First Subsequent Closing definition
Examples of First Subsequent Closing in a sentence
Notwithstanding anything herein, in a Joinder Agreement or in a Subsequent Closing Notice to the contrary, the number of Subsequent Notes to be purchased by the Subsequent Buyers at the First Subsequent Closing shall not exceed $444,445 aggregate principal amount of Subsequent Notes.
The First Subsequent Closing will take place at the WSGR Offices at 10:00 AM local time, on a date of within three (3) business days after the expiration of any waiting periods applicable to the sale of such Shares to such HSR Investors under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (“HSR”), or at such other time of day and place as the Company and such HSR Investors mutually agree upon orally or in writing.
The obligations of the HSR Investors to purchase Shares pursuant to Section 1.1(c) of this Agreement at the First Subsequent Closing is subject only to the expiration of any applicable waiting period under HSR with respect to the HSR filings made by such HSR Investors in connection with the transactions contemplated by this Agreement and will not be subject to any other closing conditions otherwise described in this Agreement.
After the First Subsequent Closing Date, neither the Controlling Persons nor the Company will, directly or indirectly, pay or cause to be paid any remuneration, to any holder of the Securities as consideration for or as an inducement to the entering into by any holder of the Securities of any waiver or amendment of any of the terms and provisions of this Agreement unless such remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Securities then outstanding.
The Second Subsequent Closing shall take place within fifteen (15) days following the date upon which the Purchasers have received written notice of the Company’s decision to require the Purchasers to acquire the Series C-2 Preferred Stock (the “Second Subsequent Closing Date”; together with the First Subsequent Closing Date, each a “Subsequent Closing Date”).
The outstanding capitalization of the Company (i) immediately after the Initial Closing, and (ii) assuming that the Company issues and sells 1,666,667 Shares in the First Subsequent Closing will be as set forth in the “Post-Closing Capitalization Table” in Schedule 3(c).
First Subsequent Closing (if any): The First Subsequent Closing will occur in two tranches as follows: (1) the first tranche of the First Subsequent Closing shall occur within seven (7) days of the receipt by each Investor of the Company CEO Certification; and (2) the second tranche of the First Subsequent Closing shall occur on or before September 30, 2011 with the specific closing date to be mutually agreed upon by the Company and Investor.
Subject to the terms and conditions contained herein, and based on the representations and warranties contained herein, each Subsequent Purchaser agrees, severally, to purchase, and the Company agrees to issue and sell to each Subsequent Purchaser on January 4, 2000, that number of shares of Series Cl Preferred Stock set forth in the column First Subsequent Closing opposite each Subsequent Purchaser's name on EXHIBIT A hereto at the per share purchase price of $6.00 (the "FIRST SUBSEQUENT PURCHASE PRICE").
Such funds will be held for the Purchaser’s benefit in the escrow account established for the Offering (the “Escrow Account”) and will be returned promptly upon the Purchaser’s written request to the Escrow Agent or the Company, without interest or offset, if this Agreement is not accepted by the Company or if the Offering is terminated pursuant to the terms herein prior to the First Subsequent Closing or any Subsequent Closing, as applicable.
If the Company CEO Certification is received by the Investor(s) after June 30, 2011, then the First Subsequent Closing will be within seven (7) days of the receipt by each Investor of the Company CEO Certification.