Third Closing Sample Clauses
Third Closing. (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers.
(b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) the Company shall have provided each Purchaser with the Company’s wire instructions;
(ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable);
(iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein;
(iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and...
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, 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. (a) Prior to the commencement of the Phase 0 study (as defined in the Updated R&D Budget), the Company shall require the prior written approval of Purchaser to the location and protocol of such Phase 0 Study, which approval shall be in Purchaser’s sole discretion. Upon completion of such Phase 0 study, the Company shall deliver written notice to the Purchaser (“Company Notice”), along with a report summarizing the results of the Phase 0 study pursuant to the terms of the RELO Agreement.
(b) Within forty-five (45) days of receiving the Company Notice, the Purchaser may deliver to the Company, at its sole discretion, a written notice (the “Third Closing Notice”) that that Purchaser elects to proceed with the R&D Program and pursue the filing of an IND (as defined in the RELO Agreement). If the Purchaser does not deliver the Third Closing Notice, then the parties hereto shall have no further rights or obligations under this Section 2.4 hereof.
(c) If the Purchaser delivers the Third Closing Notice, then the Company and the Purchaser will proceed to the Third Closing, which will occur within 15 days following the receipt of the Third Closing Notice at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, or at such other place as may be mutually agreed upon between the parties hereto, on such date and time as shall be mutually agreed upon between the parties hereto (the “Third Closing” and the date of the Third Closing, the “Third Closing Date”).
(d) It shall be a condition to the obligation of the Company and the Purchaser to consummate the Third Closing that the NYSE Amex shall have approved the Third Closing Shares for listing on the NYSE Amex.
(e) At the Third Closing the following transactions shall take place, all of which shall be deemed to have occurred simultaneously:
(i) The Company shall sell and issue to the Purchaser, and the Purchaser shall purchase from the Company, the number of shares of Common Stock equal to the quotient of (i) $750,000 divided by (ii) the per share price that is equal to 120% of the closing price of the Common Stock on the primary Trading Market on which the Common Stock is then trading as reported by Bloomberg L.P. for the last trading day preceding the Third Closing Date (the “Third Closing Shares”).
(ii) The Purchaser shall transfer to the Company the amount of $750,000 by wire transfer of immediately available funds to the account of the Company (“Third Closing Payment”).
(i...
Third Closing. (A) Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, during the time specified below the Company shall deliver a written notice to the Purchasers (a "Third Closing Notice") requiring the Purchasers to purchase an additional 367.50 shares of Preferred Stock (the "Third Tranche Preferred Stock" and together with the Second Tranche Preferred Stock, the "Additional Preferred Stock") for an aggregate purchase price of $735,000 (the "Third Tranche Purchase Price"). The Company shall deliver a Third Closing Notice no earlier than 60 days after the date on which the initial Registration Statement filed with the Commission with respect to the Preferred Stock has been declared effective by the Commission and no later than 90 days after such effective date. At the Third Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of the Third Tranche Preferred Stock sold by the Company as set forth opposite such Purchaser's name on Schedule 1 at the purchase prices set forth on Schedule 1. The closing of the purchase and sale of the Third Tranche Preferred Stock (the "Third Closing") shall take place in the same manner as the Initial Closing, on such date indicated in the Third Closing Notice (which may not be prior to the 10th day after receipt by the Purchasers of the Third Closing Notice or as otherwise agreed to by the parties); provided, however, that in no case shall the Third 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 Third Closing is hereinafter referred to as the "Third Closing Date.")
(B) At the Third Closing (a) the Company shall deliver to each Purchaser (1) stock certificates representing the shares of Preferred Stock (the "Third Tranche Shares" and together with the Initial Shares and the Second Tranche Shares, the "Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser and (2) all other documents, instruments and writings required to have been delivered at or prior to the Third Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, and (b) each Purchaser shall deliver to the Company (1) the portion of the Third Tranche Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available ...
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. 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) ▇▇▇▇▇ ▇▇▇▇▇▇,
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 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.