such Purchaser on the Second Closing Date pursuant to clause (B) below in this paragraph by (y) the Second Closing Date Per Share Purchase Price, and (B) each Purchaser shall deliver 50% of the portion of the Purchase Price set forth under such Purchaser's signature to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The parties acknowledge and agree that the Purchase Price paid by such Purchaser on the Second Closing Date in accordance with Section 1.1(iii) will be deemed to be consideration paid for the Shares to be issued to such Purchaser pursuant to Section 1.1(iii)(A)(1) and the Shares, if any, that may be issued to such Purchaser pursuant to Section 1.1(iv)(A). Notwithstanding anything to the contrary contained herein, a Purchaser shall not be obligated to acquire Shares or Warrants on the Second Closing Date or Second Settlement Date (as defined below) if there shall have occurred and be continuing an Event Under Section 3.17(a)(b). However, the obligations of the Company under the Transaction Documents shall not be affected by such non-acquisition.
Sample 1
the Second Closing Date. On the Second Closing the Second Xxxxx Contribution, the BNAC Contribution and related cross receipts shall be released from escrow and delivered to the Partnership in accordance with the Escrow Agreement.
Sample 1

Related to the Second Closing Date

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares 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 each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • 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.

  • The Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Shearman & Sterling LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York time, on , or such other time and date not later than 1:30 p.m. New York time, on , as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • First Closing The First Closing shall have occurred.

  • 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.

  • Closing Date The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or around May 7, 2019.

  • 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.

  • The Initial Closing Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:

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

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