Common use of Second Closing Clause in Contracts

Second Closing. (a) After the Initial Closing Date and on or before 30 November 2022 (or such other date as may be agreed between the Company and the Lead Subscriber in writing), the Company shall sell, and the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing Dates”); provided, however, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on the terms and conditions set forth in this Agreement; provided, however, that the representations and warranties of the Additional Purchasers in Section 5 hereof shall speak as of such Second Closing Date. This Agreement, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended by the Company without the consent of the Purchasers (but with the consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page hereto.

Second Closing. If the Second Closing Milestones (aas defined in Section 4.01(q)) After are met, the Initial Second Closing Date and on shall take place within thirty (30) days after the Company provides the Purchaser with written notice, accompanied by satisfactory documentation, that the Second Closing Milestones have been met; provided, however, the Second Closing shall not occur prior to March 1, 2006. Notwithstanding the foregoing, upon 30-days prior written notice to the Company, the Purchaser shall have the right, but not the obligation, to cause the Second Closing to occur at any time after the First Closing. The Second Closing shall take place at 10:00 a.m. at the offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxx 00000, or before 30 November 2022 (or at such other location, on a date and time as may be agreed upon between the Company and the Lead Subscriber Purchaser in writing), accordance with the Company shall sell, and the Purchasers named terms as set forth in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement Section 1.04 (the “Additional Purchasers”) shall purchase, Notes at a second such closing (being called the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on and such date as may be mutually agreed upon by the Company and the Lead Subscriber (time being called the “Second Closing Date” and, collectively with ”). At the Initial Closing DateSecond Closing, the “Closing Dates”); provided, however, that Company shall issue and deliver to the aggregate original principal amount of all Notes issued pursuant to this Agreement (Purchaser a certificate representing the 280,000 Series A-2 Shares. As payment in full for the avoidance of doubtSeries A-2 Shares, including the Notes issued in the Initial Closing) immediately after on the Second Closing Date the Purchaser shall not exceed Twenty Million US Dollars (US$ 20,000,000.00)pay in immediately available funds to the Company $7,000,000 by wire transfer or by such other method as may be reasonably acceptable to the Company. All such sales made at Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Purchaser by the Company. The First Closing and Second Closing, if any, shall hereinafter be referred to individually as a “Closing” and collectively as the “Closings.” For purposes of this Agreement, the First Closing Date and Second Closing Date, if any, shall be made on the terms and conditions set forth deemed a “Closing Date” as such term is used in this Agreement; provided, however, that the representations and warranties of the Additional Purchasers in Section 5 hereof shall speak as of such Second Closing Date. This Agreement, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended by the Company without the consent of the Purchasers (but with the consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page hereto.

Second Closing. (a) After Subject to the Initial Closing Date and on or before 30 November 2022 satisfaction (or such other date as may be agreed between express waiver in writing by the Company and applicable party) of the Lead Subscriber conditions set forth in writingSection 2.3 below (including the Milestone Condition), until January 30, 2024 (the “Second Closing Deadline”), the Company shall sell, notify and require the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second consummate an additional closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) of an additional aggregate amount US$350,000 of 6,306,307 Ordinary Shares equal to be held such Purchaser’s Subscription Amount (Second Closing) as set forth on the signature page hereto executed by such date Purchaser, on the same terms and conditions as may be mutually agreed upon by the First Closing (including, for the sake of clarify, the PPS), which shall occur at the offices of the Company or such other location as the parties shall mutually agree by delivering to the Purchasers an irrevocable written notice (the “Second Closing Notice”), that the Company has met the Milestone Condition; provided that the Second Closing Notice is delivered to the Purchasers no later than three (3) Business Days following the Second Closing Deadline. The date and time of the Lead Subscriber Second Closing (the “Second Closing Date” and, collectively and together with the Initial First Closing Date, the a “Closing DatesDate”); provided) shall be 10:00 a.m., howeverNew York time, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued on a Business Day identified in the Initial Closing) immediately after Second Closing Notice; provided that the Second Closing Date shall be not exceed Twenty Million US Dollars earlier than five (US$ 20,000,000.00). All such sales made at 5) Business Days following the delivery of the Second Closing Notice. Each Purchaser shall be made on deliver to the terms Company, via wire transfer, immediately available funds equal to its Subscription Amount (Second Closing) and the Company shall deliver to each Purchaser its respective Securities 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 First Closing. Upon satisfaction of the covenants and conditions set forth in this Agreement; providedSections 2.2 and 2.3, however, that the representations and warranties Second Closing shall occur at the offices of the Additional Purchasers in Section 5 hereof Company or such other location as the parties shall speak as of such Second Closing Date. This Agreement, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended by the Company without the consent of the Purchasers (but with the consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page heretomutually agree.

Second Closing. (a) After On the Initial Closing Date and on or before 30 November 2022 (or such other date as may be agreed between the Company and the Lead Subscriber in writing), the Company shall sell, and the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing Dates”); provided, however, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3.1 million in this Agreement; provided, however, that the representations and warranties principal amount of the Additional Purchasers Debentures which closing shall occur on, or as soon as reasonably practicable following, and in Section any event within 5 hereof shall speak Trading Days of, the date on which the Registration Statement registering at least 33% of the Registrable Securities (as of such defined in the Registration Rights Agreement) representing the Debentures and debentures issued pursuant to the Exchange Agreement is declared effective by the Commission (the “Second Closing”). On the Second Closing Date, each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, 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 Closing. This AgreementIn connection with the initial Registration Statement filed by the Company, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended upon receipt by the Company without of notification (oral or written, whichever occurs earlier) from the consent Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Purchasers contemporaneously with the Company’s filing with the Commission of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Purchasers (but with Registration Statement, which shall not be later than 5 Trading Days following the consent delivery date of such notice to the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page heretoPurchasers.

Second Closing. (a) After On the Initial Closing Date and on or before 30 November 2022 (or such other date as may be agreed between the Company and the Lead Subscriber in writing), the Company shall sell, and the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing Dates”); provided, however, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $594,000 in this Agreement; provided, however, that the representations and warranties Principal Amount of the Additional Purchasers Debentures (corresponding with a Subscription Amount of up to $550,000) which closing shall occur on, or as soon as reasonably practicable following, and in Section any event within 5 hereof shall speak Trading days of, the date on which the Registration Statement registering all of the Registrable Securities (as of such defined in the Registration Rights Agreement) is declared effective by the Commission (the “Second Closing”). On the Second Closing Date, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, 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 Closing. This AgreementIn connection with the initial Registration Statement filed by the Company, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended upon receipt by the Company without of notification (oral or written, whichever occurs earlier) from the consent Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Purchasers contemporaneously with the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Purchasers (but with Registration Statement, which shall not be later than 5 Trading Days following the consent delivery date of such notice to the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page heretoPurchasers.

Second Closing. (a) After On the Initial Closing Date and on or before 30 November 2022 (or such other date as may be agreed between the Company and the Lead Subscriber in writing), the Company shall sell, and the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing Dates”); provided, however, that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $9,500,000 in this Agreement; provided, however, that the representations and warranties principal amount of the Additional Purchasers Debentures which closing shall occur on, or as soon as reasonably practicable following, and in Section any event within 5 hereof shall speak Trading days of, the date on which the Registration Statement registering all of the Registrable Securities (as of such defined in the Registration Rights Agreement) is declared effective by the Commission (the “Second Closing”). On the Second Closing Date, each Purchaser shall deliver to the Deposit Control Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, 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 Closing. This AgreementIn connection with the initial Registration Statement filed by the Company, including without limitation, the Schedule of Purchasers attached to this Agreement, may be amended upon receipt by the Company without of notification (oral or written, whichever occurs earlier) from the consent Commission that such Registration Statement shall not be reviewed or shall not be subject to further review, the Company shall have promptly delivered written notice thereof to each Purchaser, which written notice (1) shall be delivered to the Purchasers contemporaneously with the Company’s filing with the Commission of a request of a request for acceleration in accordance with Rule 461 promulgated under the Securities Act and (2) shall include the proposed date of effectiveness of the Purchasers (but with Registration Statement, which shall not be later than 5 Trading Days following the consent delivery date of such notice to the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page heretoPurchasers.

Second Closing. So long as there has not been a Qualified Financing, Change in Control or Initial Public Offering (aeach as defined below) After on or before December 31, 2014, or in the event that the Notes issued in the Initial Closing Date have not previously been converted pursuant to Section 3 below, upon: (i) providing advance notice to all Purchasers; and on (ii) subject to the satisfaction or before 30 November 2022 (or such other date as may be agreed between waiver of the Company and the Lead Subscriber conditions set forth in writing)Section 6 hereof, the Company shall sellwill issue and sell to the Purchasers, severally and not jointly, and each Purchaser agrees, severally and not jointly, to purchase from the Purchasers named Company, Notes in the table such principal amounts as is set forth under the heading “Second ClosingClosing Note Amount” in on the Schedule of Purchasers attached to this Agreement (the “Additional Purchasers”) shall purchase, Notes at a second closing as Exhibit A hereto (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing Dates”); provided, however, in the event that the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after Closing will be converted pursuant to Section 3.2 or 3.3 and the Second Closing Date has not yet occurred, the Company shall not exceed Twenty Million US Dollars provide each Purchaser with twenty (US$ 20,000,000.00)20) days notice prior to the consummation of the Change of Control or Initial Public Offering, as applicable. All The Second Closing shall be held at Xxxxx Lovells at a time and date specified by the Company or at such sales made other time and place as the Company and the Purchasers having agreed to purchase a majority of the principal amount of the Notes at the Second Closing mutually agree upon, orally or in writing; provided, that in the event the Company has provided the Purchasers with notice of the consummation of a Change of Control or Initial Public Offering, as applicable, the Second Closing shall occur no later than ten (10) days prior to the consummation of the Change of Control or Initial Public Offering, as applicable. The Initial Closing and the Second Closing are each referred to herein as a “Closing.” Any sale of Notes at a Closing shall be made on upon the same terms and conditions set forth in this Agreementas those contained herein; providedand such persons or entities, however, that the representations and warranties by delivery of the Additional Purchasers in Section 5 hereof appropriate executed signature pages, shall speak as of such Second Closing Date. This Agreement, including without limitation, the Schedule of Purchasers attached become parties to this Agreement, may be amended by Agreement and shall have the Company without the consent of the Purchasers (but with the consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers rights and obligations of a counterpart signature page heretoPurchaser hereunder.

Second Closing. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, up to an aggregate of $364,000 in Principal Amount of the Debentures (a) After corresponding to an aggregate Second Closing Subscription Amount of up to $325,000). At the Initial Second Closing, each Purchaser shall deliver to the Control Account Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Second Closing Date Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and on or before 30 November 2022 (or such other date the Company shall deliver to each Purchaser its respective Debenture and a Warrant, as may be agreed between determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the Lead Subscriber other items set forth in writing)Section 2.2 deliverable at the Second Closing. Subject to the terms and conditions herein, on or about July 31, 2014, the Company shall sell, and deliver written notice to each Purchaser of the Purchasers named in the table under the heading “Second Closing” in the Schedule of Purchasers attached to this Agreement Closing (the “Additional Purchasers”) shall purchase, Notes at a second closing (the “Second Closing” and, together with the Initial Closing, each, a “Closing”) to be held on such date as may be mutually agreed upon by the Company and the Lead Subscriber (the “Second Closing Date” and, collectively with the Initial Closing Date, the “Closing DatesNotice”); provided, however, that . Upon satisfaction of the aggregate original principal amount of all Notes issued pursuant to this Agreement (for the avoidance of doubt, including the Notes issued in the Initial Closing) immediately after the Second Closing Date shall not exceed Twenty Million US Dollars (US$ 20,000,000.00). All such sales made at the Second Closing shall be made on the terms covenants and conditions set forth in this Agreement; providedSections 2.2 and 2.3 for the Second Closing, however, that the representations and warranties Second Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree within three (3) Trading Days from the date of the Additional Purchasers in Section 5 hereof shall speak as of such Second Closing DateNotice. This AgreementNotwithstanding the foregoing, including without limitationat the sole option of the Purchasers, the Schedule of Purchasers attached to this Agreement, Second Closing may be amended occur at any time after the First Closing Date and within 15 Trading Day notice by the Purchasers to the Company without of their intent to conduct the Second Closing, irrespective of the Company meeting the requirements of the Second Closing Corporate Milestone, provided that in no event shall the Second Closing occur (i) later than August 31, 2014 or (iii) on or after the date, if any, on which all of the then outstanding Debentures are prepaid in full in accordance with the Debentures or otherwise with the written consent of the Purchasers Required Holders (but with as defined in the Debenture), in each case without the prior written consent of the Lead Subscriber) strictly for the purpose of including any Additional Purchasers to accede as a party to this Agreement, such accession to take effect upon the execution by such Additional Purchasers of a counterpart signature page heretoCompany.