Second Closing definition
Examples of Second Closing in a sentence
The Company shall, as promptly as reasonably practicable and in any event no later than 30 days after Second Closing Date (the “Second Filing Deadline” and each of the Initial Filing Deadline and Second Filing Deadline, a “Filing Deadline”), prepare and file with the SEC a Registration Statement (the “Second Registration Statement”) covering the resale of all Registrable Securities issued in connection with the Second Closing.
In the event the Company elects to reduce the Second Closing Aggregate Subscription Amount pursuant to this Section 2.3, each Investor agrees, severally and not jointly, to purchase the dollar amount of Securities relative to the Second Closing Adjusted Subscription Amount that bears the same proportion to the dollar amount set forth opposite such Investor’s name on Exhibit A hereto under the heading “Second Closing Subscription Amount” relative to the Second Closing Aggregate Subscription Amount.
Notwithstanding anything to the contrary in this Agreement, if the Second Closing Trigger is caused by a Price Threshold Waiver, only those Investors who signed the Price Threshold Waiver shall be obligated to participate in the Second Closing and the non-signing Investors shall have the right but not the obligation to purchase the number of Shares as determined above in this Section 2.2(a).