Optional Closing Sample Clauses

Optional Closing. If, at any time prior to July 1, 2005, the Purchaser shall deliver notice to the Company of its election to purchase an Additional Note, then there shall be an additional closing (the "Optional Closing"), at which Optional Closing the Company shall issue and sell, and the Purchaser shall purchase, an Additional Note, which shall be in principal amount of not more than $1,500,000 (the "Additional Principal Amount") and substantially in the form of Exhibit A attached hereto, against payment by the Purchaser of the Additional Principal Amount.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Optional Closing. The provisions set forth in this Section 7(c) shall only apply if (1) the Reverse Stock Split Approval is not received prior to April 30, 2004 and (2) neither the Bid Cure nor the Alternate Listing is achieved prior to June 4, 2004.
Sample 1
Optional Closing i. At the Optional Closing (which, for the avoidance of doubt, shall occur on the Optional Closing Date), upon the terms set forth herein, the Company hereby agrees to issue and sell to each Fully Participating Major Purchaser, and each Fully Participating Major Purchaser shall have the right, but not the obligation, to purchase from the Company up to such Fully Participating Major Purchaser’s pro rata share of the Optional Closing Common Shares (such number of shares for each Fully Participating Major Purchaser, the “Optional Closing Pro Rata Amount”), at a purchase price per share equal to the Second Closing Purchase Price (any such Fully Participating Major Purchaser that elects to purchase its Optional Closing Pro Rata Amount being referred to herein as an “Optional Closing Participant”); provided, however, that, at the election of any Fully Participating Major Purchaser, such Fully Participating Major Purchaser may alternatively purchase from the Company one share of Series X Preferred Stock at a purchase price per share equal to the Second Closing Preferred Purchase Price for any 10 shares of Common Stock such Fully Participating Major Purchaser is otherwise able to elect to purchase from the Company pursuant to this Section 2.5(i) (such shares being referred to as such Fully Participating Major Purchaser’s “Optional Closing Preferred Shares”). The Company shall provide each Fully Participating Major Purchaser written notice of such Fully Participating Major Purchaser’s Optional Closing Pro Rata Amount as promptly as possible following the Second Closing, and such Fully Participating Major Purchaser shall notify the Company as promptly as possible following receipt of such written notice of such Fully Participating Major Purchaser’s election to purchase any Optional Closing Preferred Shares, if any. For purposes of this section, each Fully Participating Major Purchaser’s Optional Closing Pro Rata Amount shall be equal to the product of, rounded down to the nearest whole share, (i) the aggregate number of Optional Closing Common Shares multiplied by the quotient of (ii) (A) the total number of shares of Common Stock and Series X Preferred Stock (on an as converted basis) previously purchased by such Fully Participating Major Purchaser at the Second Closing, divided by (B) the total number of shares of Common Stock and Series X Preferred Stock (on an as converted basis) previously purchased by all Fully Participating Major Purchasers at the Second Clos...
Sample 1
Optional Closing. Upon the mutual written agreement of the Company and Aljomaih Automotive Company (“Aljomaih”) on or before November 30, 2022, the Company shall sell and issue one or more Notes, and the applicable participating Investor shall purchase one or more Notes, at a subsequent closing (the “Optional Closing”) with an aggregate principal amount of up to an additional $20,000,000. Any such sale and issuance of Notes in the Optional Closing shall be on the terms and conditions to be discussed in good faith between the Company and Aljomaih.
Sample 1
Optional Closing. No earlier than 75 days and no later than 180 days after the date on which the Registration Statement has been declared effective by the Commission, the Company shall have the right to deliver a written notice to the Purchasers (a "Optional Closing Financing Notice") requiring the Purchasers to purchase up to an additional $400,000 aggregate principal amount of Debentures and Warrants to purchase an additional 40,000 shares of Common Stock for an aggregate purchase price of $400,000 (the "Optional Securities"). Such Optional Closing Financing Notice shall set forth the number of Optional Securities that the Company intends to sell to the Purchasers. The closing of the purchase and sale of the Optional Securities is hereinafter referred to as the "Optional Closing," the date of the Optional Closing is hereinafter referred to as the "Optional Closing Date" and the purchase price paid for the Optional Securities is hereinafter referred to as the "Optional Purchase Price."
Sample 1
Optional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, any Buyer (which, for the avoidance of doubt, may be an Affiliated Buyer, to the extent such right is validly assigned in accordance with Section 9(g)) may elect to purchase, and the Company shall agree to issue and sell to the participating Buyers, on the Optional Closing Date (as defined below) a number of Optional Series B Preferred Shares (allocated among the Buyers at the Buyers’ sole discretion) not to exceed the lesser of (x) 50,000 Series B Preferred Shares (in the aggregate among all participating Buyers) and (y) the difference between the Maximum Share Amount and the Purchased Shares acquired by all Buyers immediately prior to the consummation of the purchase contemplated by this Section 1(a)(ii) (the closing of the transactions described in this Section 1(a)(ii), the “Optional Closing” and together with the Initial Closing, each a “Closing”). Promptly upon determination by the Buyers of the allocation of the number of Optional Series B Preferred Shares to be purchased by each Buyer at the Optional Closing, but in any event not later than March 27, 2019, the Buyers shall deliver to the Company a written notice (the “Optional Closing Notice”) indicating the Optional Closing Date and the number of Optional Series B Preferred Shares, if any, each Buyer has, subject to satisfaction of the conditions to the consummation of the Optional Closing set forth in Sections 6 and 7, irrevocably elected to purchase at the Optional Closing. As used in this Agreement, “Maximum Share Amount” means the number of Series B Preferred Shares that would, upon conversion (without regard to any limitation on such conversion set forth in Section 6(e)(i) or Section 6(e)(ii) of the Certificate of Designation) at the Conversion Price (as defined in the Certificate of Designation), yield a number of shares of Common Stock equal to the Exchange Cap (as defined in the Certificate of Designation).
Sample 1
Optional Closing. If the Company chooses to make the Optional Offering, and if the Investors choose to purchase the ADSs under the Optional Offering (though it has not obligation to do so), the closing of such additional 333,334 ADSs (the “Optional Purchased ADSs”) for $1,000,000.00 (the “Optional Purchase Price”) will occur within fourteen days from the date that the Registration Statement (defined below) is declared effective by the SEC (“Optional Closing”).
Sample 1
AutoNDA by SimpleDocs

Related to Optional Closing

  • 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.

  • 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.

  • 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 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 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 Borrower and registered in the name of such Lender or its designee.

  • 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.

  • 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.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.