Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Bor...
Subsequent Closings. Subject to the terms and conditions of this Agreement, the Company may sell to each Investor up to such number of Series A Shares as is set forth opposite the name of each such Investor in Exhibit A-6 hereof, at one or more subsequent closings (the “Subsequent Closings”) (the date of each Subsequent Closing shall be referred to herein as the “Subsequent Closing Date”) to occur no later than May 30, 2006 (or at such other time as the Company and the Investors may mutually agree upon), so long as the sales of the Series A Shares at such Subsequent Closings are pursuant to the terms of this Agreement and at the price per share set forth in Section 1.2 above. Any purchaser purchasing Series A Shares at a Subsequent Closing (each a “Subsequent Purchaser”) shall execute a counterpart signature page to this Agreement and the Shareholders Agreement (as defined in Section 3.2(a)(iii) below), at which time such purchaser shall be deemed to be a party to this Agreement and the Shareholders Agreement as of the date of the Subsequent Closing as an “Investor” hereunder and thereunder, and the Series A Shares purchased by such Subsequent Purchaser shall be deemed to be “Purchased Shares” hereunder. The Company shall amend Exhibit A hereto to reflect the sales pursuant to the Subsequent Closings. For purposes of this Agreement, the terms “Closing” and “Closing Date,” unless otherwise indicated, refer to the applicable closing and closing date of the Initial Closing or the Subsequent Closing(s), as the case may be.
Subsequent Closings. In the event that, prior to the second anniversary of Closing, the Company sells shares of its Preferred Stock to an investor (a "Subsequent Purchaser"), the Company shall at the time of each such sale (a "Subsequent Closing") also sell and the Purchaser shall purchase shares of Preferred Stock of the Company for an aggregate purchase price equal to one-half of the amount paid by the Subsequent Purchaser; provided, that the maximum amount the Purchaser shall be obligated to invest to purchase Preferred Stock pursuant to this Section 2.2 shall be $5,000,000. The price per share to be paid by the Purchaser for Preferred Stock at a Subsequent Closing shall be $5.00 per share, unless the price being paid by the Subsequent Purchaser at such Subsequent Closing is less than $2.00 per share, in which event the price to be paid by the Purchaser at such Subsequent Closing shall equal $5.00 per share multiplied by a fraction the numerator of which is the price per share being paid by the Subsequent Purchaser at such Subsequent Closing and the denominator of which is $2.00. Any Preferred Stock issued to the Purchaser or a Subsequent Purchaser at a Subsequent Closing shall be issued to the Purchaser pursuant to a purchase agreement substantially identical to this Agreement (or on such other terms as the Purchaser may agree in its sole discretion) and to the Subsequent Purchaser on terms no more favorable to the Subsequent Purchaser than the terms of this Agreement and the Shareholders Agreement of even date herewith between the Company, the Purchaser and the Existing Shareholders named therein (the "Shareholders Agreement"). The Preferred Stock issued to the Purchaser at a Subsequent Closing shall be (a) Series B Preferred if the price per share to be paid by the Purchaser at such Subsequent Closing is $5.00, (b) if the price per share to be paid by the Purchaser at such Subsequent Closing is less than $5.00, a new series of Preferred Stock containing terms substantially identical to the Series B Preferred, except that the original issue price and initial conversion value reflected in the terms of such new series of Preferred Stock shall be the lower purchase price, or (c) Preferred Stock containing such other terms as the Purchaser may agree in its sole discretion. The Preferred Stock issued to the Subsequent Purchaser at a Subsequent Closing shall be (x) a new series of Preferred Stock (other than a series issued to the Purchaser) containing terms substantially ident...
Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.
Subsequent Closings. In the event that the Maximum Amount is not raised at the First Closing, the Company and the Lead Placement Agent may mutually agree to have one or more subsequent closings of the Offering (each, a “Subsequent Closing”) until the Maximum Amount is raised. At each Subsequent Closing, the Company agrees to issue and sell to each Investor who executes a signature page hereto, and each such Investor agrees, severally and not jointly, to purchase from the Company such number of Units set forth on such Investor’s signature pages attached hereto. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place within the time periods set forth in the Memorandum. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Subsequent Closings. The closing (each a “Subsequent Closing” and together with the Initial Closing, each a “Closing”) of the purchase of Subsequently Purchased Securities by the Buyers pursuant to a Subsequently Purchased Securities Notice shall occur by electronic transmission or other transmission as mutually acceptable to the parties. The date and time of a Subsequent Closing (each a “Subsequent Closing Date” and together with the Initial Closing Date, each a “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to such Subsequent Closing set forth in Sections 6 and 7(b) are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer); provided that in no event will any Subsequent Closing occur after the date that is one (1) year from the Initial Closing Date; provided further that the Company may not deliver the first Subsequently Purchased Securities Notice earlier than two (2) Trading Days following the Company’s public announcement of its earnings through the furnishing of a Form 8-K with the SEC for the fiscal year ended December 31, 2023. sixty (60) da ys from the Amendment No. 3 Effective Date (or such later date as the Required Holders may agree in writing (including, for the avoidance of doubt, via e-mail) in their sole discretion). Notwithstanding any thing herein to the contrary the aggregate Stated Principal Amount (as defined in the Notes) of Notes issued pursuant to this Agreement and the other Transaction Documents shall not exceed $25,000,000 (or such greater amount as the Required Holders may agree in writing (including, for the avoidance of doubt, via e-mail) in their sole discretion), plus accrued interest and fees capitalized thereto, without the consent of the Required Holders.
Subsequent Closings. After an initial closing of the offering, from time to time upon receipt by the Escrow Agent of additional Subscription Payments and written acceptance of each Subscriber by the Company the Escrow Agent shall disburse all then held Subscription Payments, with interest, to the Company in immediately available funds in accordance with the Company’s written instructions.
Subsequent Closings. The obligation of each Lender hereunder to purchase Notes at a Subsequent Closing is subject to the satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions:
Subsequent Closings. In the event the Investors do not purchase Notes representing the full Note Principal Amount at the Initial Closing, then, subject to the terms and conditions hereof, the Company may sell and issue at one (1) or more subsequent Closings (each, a “Subsequent Closing”), at such time(s) and place(s) as determined by the Company, in its sole discretion (a “Subsequent Closing Date”), up to the balance of the unissued Notes. The Company may conduct such Subsequent Closings until the earlier to occur of: (1) such time as Notes representing the full Note Principal Amount have become subscribed for, and purchased by, the Investors; or (2) October 31, 2019.
Subsequent Closings. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 11.2 hereof, and subject to the provisions of Article X, the Closing(s) of the purchase and sale of the Second Purchase Interests (the “Second Closing”), Third Purchase Interests (the “Third Closing”) and Fourth Purchase Interests (the “Fourth Closing”) (each a “Subsequent Closing” and collectively the “Subsequent Closings”) shall take place at the offices of Xxxx Xxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, on the second business day following the satisfaction or waiver, if applicable, of the conditions thereto set forth in Article X (or as soon as practicable thereafter following satisfaction or waiver of such conditions), or at such other place, time and date as the Buyer and the Sellers’ Representative may mutually agree. Buyer shall advise the Sellers’ Representative of the satisfaction or waiver, if applicable, of the conditions to the purchase and sale of the Interests set forth in Article X as soon as practicable following such satisfaction or waiver.
