Third Tranche Closing. (i) The closing of the purchase and sale of the Third Tranche Shares pursuant to Section 1.1(d) hereof shall take place remotely via the exchange of documents and signatures on either the date specified in the Third Tranche Closing Notice delivered pursuant to Section 1.1(c)(ii) hereof, which date specified must be consistent with the applicable requirements of Section 1.1(d)(iii), or on such other date as the Company and those Purchasers that hold at least sixty five percent (65%) of the Initial Tranche Shares and Second Tranche Shares, if any, then outstanding mutually agree (the “Third Tranche Closing”).
Third Tranche Closing. During the 30 calendar day period following the [***] (as defined in the Collaboration Agreement), the Company shall have the right, but not the obligation, to direct Purchaser, by its delivery to Purchaser of a Third Tranche Notice (as defined below), to purchase the Third Tranche Shares (as defined below) pursuant to this Section 1.4, and Purchaser thereupon shall have the obligation to purchase the Third Tranche Shares, subject to the conditions set forth in this Agreement, provided that the Collaboration Agreement has not been suspended or terminated in accordance with Section 15.7(d) of the Collaboration Agreement. The Company shall notify Purchaser in writing within 5 business days after [***]. A “Third Tranche Notice” shall mean an irrevocable written notice specifying a closing date for the purchase of the Third Tranche Shares pursuant to this Section 1.4 (the “Third Tranche Closing”), which notice shall be delivered no less than ten (10) Trading Days prior to the date of the Third Tranche Closing. At the Third Tranche Closing, the Company shall instruct the Transfer Agent to register such issuance via book entry the Third Tranche Shares (as defined below) against delivery to the Company by Purchaser at or before the Third Tranche Closing of Ten Million Dollars ($10,000,000) (the “Third Tranche Consideration”), payable in immediately available funds by wire transfer to an account or accounts designated by the Company. The “Third Tranche Shares” shall mean that number of shares of Common Stock equal to Ten Million Dollars ($10,000,000) divided by the Bloomberg volume-weighted average price for a share of Common Stock on the NASDAQ Global Select Market for the 30 Trading Day period ending on the last Trading Day prior to the Third Tranche Notice, rounded to the nearest whole share. For clarity, each of the Initial Closing, Second Tranche Closing and Third Tranche Closing shall be referred to as a “Closing.”
Third Tranche Closing. Subject to the satisfaction (or waiver) of all of the conditions set forth in Sections 5 and 6A below, the company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company 2.5 Units at the third tranche closing (the “Third Tranche Closing”; each of the Second Tranche Closing and the Third Tranche Closing shall be referred to as an “Additional Closing”, the First Tranche Closing and each Additional Closing shall be referred to as a “Closing” and each such date is referred to as a “Closing Date”). The Third Tranche Closing shall occur at 10:00 a.m., New York City time, on December 1, 2010 (or such other date and time as is mutually agreed to by the Company and the Buyer) at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Third Tranche Closing. On the thirtieth Trading Day following the Second Tranche Closing, subject to the satisfaction of the Equity Conditions in full and the conditions to closing set forth herein and the other 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 up to $10,000,000 of Principal Amount of Notes and Warrants. Each Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as to the Third Tranche Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Notes 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 Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 and, but only to the extent the Company shall also previously complied with all Transaction Documents prior and as of such Third Tranche Closing Date, the Third Tranche Closing shall occur at the offices of Nxxxx Xxxxxx or such other location as the parties shall mutually agree. Notwithstanding the foregoing, if the Third Tranche Closing has not occurred prior to April 30, 2024 no Third Tranche Closing shall occur hereunder.
Third Tranche Closing. Following the completion of the Third Tranche Milestone set forth in Schedule I, within ten (10) days of a Funding Notice from the Chief Executive Officer of the Company or another authorized representative of the Company to the Investor, the Company shall issue and sell and the Investor shall purchase the Third Tranche Note (the “Third Tranche Closing”); provided, however, that the Investor shall not be obligated to purchase the Third Tranche Note if an Event of Default has occurred or would result from the Third Tranche Closing. At the Third Tranche Closing, the Company will deliver to the Investor the Third Tranche Note, against receipt by the Company of the corresponding purchase price of Two Hundred Sixteen Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents ($216,666.67). The Third Tranche Note will be promptly registered in the Investor’s name in the Company’s records. The Third Tranche Closing shall take place at such date, time and place as shall be approved by the Company in its sole discretion (the “Third Tranche Closing Date”).
Third Tranche Closing. Upon Purchaser’s exercise of the Option (as defined in the First Collaboration Agreement), Purchaser shall purchase, and the Company shall sell, the Third Tranche Shares (as defined below). Following the exercise of the Option, the purchase and sale of the Third Tranche Shares (the “Third Tranche Closing” and, together with the Initial Closing and Second Tranche Closing, each a “Closing”) shall occur within fifteen Trading Days of the delivery of such notice of exercise (the “Option Exercise Notice”). At the Third Tranche Closing, the Company shall instruct the Transfer Agent to register the Third Tranche Shares via book entry against delivery to the Company by Purchaser at or before the Third Tranche Closing of $5,000,000, payable in immediately available funds by wire transfer to an account or accounts designated by the Company. The “Third Tranche Shares” shall mean that number of shares of Common Stock equal to $5,000,000 divided by the Bloomberg volume-weighted average price for a share of Common Stock on the NASDAQ Global Select Market for the 30 Trading Day period ending ten Trading Days subsequent to the last Trading Day prior to the receipt of the Option Exercise Notice, rounded to the nearest whole share.
Third Tranche Closing. On the Third Tranche Closing Date, subject to mutual consent, provided that the Equity Conditions shall be satisfied as of such date, and upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of $2,200,000 of Principal Amount of the Third Tranche Note together with a number of Warrants as determined by Section 2.2(a). The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to the Investor’s Subscription Amount as to the Third Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the Third Tranche Note and the Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 at the Third Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Third Tranche Closing Date, the Third Tranche Closing shall occur at the offices of Xxxxx Xxxxxx, at such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Third Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the Securities issued in the First Tranche and the Second Tranche being included for public sale in the Prospectus that is part of the Resale Registration Statement(s), and to the Equity Conditions having been met as of the Third Tranche Closing Date.
Third Tranche Closing. (1) The Third Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Purchaser may agree, at the Third Tranche Closing Time.
Third Tranche Closing. Subject to the terms and conditions of this Agreement, the Third Tranche Closing shall take place at the offices of Jones, Walker, Waechter, Poitevent, Carrére & Xxxxxxx, L.L.P. as soon as practicable after the satisfaction of the conditions precedent set forth in Article VIII hereof following the Company’s delivery to Investor of written notice of the Third Tranche Trigger Event, or, if no date has been agreed to, or any date specified by any party to the other upon five days’ written notice following the Company’s delivery of such notice (the “Third Tranche Closing Date” and the First Tranche Closing Date, Second Tranche Closing Date and Third Tranche Closing Date are sometimes individually and collectively referred to herein as the “Closing Date”). At the Third Tranche Closing, subject to the terms and conditions set forth herein, the Company shall sell the Third Tranche Shares to Investor by delivering to Investor the Third Tranche Shares registered in the name of Investor or its designee, free and clear of any lien, and Investor shall purchase the Third Tranche Shares from the Company at a purchase price of $1.00 per share by wiring in same day funds $200,000 to such account as the Company may specify.
Third Tranche Closing
