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. (a) At any time and from time to time following the Second Closing Date, but on or prior to one hundred eighty (180) calendar days following the Second Closing Date, the Company may sell up to an additional 500,000 Series B-2 Shares (such shares being referred to as the “Additional Shares”) to such Persons (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Second Closing (i.e., Five Dollars ($5.00) per Series B-2 Share); provided that a majority in interest of the then holders of Series B Preferred Stock so approve of the sale of any Additional Shares in their sole discretion. For the avoidance of doubt, no Warrants shall be issued to any Additional Purchasers in any Additional Closing. All such sales shall be made subject to the terms and conditions set forth in this Agreement, and in reliance on the representations and warranties set forth in this Agreement. At each Additional Closing, the Company shall issue and deliver to each Additional Purchaser a stock certificate or certificates in definitive form, registered in the name of such Additional Purchaser, representing the number of Additional Shares being purchased by it at such Additional Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or certificates therefor as aforesaid, on the Additional Closing Date, each Additional Purchaser shall pay to the Company by wire transfer as set forth in Schedule 1.3 hereto or by such other method as may be reasonably acceptable to the Company in immediately available funds such amount as shall be equal to the product of the number of Series B-2 Shares being sold at such closing and $5.00. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company.
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. 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 six (6) months after the Initial Closing). 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 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. Within 60 days following the Initial Closing, the Company may offer Additional Closing Securities to any other Persons as may be approved by the Company (the “Other Investors”). Any Other Investor who commits to purchase Additional Closing Securities shall execute an Additional Purchaser signature page to this Agreement, in substantially the form attached hereto as Exhibit E, and shall thereafter be bound to this Agreement as an Additional Purchaser, and Annex II attached hereto shall be updated to include the principal amount of Additional Closing Securities that each Additional Purchaser has committed to purchasing. The purchase and sale of the Additional Closing Securities to the Additional Purchasers shall take place at one or more closings (each an “Additional Closing” and, together with the Initial Closing, the “Closings”) to be held on the date and at such location as the Company and the Purchasers of a majority in principal amount of the Additional Notes to be issued at such Additional Closing shall mutually agree (the date of each such Additional Closing, an “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing, an Additional Note and Additional Warrant, each registered in such name or names as each such Additional Purchaser may designate. On each Additional Closing Date, each Additional Purchaser purchasing Additional Closing Securities at such Additional Closing shall pay to the Company an amount equal to the purchase price set forth opposite such Additional Purchaser’s name on Annex II with respect to such Additional Closing (payable by wire transfer in same day funds to an account specified by the Company in writing).
Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.
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. 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:
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.
