Additional Closings Sample Clauses

Additional Closings. If, at any time prior to the Maturity Date (as defined in the Notes), (i) the Company has less than $1,000,000 of cash and cash equivalents and (ii) the Company has received a term sheet for a Qualifying Financing (as defined in the Notes) that is acceptable to the Company’s Board of Directors (the requirements set forth in (i) and (ii) are referred to herein as the “Draw-Down Requirements”), then the Chief Executive Officer of the Company shall be permitted to deliver a written notice (the “Draw-Down Notice”) to the Xxxxx Family Survivor’s Trust UDT dated December 18, 1988 (the “Major Investor”) and any other potential investor in the Company approved by the Chief Executive Officer of the Company (any such investor, a “New Investor” and collectively, the “New Investors”), which Draw-Down Notice shall certify that the Draw-Down Requirements have been satisfied and shall specify the closing of the sale of a specific amount of the authorized Notes and Warrants (such amount in any Draw-Down Notice, the “Draw-Down Amount”) not previously sold by the Company (each an “Additional Closing” and together with the Initial Closing, a “Closing”), which such Additional Closing shall occur no earlier than two and no later than five business days after the delivery of the Draw-Down Notice. Notwithstanding the foregoing, the Major Investor shall not be required to participate in an Additional Closing during any calendar month to the extent that the Company has effected two Additional Closings in such calendar month. Following each Additional Closing, the Schedule of Investors under the heading “Additional Closing Principal Amount of Note” shall be unilaterally updated by the Company to record the names of Investors participating in such Additional Closing and the principal amount of each Investor’s Loan Amount being made at such Additional Closing.
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Additional Closings. Following the Initial Closing, at any time and from time to time during and up to and including December 31, 2020 (the “Additional Closing Period”), the Company may, at one or more additional closings as determined by the Company (each an “Additional Closing” and together with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lenders in the Initial Closing or any prior Additional Closing, issue additional Notes to other investors (the “New Lenders”) up to the portion of the Loan Amount remaining after the Initial Closing on the same terms and conditions as set forth herein. The New Lenders may include persons or entities who are already Lenders under this Purchase Agreement and each New Lender shall execute and deliver a signature page to this Purchase Agreement and the Note to the Company, becoming a party to, and bound by, this Agreement to the same extent as if the New Lender had been a Lender at the Initial Closing and each such New Lender shall be deemed to be a Lender for purposes under this Agreement as of the date of the applicable Additional Closing. The Company, in its sole discretion, may shorten the Additional Closing Period.
Additional Closings. At any time after the First Closing but prior to the maturity date of any of the Notes issued in the First Closing, the Company may request that Buyers purchase additional Notes hereunder in Additional Closings by written notice to each Buyer, and, subject to the conditions below, each Buyer shall purchase such additional Notes in such amounts and at such times as such Buyer and the Company may mutually agree, so long as no default or “Event of Default” (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and any additional purchase of Notes beyond the purchase of Notes at the First Closing shall have been approved by each Buyer, which approval may be given or withheld in such Buyer’s sole and absolute discretion.
Additional Closings. At any time after the First Closing but prior to the maturity date of any of the Debentures issued in the First Closing, the Company may request that Buyer purchase additional Debentures hereunder in Additional Closings by written notice to Buyer, and, subject to the conditions below, Buyer shall purchase such additional Debentures in such amounts and at such times as Buyer and the Company may mutually agree, so long as the following conditions have been satisfied, in Buyer’s sole and absolute discretion: (i) no default or “Event of Default” (as such term is defined in any of the Transaction Documents) shall have occurred or be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default hereunder or thereunder; and (ii) any additional purchase of Debentures beyond the purchase of Debentures at the First Closing shall have been approved by Buyer, which approval may be given or withheld in Buyer’s sole and absolute discretion.
Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than September 30, 2015). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing date.
Additional Closings. At any time after the First Closing but prior to the maturity date of the Note issued in the First Closing, the Buyer may demand that the Company issue an additional Note hereunder in an additional Closing under the same terms and conditions as the First Note by delivering written notice to the Company and the Company shall issue such additional Notes to the Buyer.
Additional Closings. The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to any Buyer, either issue a press release (each, an “Additional Press Release”) or file a Current Report on Form 8-K (each, an “Additional 8-K Filing”), in each case reasonably acceptable to the Required Holders, disclosing that the Company has elected to deliver an Additional Closing Notice to the Buyers. From and after the filing of the Additional Press Release or Additional 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Additional Press Release or Additional 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.
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Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions:
Additional Closings. In the event that the Company does not sell the Maximum Offering Amount in the Initial Closing, the Company may sell the balance of such shares of Flash Preferred in additional Closings (each, an “Additional Closing”) if, at the time of such Additional Closing, all of the following conditions are satisfied:
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