The Subsequent Closing Sample Clauses

The Subsequent Closing. The rights and obligations of each of the Investors to purchase any shares of the Series A Preferred Shares at the Subsequent Closing are subject to the fulfilment, on or before such Closing, of each of the following conditions precedent, in addition to the conditions precedent set forth in Section 4.1 (except for Sections 4.1(g), (h), (i) and (j)), unless otherwise waived by each of the Investors:
Sample 1
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The Subsequent Closing. (a) At the Subsequent Closing (as defined in Section 1.3(b)), the Other Investors shall purchase from the Company and the Company shall sell to the Other Investors up to $1,000,000 of Series D Preferred Stock in the respective amounts set forth opposite the names and signatures of each Other Investor on the signature pages hereof (the "Subsequent Purchase"). The per share purchase ------------------- price to be paid by the Other Investors for Series D Preferred Stock shall be the "Stated Value" (as of the Subsequent Closing of the Series D Preferred Stock ------------ (which Stated Value is currently $1.36)) as defined in the Restated Certificate. The number of shares of Series D Preferred Stock shall not exceed 735,294 (based upon the $1.36 current price). The number of shares of Series D Preferred Stock purchased at the time of the Subsequent Purchase shall equal the Purchase Price of the Series D Preferred Stock the Other Investors have agreed to purchase divided by the Stated Value of the Series D Preferred Stock as of the Subsequent Closing. The Other Investors shall be: (i) those Persons who are signatories hereto at the time of execution of this original agreement by the Company, Conning and Beacon (as to the amount shown to be purchased by them) and (ii) those Persons added as parties hereto (or who wish to increase the amount originally agreed to be purchased by them) who are mutually acceptable to the Company, Conning and Beacon and consist of current shareholders of the Company and/or senior management of the Company (including Squam Lake Investors II, L.P. ("SLI")) and also Sundree Securities, Inc., (who is acceptable) who become --- parties to this Agreement as purchasers of shares of Series D Preferred Stock in amounts mutually acceptable to the Company, Conning and Beacon.
Sample 1
The Subsequent Closing. (a) An additional subsequent closing of the transactions contemplated by this Agreement shall be consummated (the “Subsequent Closing” and the Initial Closing and the Subsequent Closing are each sometimes individually referred to herein as a “Closing” and collectively as the “Closings”) at the offices of Amit, Pollak, Matalon & Co., at 00 Xxxxx Xxxxxxxxxx Street, Building D, 6th Floor, Ramat Hachayal, Tel Aviv, or to be held remotely via the electronic exchange of documents and signatures within three (3) Business Days following date on which all of the conditions precedent to the Subsequent Closing set forth in Section 8.2 and Section 9.2 have been satisfied or waived, or such other place, time and date as the parties shall agree in writing; provided, however, that unless otherwise agreed by the parties, the Subsequent Closing shall not take place prior the OCS Transfer Amount Payment Deadline. The time and date on which the Subsequent Closing is actually held is referred to herein as the “Subsequent Closing Date” and the Initial Closing Date and the Subsequent Closing Date are each sometimes individually referred to herein as a “Closing Date” and collectively as the “Closing Dates.” All actions to occur at the Subsequent Closing shall occur and shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all required actions have been completed and all required documents delivered.
Sample 1
The Subsequent Closing. At each Closing (subject to the satisfaction of the closing conditions set forth in Sections 6 and 7 herein, as applicable, or respective waiver thereof by Lead Purchaser or the respective Subsequent Purchaser, at or prior to the Subsequent Closing), the Company shall issue and allot to each Subsequent Purchaser, and each Subsequent Purchaser shall purchase from the Company, its respective allocation of the Subsequent Purchased Shares. Each closing of the sale and purchase of the Subsequent Purchased Shares (each a “Subsequent Closing”) shall take place remotely via the exchange of documents and signatures, upon the date, time and place as the Company and each Subsequent Purchaser shall mutually agree (each such date is hereinafter referred to as the “Subsequent Closing Date”). It is clarified that Lead Purchaser shall participate as a Subsequent Purchaser, and contribute, in the last Subsequent Closing, an amount equal to all amounts invested by any other Subsequent Purchaser under all Subsequent Closings, provided that in no event shall SHC be required to provide, nor Company be required to accept from SHC, any amount exceeding an aggregate amount of US$[***] within the course of all Subsequent Closings (the “Investment Match Amount”). Notwithstanding the aforesaid, in the event that the Company consummates a Subsequent Closing with a Subsequent Purchaser within [***] days after the Subsequent Closing Period, then the Lead Purchaser shall be required to contribute the Investment Match Amount, provided that such Subsequent Purchaser has committed to the Company in writing its intention to purchase Subsequent Purchased Shares within the Subsequent Closing Period.
Sample 1
The Subsequent Closing. Subject to the conditions specified in Section 4, at the Subsequent Closing (as defined in Section 1.3) the Investor shall purchase and receive from the Corporation and the Corporation shall sell and deliver to the Investor, 675,680 shares of Series F Preferred Stock and Warrants to purchase 33,784 shares of Series F Preferred Stock (the shares of Series F Preferred Stock issuable upon exercise of the Warrants being referred to as the "Warrant Shares"). The aggregate purchase price to be paid by the Investor for the Series F Preferred Stock and the Warrants under this Section 1.2 is $2,500,016 (the "Purchase Price"). At the Subsequent Closing, the outstanding principal amount of the Note together with any interest accrued thereon shall be applied towards payment of the Purchase Price and the Purchase Price shall be thereby reduced on a dollar for dollar basis.
Sample 1

Related to The Subsequent 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.

  • 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.

  • 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

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

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