Initial Loan Closing Sample Clauses

Initial Loan Closing. Simultaneously with the execution and delivery of this Loan Agreement, Borrower shall borrow the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000) from Lender (the "Initial Draw"), and Lender shall lend the Initial Draw amount to Borrower. The Initial Draw loan shall be evidenced by the ten percent (10%) Senior Note in the maximum principal amount of One Million Dollars ($1,000,000) in the form attached hereto and incorporated herein as Exhibit A (the "Senior Note"), which Senior Note shall be duly executed and delivered by Borrower simultaneously with the execution and delivery of this Loan Agreement. Conditions precedent to Lender's obligation to make the loan in the amount of the Initial Draw shall include: (a) the employment agreements of Xxxxx X. XxXxxxxx ("McDonald") and Xxxxxx X. Xxx III ("Xxx") (the "Management Agreements") shall have expired, the previously authorized but unsigned successor agreements to the Management Agreements with McDonald and Xxx have been rescinded (the "Successor Unsigned Agreements") and Borrower shall not have any further obligation under the Management Agreements or the Successor Unsigned Agreements; (b) that the holders of Borrower's Class B Convertible Preferred Stock shall have unanimously consented to the exchange of their shares of Class B Convertible Preferred Stock for shares of newly issued Class B-1 Convertible Preferred Stock; (c) that the Warrant exercisable through 5:00 p.m., E.D.S.T. on June 30, 1998 in the form attached hereto and incorporated herein as Exhibit B (the "Warrant") shall have been executed and delivered by Borrower; and (d) the Board of Directors of the Borrower shall have approved the transaction contemplated by the Anticipated Permanent Financing pursuant to which Lender shall become an "interested stockholder" of the Borrower, thereby making Section 203 of the Delaware General Corporation Law inapplicable to subsequent business combinations involving Lender (or any affiliates of Lender) and the Borrower.
Sample 1
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Initial Loan Closing. The initial Loan shall be in the amount of $2,000,000 (the “Initial Loan”). The closing of the Initial Loan (the “Initial Loan Closing”) shall be held on the date hereof at the offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m. Eastern Time, subject to the satisfaction or waiver of the conditions to the Initial Closing set forth in Section 6.1(c) and (e) and Sections 6.2(a), (b), (d), (f), (g) and (i) (other than those conditions that by their terms are to be satisfied by actions taken at the Initial Closing) and the Pledged Oceanica Shares being owned by BahamasCo free and clear of all Liens other than: (i) the Monaco Option and the Monaco Pledge, to the extent enforceable, and (ii) the Oceanica Call (and for the avoidance of doubt the Mako Option Termination shall have occurred); provided, that for purposes of determining the satisfaction of such conditions all references to the “Initial Closing” or the “Initial Closing Date” shall be deemed to be references to the “Initial Loan Closing” or the “Initial Loan Closing Date” as applicable; provided further, that the Initial Loan Closing may occur on such other date or at such other time and place as the Company and Lender may mutually agree in writing in their sole discretion. The date on which the Initial Loan Closing actually occurs is referred to as the “Initial Loan Closing Date.”
Sample 1
Initial Loan Closing. The initial closing (the “Initial Loan Closing”) of the sale by the Company of Notes and the purchase by the Purchasers of Notes shall occur on the Effective Date, at which time each Purchaser shall purchase from the Company a Committed Note in the original principal amount of its Pro Rata Portion of $333,333.34 (for an aggregate amount from all Purchasers of $333,333.34), which Initial Loan Closing shall be held via the remote exchange of documents on the date hereof.
Sample 1
Initial Loan Closing. The initial closing (the "Initial Loan Closing") of the sale by the Company of Notes and Warrants and the purchase by the Purchasers of Notes and Warrants shall occur on the date hereof, at which time each Purchaser shall purchase a Note in the aggregate principal amount set forth opposite its name on the Schedule of Purchasers and a Warrant exercisable for shares of Common Stock as described in Section 2.1(b). The Initial Loan Closing shall be held remotely via the exchange of documents and signatures.
Sample 1

Related to Initial Loan Closing

  • Initial Loan The obligation of the Lender to make its initial Loan hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Loan, of the condition precedent that the Lender shall have received all of the following items, each of which shall be satisfactory to the Lender and its counsel in form and substance:

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • 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.

  • Initial Loans 36 7.2 Initial and Subsequent Loans.................................................................39

  • 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.

  • 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.

  • 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:

  • First Closing The First Closing shall have occurred.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Facility Closings Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Law Department, or at such other place as Prudential may have directed, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the Company’s account specified in the Request for Purchase of such Notes. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this paragraph 2A(7), or any of the conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M., New York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with paragraph 2A(8)(iii) or (ii) such closing is to be canceled. In the event that the Company shall fail to give such notice referred to in the preceding sentence, Prudential (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise consented in writing.

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