At the Initial Closing Sample Clauses

At the Initial Closing. (A) The Investor and the Company shall each execute and deliver to the other or cause their respective Affiliates to execute and deliver (or in the case of (6) below, cause their counsel to execute and deliver):
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At the Initial Closing. (i) Sellers shall cause their respective subsidiaries to sell, convey, transfer, deliver and assign to Purchaser, free and clear of any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, or encumbrance of any nature whatsoever ("Liens"), other than Liens securing the indebtedness to be assumed by Purchaser pursuant to Section 1.1(b)(ii), and Purchaser shall purchase, acquire and accept from Sellers' subsidiaries, the Existing License and the Acquisition Licenses, if any, then held by Sellers..
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At the Initial Closing. (i) as consideration for the Acquired Assets, PC Buyer shall deliver or cause to be delivered the Buyer Parent Shares in accordance with Section 1.1(a);
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At the Initial Closing. (i) Buyer shall (A) pay to each of the Sellers set forth on the SCHEDULE OF SELLERS attached hereto under the heading "Initial Closing" cash in an aggregate amount equal to (1) Gross Proceeds of the Estimated Purchase Price set forth opposite his, her or its name on the SCHEDULE OF SELLERS, LESS (2) the escrow amount set forth opposite his, her or its name on the SCHEDULE OF SELLERS and LESS (3) the rollover amount set forth opposite his, her or its name on the SCHEDULE OF SELLERS, by wire transfer of immediately available funds to the account designated in advance in writing by the Sellers at the Initial Closing and (B) deliver to each of the Principal Stockholders and Xxxxx Xxxx the number of shares of Buyer's Series B Preferred Stock and Common Stock set forth opposite such Seller's name on the SCHEDULE OF SELLERS, which shares shall be subject to the terms and conditions of the Executive Purchase Agreement by and between the Buyer and each such Seller in exchange for the number of shares of the Company's common stock set forth opposite each person's name on the SCHEDULE OF SELLERS, in exchange for the number of shares of the Company's common stock sold as set forth opposite his, her or its name on the SCHEDULE OF SELLERS;
Sample 1
At the Initial Closing. (i) Each Buyer shall deliver to the Sellers cash in an amount equal to the Initial Purchase Price multiplied by the number of Initial Closing Shares purchased by such Buyer, in immediately available funds by wire transfer to an account designated by the Sellers, by notice to such Buyer, which notice shall be delivered not later than two (2) Business Days prior to the Initial Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); and
Sample 1
At the Initial Closing. (a) the Company will deliver to the Lender (i) the Initial Note dated as of the Initial Closing Date, in the principal amount of One Million Dollars ($1,000,000), and (ii) the Warrants, each dated as of the Initial Closing Date, and (b) the Lender will deliver payment to the Company, by wire transfer, of One Million Dollars ($1,000,000).
Sample 1

Related to At the Initial Closing

  • The Initial Closing Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:

  • At the Closing (a) Seller will deliver to Buyer:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • First Closing The First Closing shall have occurred.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Deliveries at the Closing At the Closing:

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

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