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 thirty (30) calendar 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.
Solely with respect to the Second Closing, the Company shall have achieved the Milestone and the Price Threshold prior to the expiration of the Measurement Period.
The price per Preferred Share to be sold at the Second Closing is equal to the Preferred Share Price.
From the date of this Agreement until the Second Closing Date, no Fundamental Transaction (as defined in the Certificate of Designation) shall be consummated without the prior written consent of the holders of a majority of the Preferred Stock purchased in the Initial Closing.
Notwithstanding anything to the contrary in this Agreement, if the Second Closing Trigger is caused by waiver of the condition set forth in Section 6.1(m) that is approved by Investors holding at least a majority of the Securities outstanding from time to time (determined as if all of the Preferred Shares then outstanding have been converted without regard to any limitations on the conversion of such Preferred Shares), then such waiver shall apply to all Investors.