Second Tranche Closing. On the Second Tranche Closing Date, provided that the Equity Conditions shall be satisfied as of such date, and subject to the mutual consent of the Company and the Investor, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of $1,500,000 of Principal Amount of the Second Tranche Note and Warrants. The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to the Investor’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the Second Tranche Note and a Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur at the offices of Nxxxx Xxxxxx, at such other location as the parties shall mutually agree, or shall take place remotely by electronic transfer of applicable Transaction Documents. The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.
Second Tranche Closing. At the Second Tranche Closing, the Buyer shall deliver the Second Tranche Purchase Price to the Company via wire transfer or ACH payment to an account as designated by the Company. At the Second Tranche Closing, in accordance with the instructions of the Buyer, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to (i) issue and deliver to the Buyer, within two (2) Business Days after the Second Tranche Closing, a DRS Statement reflecting the Second Tranche Purchase Shares purchased by the Buyer at the Second Tranche Closing, which DRS Statement shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer or (ii) credit the Buyer’s or its designee’s account at DTC through its Deposit/Withdrawal at Custodian (DWAC) system, within two (2) Business Days after the Second Tranche Closing, with a number of shares of Common Stock equal to the number of Second Tranche Purchase Shares to be purchased by the Buyer at the Second Tranche Closing, which shall not bear any restrictive or other legends and shall be freely tradable and transferable and without restriction on transfer. The First Tranche Closing and the Second Tranche Closing are each sometimes referred to in this Agreement as a “Closing” and together sometimes referred to in this Agreement as the “Closings.”
Second Tranche Closing. The payment of the Second Tranche Purchase Price for, against delivery of, the Second Tranche Purchase Shares as contemplated by Sections 2.01(b) and 2.03(b) hereof, together with the delivery and exchange of all other documents, instruments and writings required to be delivered by the Parties in connection therewith as provided in Section 2.06 hereof (the “Second Tranche Closing”), shall take place on the second (2nd) Business Day immediately following the effective date of the Initial Registration Statement (as defined in the Registration Rights Agreement) filed by the Company pursuant to the Registration Rights Agreement (the date on which the Second Tranche Closing occurs, the “Second Tranche Closing Date”), provided that each of the conditions precedent to the Second Tranche Closing set forth in Section 2.06 below have been satisfied at or prior to the Second Tranche Closing as provided in Section 2.06. The First Tranche Closing Date and the Second Tranche Closing Date are each sometimes referred to in this Agreement as a “Closing Date.”
Second Tranche Closing. The closing of the Second Tranche pursuant to (a) Section 1.3(a) will take place on the earlier of (i) fifteen (15) business days from the date the Second Tranche Notice is delivered by the Company to the Purchasers as set forth in Section 1.3(a) or (ii) at such time as the Company and a majority of the Purchasers, based on the total number of shares of Series D Preferred Stock held by the Purchasers as of the date of the Second Tranche Notice, shall mutually agree and (b) Section 1.3(b) will take place at such time as the Company and a majority of the Purchasers participating therein, based on the total number of shares of Series D Preferred Stock held by the Purchasers as of the date of the Election Notice, shall mutually agree (each, a “Second Tranche Closing Date”). The First Tranche Closing and the Second Tranche Closing shall each be referred to herein as a “Closing,” and the date of any Closing is referred to herein as a “Closing Date”. Any Second Tranche Closing shall be subject to the terms and conditions set forth in this Agreement and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the schedules attached hereto) shall be true and correct in all material respects (except for those representations or warranties qualified by materiality, which shall be true and correct in all respects) on and as of any Second Tranche Closing Date or as of such other dates as are referenced in such representations or warranties, and shall be deemed modified by any updates to the Disclosure Schedules delivered to the Purchasers at the Second Tranche Closing; provided that the Company shall deliver such updated Disclosure Schedules to the Purchasers no later than 5 business days before the Second Tranche Closing Date, and (ii) the representations and warranties of the Purchasers in Section 4 hereof shall be true and correct on and as of any Second Tranche Closing Date.
Second Tranche Closing. In accordance with the terms and subject to the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.06 of this Agreement, at the Second Tranche Closing (as defined herein), the Company shall sell, issue, convey and irrevocably deliver to Buyer, and Buyer shall purchase accept and acquire from the Company One Hundred Eighty Thousand (180,000) Shares, subject to adjustment as provided in this Agreement (the “Second Tranche Purchase Shares”), free and clear of all Liens, fully paid and non-assessable.
Second Tranche Closing. During the period beginning on the three-month anniversary of the Effective Date and ending on the one-year anniversary thereof, the Company shall have the right, but not the obligation, to direct Purchaser, by its delivery to Purchaser of a Second Tranche Notice (as defined below), to purchase the Second Tranche Shares (as defined below) pursuant to this Section 1.3, and Purchaser thereupon shall have the obligation to purchase the Second Tranche Shares, subject to the conditions set forth in this Agreement, provided that the Collaboration Agreement has not been suspended or terminated in accordance with Section 15.7(d) of the Collaboration Agreement. A “Second Tranche Notice” shall mean an irrevocable written notice specifying a closing date for the purchase of the Second Tranche Shares pursuant to this Section 1.3 (the “Second Tranche Closing”), which notice shall be delivered no less than ten (10) Trading Days prior to the date of the Second Tranche Closing. At the Second Tranche Closing, the Company shall instruct the Transfer Agent to register the Second Tranche Shares (as defined below) via book entry against delivery to the Company by Purchaser at or before the Second Tranche Closing of Twenty Five Million Dollars ($25,000,000) (the “Second Tranche Consideration”), payable in immediately available funds by wire transfer to an account or accounts designated by the Company. The “Second Tranche Shares” shall mean that number of shares of Common Stock equal to Twenty Five Million Dollars ($25,000,000) divided by the Bloomberg volume- weighted average price for a share of Common Stock on the NASDAQ Global Select Market for the 30 Trading Day period ending on the last Trading Day prior to the Second Tranche Notice, rounded to the nearest whole share.
Second Tranche Closing. (i) The closing of the purchase and sale of the Second Tranche Shares pursuant to Section 1.1(c) hereof shall take place remotely via the exchange of documents and signatures on either the date specified in the Second Tranche Closing Notice delivered pursuant to Section 1.1(c)(ii) hereof, which date specified must be consistent with the applicable requirements of Section 1.1(c)(iii), or on such other date as the Company and those Purchasers that hold at least sixty five percent (65%) of the Initial Tranche Shares then outstanding mutually agree (the “Second Tranche Closing”).
Second Tranche Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6A below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company 2.5 Units at the second tranche closing (the “Second Tranche Closing”). The Second Tranche Closing shall occur at 10:00 a.m., New York City time, on November 1, 2010 (or such other date and time as is mutually agreed to by the Company and the Buyer) at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The date on which the Second Tranche Closing is actually held is referred to herein as the “Second Tranche Closing Date.”
Second Tranche Closing. The completion of the purchase and sale of the Second Tranche Shares (the “Second Tranche Closing” and, together with the First Tranche Closing, the “Closings”) shall occur at the offices of Morgan, Lxxxx & Xxxxxxx XXX, Xxxxxxxxxxxx, XX 00000, xx xxx second business day following the satisfaction or waiver of the conditions to the Second Tranche Closing set forth in Section 4(a) and Section 4(b), or on such later date or at such different location as the parties hereto shall agree in writing (the “Second Tranche Closing Date” and, together with the First Tranche Closing Date, the “Closing Dates”).
Second Tranche Closing. Subject to the satisfaction of the terms and conditions set forth herein including compliance with the Equity Conditions on that date and subject to the mutual agreement of the Company and each Purchaser, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,666,666.67 of Principal Amount of Notes and Kicker Shares. If the Second Tranche Closing is to occur, each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as to the Second Tranche Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Note and Kicker Shares, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Second Tranche Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, but only to the extent the Company shall also previously complied with all Transaction Documents prior to and as of the Second Tranche Closing Date, the Second Tranche Closing shall occur electronically via email.
