The Series C Closing Sample Clauses

The Series C Closing. The closing (the “Series C Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 a.m. (New York City time) on [●], 2018 or at such other time or place as the parties shall agree.

The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date 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 and provided, that the Series C Closing may not occur later than November 15, 1996 (the "Series C Closing Expiration Date"). The date of the Series C Closing is hereinafter referred to as the "Series C Closing Date." At the Series C Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall purchase, the Series C Shares, for an aggregate purchase price of $7,000,000.

The Series C Closing. (i) Subject to the terms and conditions set forth in this Agreement, if the Per Share Market Value shall be equal to or greater than 130% of the Initial Conversion Price for any period of at least twenty (20) consecutive Trading Days, the Company shall have the right to deliver a written notice to the Purchasers (a "Series C Subsequent Financing Notice," and together with Series B Subsequent Financing Notice, a "Subsequent Financing Notice") no later than five Trading Days after the conclusion of such period requiring the Purchasers to purchase, severally and not jointly, (subject to adjustment as provided herein), at the Company's option, up to an aggregate principal amount of $2,500,000 of Series C Debentures. A Series C Subsequent Financing Notice may be delivered no earlier than 90 days following the effective date of the Underlying Securities Registration Statement (provided, that in the event that the Underlying Securities Registration Statement filed in connection with the Series A Closing does not cover the Underlying Shares issuable upon conversion or exercise of the Series B Debentures and Series B Warrants, then such 90 Business Day period shall commence upon the effective date of the Underlying Securities Registration Statement that covers such Underlying Shares), and no later than one (1) year following the Series B Closing Date. The closing of the purchase and sale of the Series C Debentures (the "Series C Closing") shall take place at the offices of the Xxxxxxxx Xxxxxxxxx on the date indicated in the Series C Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 25th Trading Day after receipt by the Purchasers of the Series C Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series C Closing take place unless and until the conditions listed in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "Series C Closing Date."

The Series C Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Subsequent Financing Notice is greater than $2.00, have the right to deliver a written notice to the Purchasers (a "Series C Subsequent Financing Notice") requiring the Purchasers to purchase Series C Shares. The Company may deliver a Series C Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement relating to the securities issued at the Series B Closing Date and no later than 270 days after the effective date of such Registration Statement (such 270th day, the "Series C Closing Expiration Date") and such Series C Subsequent Financing Notice shall set forth the dollar amount of Series C Shares that the Company intends to sell to the Purchasers, provided, however, that the minimum amount of such sale and purchase shall be $1,500,000 and the maximum amount of such sale and purchase shall be based upon the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing as follows: if such average price is greater than $2.00 but less than $2.50 then the maximum funding shall be $4,000,000; if such average price is equal to or greater than $2.50 but less than $3.00 then the maximum funding shall be $5,500,000; if such average price is equal to or greater than $3.00 but less than $3.75 then the maximum funding shall be $7,000,000; if such average price is equal to or greater than $3.75 but less than $4.50 then the maximum funding shall be $10,000,000; and if such average price is equal to or greater than $4.50 then the maximum funding shall be $12,500,000; provided, further, that the Purchasers shall not be required to purchase any Series C Shares if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing is less than $2.00. At the Series C Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series C Shares as equals such Purchaser's pro rata portion of the purchase price for the Series B Shares issued and sold at the Series B Closing. The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of Robinson Silverman on such xxxx xxxixxxxx xx the Series C Subsequent Financing Notice (which may not be pr...

The Series C Closing. (i) The closing of the purchase and sale of the Series C Preferred to be issued and sold at such closing in accordance herewith (the "Series C Shares", and such closing the "Series C Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day after receipt of the notice described hereafter in this paragraph (b)) as the Company may designate in a written notice to the Purchaser (a "Subsequent Financing Notice") relating to the Series C Shares which the Company may deliver no earlier than 60 days after the date hereof and no later than 150 days after the date hereof (such 150th day, the "Series C Closing Expiration Date"), which Subsequent Financing Notice shall set forth the number of shares of Series C Preferred that the Company intends to sell to the Purchaser, provided, however that such number shall not be in excess of (i) 400 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is less than $45,000,000, (ii) 600 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is between $45,000,000 and $64,999,999, (iii) 800 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is between $65,000,000 and $84,999,999, and (iv) 1000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is in excess of $84,999,999.

The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "SERIES C CLOSING") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the tenth day after receipt of the notice described hereafter in this paragraph (b)) as the Company may designate in a written notice to the Purchaser (a "SUBSEQUENT FINANCING NOTICE") relating to the Series C Shares which the Company may deliver no earlier than January 1, 1997 and no later than March 19, 1997, which Subsequent Financing Notice shall set forth the number of Series C Shares (which may not exceed 3,000) that the Company intends to sell to the Purchaser, PROVIDED, HOWEVER, in no case shall the Series C Closing take place (A) earlier than the later to occur of January 11, 1997 and the tenth day after receipt of the Subsequent Financing Notice relating to such Closing or (B) later than March 30, 1997 (the "SERIES C CLOSING EXPIRATION DATE"), and, PROVIDED, FURTHER, that in no case shall the Series C Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "SERIES C CLOSING DATE."

Related to The Series C Closing

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.
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.
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.
First Closing The First Closing shall have occurred.
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 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:
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.
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.
The First Closing Date Delivery of certificates or electronic book entries, as applicable, for the Firm Shares to be subscribed for 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 Representative) 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 Representative 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 Representative 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 Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

The Series C Closing Sample Clauses

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