Special Conditions to Subsequent Closings Only Sample Clauses

Special Conditions to Subsequent Closings Only. The obligation of the Purchasers to consummate the purchase of Series E Preferred Shares on each Subsequent Closing Date is further subject to the following conditions on such Subsequent Closing Date: (1) the Corporation has, immediately prior to the issuance of such Series E Preferred Shares on the Subsequent Closing Date, made a dividend payment in cash on all Series E Preferred Shares outstanding immediately prior to such additional share issuance, equal to the amount necessary to cause the “adjusted issue price” (determined by applying the principles of Section 1272 of the Code pursuant to, and as modified by, Section 305(c) of the Code and Treasury Regulations Section 1.305-5(b)) of each Series E Preferred Share immediately after such dividend payment to equal the Liquidation Preference and (2) all Common Stock and Common Units issued since the Initial Closing Date (other than issuances pursuant to employee and director equity compensation plans) shall have been issued at a price per share of Common Stock or Common Unit of at least $8.15.
Sample 1
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Related to Special Conditions to Subsequent Closings Only

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Additional Conditions to Closing (a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Subsequent Advances Lenders will have no obligation to fund any Advance after the initial Revolving Loan Advance unless:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Mutual Conditions to Closing The obligations of the Investor and the Company to consummate the Closing are subject to the fulfillment as of the Closing Date of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

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