Optional Closing definition

Optional Closing means the closing of the transactions contemplated in Section 2.5.
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Optional Closing or “Subsequent Closing”); provided that the aggregate amount of Consideration paid to the Company in exchange for such additional Notes at the Optional Closing(s) described in this Section 3.2(b), together with the aggregate amount of Consideration previously paid to the Company in exchange for Notes issued at the Initial Closing and the Second Closing, shall not exceed $105,000,000. Any subsequent purchasers of Notes at an Optional Closing shall become a party to, and shall be entitled to receive, Notes in accordance with this Agreement. Each Optional Closing shall take place at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes. The date of any Subsequent Closing (each, a “Closing”) is each referred to herein as a “Closing Date.” Section 2.
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Optional Closing means the optional closing of the purchase and sale of the Optional Closing Common Shares (as defined below) on the Optional Closing Date pursuant to Section 2.3 of this Agreement. “Optional Closing Date” means the date that is the second Trading Day following the Second Closing Date. “Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act pursuant to Section 4 hereof. “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 2. 74109921_16
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Examples of Optional Closing in a sentence

  • Any subsequent purchasers of Notes at an Optional Closing shall become a party to, and shall be entitled to receive, Notes in accordance with this Agreement.

  • If a Buyer has not elected to effect an Additional Closing with respect to all of the Additional Optional Notes Amount of such Buyer on or prior to the eighteen-month anniversary of the Initial Closing Date (the “Additional Optional Closing Expiration Date”), such Buyer shall have no further right to effect an Additional Closing hereunder.

  • Each Optional Closing shall take place at such locations and at such times as shall be mutually agreed upon orally or in writing by the Company and such purchasers of additional Notes.

  • The Placement Agent may in its sole discretion waive compliance with any conditions to the obligations of the Placement Agent hereunder, whether in respect of an Optional Closing Date or otherwise.


More Definitions of Optional Closing

Optional Closing means the closing of the Mister Goody Option transaction contemplated by Section 2.01(c) and 5.06(a).
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Optional Closing means the closing of the purchase and sale of the Securities (other than the Initial Warrants) on the Optional Closing Date pursuant to Section 2.5 of this Agreement.
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Related to Optional Closing

  • Additional Closing has the meaning set forth in Section 2.3.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing Date means the date of the Second Closing.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Second Closing has the meaning set forth in Section 2.2.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Final Closing means the last closing under the Private Placement;

  • IPO Closing Date means the closing date of the IPO.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.