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.
Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $150,000 of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree
Third Closing. Subject to the terms and conditions set forth in Section 4.3 and elsewhere in this Agreement, the Purchasers shall have the right (the "Purchasers' Call Option") at any time within a two (2) year period commencing on the First Closing Date to deliver a written notice to the Company (a "Purchasers' Call Option Notice") requiring the Company to issue and sell on the same terms and conditions as at the First Closing, except that the Conversion Price shall be equal to the lesser of (x) $5.50 per share of Common Stock and (y) the five (5) day average closing bid price of the Common Stock (as reported by Bloomberg Information Services, Inc., or any successor reporting service) for the five (5) Trading Days (as defined below) immediately preceding the Second Closing Date, but in any event no lower than the Conversion Price at the First Closing, (1) an additional principal amount of Debentures of up to $3,000,000 and (2) an additional Warrant with an Exercise Price equal to 115% of the Conversion Price at the Third Closing. The closing of the purchase and sale of the additional Debentures and Warrant(s) (the "Third Closing") under the Purchasers' Call Option Notice shall take place in the same manner as the First Closing, within five (5) business days of the date after delivery of the Purchasers' Call Option Notice (the "Third Closing Date"); provided, that in no case shall the Third Closing take place unless and until the conditions listed in Section 4.3 have been satisfied or waived by the appropriate party, and provided, further that, if the Company has filed a registration statement under the Securities Act relating to an Underwritten Offering (as defined in the Registration Rights Agreement) and if the Company, after consultation with the managing underwriter(s) or underwriter(s), should reasonably determine that the Third Closing would materially adversely affect the offering contemplated in such registration statement, then the Third Closing shall be delayed until sixty (60) days after the closing of such offering or until after the cancellation of such offering. If a Change of Control shall have occurred prior to the Second Closing, then the Company shall not be obligated to sell more than one-half ($1,500,000 aggregate principal amount of Debentures) of the amount of Debentures and Warrants described above; provided, that if the Change of Control occurs after the Second Closing, the Company shall be required to sell the full amount ($3,000,000 aggregate p...
Third Closing. On or before October 15, 2016 (the "Third Closing"), the Company would acquire the remaining sixty percent (60%) of the ownership interest of WOD an equity exchange in which the WOD Members would exchange a total of 600 WOD Units to the Company in exchange for a total of 14,800,000 New Company Shares. In addition, the Third Closing would be contingent upon WOD completing all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014 and December 31, 2015, and interim reviewed financial for periods ending March 31, 2016, and June 30, 2016, including interim reviewed financial for period ending September 30, 2016, in accordance with US GAAP (the "Books and Records"), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014 and 2015 on or before the Third Closing.
Third Closing. At any time sixty one (61) to One Hundred (100) 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 may 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 Schedule 3(c) to reflect the Company’s capitalization as of the Third Closing Date; and (iv) a legal opinion of counsel to the Company, substantially in the form of Exhibit E hereto, provided, that if the legal opinion delivered on the Signing Closing Date is a blanket opinion covering Shares to be issued upon conversion of the Second Debenture, then a separate legal opinion need not be issued on the Second Closing Date, and (B) the Buyer shall deliver to the Company the following: One Hundred Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00) (the “Third Purchase Price”).
Third Closing. Within 90 days following the Effective Date (the “Third Closing Date”, and together with each of the Initial Closing Dates and the Second Closing Date, the “Unit Closing Dates”), the Purchaser shall purchase an additional 3,000 Units (the “Third Closing”, and together with the Initial Closing and the Second Closing, the “Unit Closings”) and the Company shall sell to the Purchaser an additional 3,000 Units. As a condition to the Third Closing, the Company will update the Disclosure Schedule and the representations and warranties set forth in Section 2 hereof.
Third Closing. From and after the Third Closing, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to cause the Board to consist of up to six (6) members or such other number as the Board may from time to time establish, and at all times throughout such period to include (i) three (3) Warburg Pincus Directors, (ii) Xxxxx Xxxxxx,
Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”
Third Closing. From March 1, 2006 through March 15, 2006, Subscriber may elect by written notice to the Company its option to purchase the Third Closing Notes. The closing date in relation to the Third Closing Purchase Price shall be on or about March 15, 2006 (the “Third Closing Date”). Subject to the satisfaction or waiver of the terms and conditions of this Agreement on the Third Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount designated on the signature page hereto (“Third Closing Notes”). The aggregate Purchase Price of the Third Closing Notes for all Subscribers shall be equal to the Third Closing Purchase Price. The Third Closing Note shall be identical to the Note issuable on the Initial Closing Date and have the same maturity date as the Notes issued on the Initial Closing Date. The Conversion Price shall be equitably adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company’s shareholders after the Initial Closing Date.
Third Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Third Closing Date (as defined below), (x) a principal amount of Notes as is set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers and (y) Warrants to acquire an initial amount of shares of Common Stock as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers (the “Third Closing”, and together with the First Closing and the Second Closing, each a “Closing”).
