Additional Closing. To the extent that, upon the First Tranche Closing, the First Tranche Financing Amount is less than the Financing Amount, then the Company shall be permitted, at any time during the sixty (60) day period following the First Tranche Closing, to offer and sell 2015 Notes equal to the Remaining Financing Amount pursuant to this Agreement to purchasers that the Company and Requisite Lenders mutually agree upon (each such holder, an “Additional Lender” and collectively, the “Additional Lenders”). The closings of such sales shall be referred to herein as the “Additional Closings” and shall occur on a date determined by the Company and each Additional Lender, provided such date is prior to the end of the sixty (60) day period after the First Tranche Closing. All sales made at the Additional Closings (a) shall be made on the terms and conditions set forth in this Agreement, (b) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the First Tranche Closing and (c) the representations and warranties of the Additional Lenders in Section 5 hereof shall speak as of the Additional Closing. The Schedule of Lenders may be amended by the Company without the consent of the Lenders to include any Additional Lenders in the Additional Closings upon the execution by such Additional Lender of a counterpart signature page hereto and of the other agreements and documents contemplated herein. The Additional Closings shall also take place at the offices of Xxxxxx & Xxxxxxx LLP or at such other place and at such time as the Company and each Additional Lender may agree in writing. Any notes sold pursuant to this Section 2.2 shall be deemed to be “2015 Notes”, for all purposes under this Agreement and any Additional Lenders thereof shall be deemed to be “Lenders” for all purposes under this Agreement.
Additional Closing. The obligation of the Company hereunder to issue and sell the Additional Notes and the related Additional Warrants to each Buyer at an Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer shall have delivered or reserved for payment and agree to deposit the Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) to such Buyer's or Buyer Group's Deposit Account, if any, for the Additional Notes and the related Additional Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions set forth in such Buyer's or Buyer Group's Deposit Agreement, such Additional Purchase Price to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreement.
(ii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which are accurate in all respects) as of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to such Additional Closing Date.
Additional Closing. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions:
(a) The Company and each Guarantor shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer.
(b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date.
(c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents.
(e) The Company and each Guarantor shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.
Additional Closing. On each Additional Closing Date, (i) each Buyer shall pay its respective applicable Additional Purchase Price for such Additional Closing (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(j)) to the Company for the Additional Notes to be issued and sold to such Buyer at such Additional Closing, by wire transfer of immediately available funds in accordance with the applicable Additional Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer an Additional Note in the aggregate original principal amount as is set forth in the applicable Additional Closing Notice to be issued to such Buyer, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
Additional Closing. Subject to the Buyers’ consent and the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the Additional Closing Conditions, at any time after the Initial Closing Date, the Company may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company has satisfied the Additional Closing Volume Condition (as defined below), the Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the Buyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $80,000,000 in the aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), (C) setting forth the proposed Additional Closing Date (which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Closing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Ad...
Additional Closing. On each Additional Closing Date, (i) each Buyer shall deliver or reserve for payment and agree to deposit its applicable Additional Purchase Price (less any amounts withheld pursuant to Section 4(g)) (the "Applicable Additional Deposit Amount") to such Buyer's or Buyer Group's Deposit Account, if any, by wire transfer of immediately available funds in accordance with the wire instructions set forth in Buyer's or Buyer Group's Deposit Agreement, such Applicable Additional Deposit Amount to be held and released by the Depositary in accordance with and pursuant to the terms and conditions of such Deposit Agreement, in each case, for the Additional Notes and the Additional Warrants to be issued and sold to such Buyer at such Additional Closing and (ii) the Company shall deliver to each Buyer such Additional Notes (allocated in the principal amounts as such Buyer shall request) which such Buyer is then purchasing hereunder along with such Additional Warrants (allocated in the amounts as such Buyer shall request) which such Buyer is purchasing hereunder, in each case duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
Additional Closing. After the Closing Date and on or prior ------------------ to March 15, 1996 the Company may hold one or more additional closings (each an "Additional Closing"; and collectively the "Additional Closings") at which the Company may issue and sell up to the number of Preferred Shares equal to the difference between 19,964,286 and the aggregate number of Preferred Shares previously sold on the Closing Date and, as applicable, on the date of any prior Additional Closing. The sale of Preferred Shares pursuant to this Section 1.03 shall be on the same terms and conditions (including price) as the sale of the Preferred Shares pursuant to Section 1.02 hereof and shall be effected by the execution by any investor of a counterpart signature page to this Agreement. Upon such execution: (i) each such investor shall be deemed to be a Purchaser for all purposes of this Agreement and Schedule I shall be amended to include such Purchaser; and (ii) each such ---------- Additional Closing shall be deemed to be a Closing hereunder and the date of each such Additional Closing shall be a "Closing Date" hereunder. If necessary, the Company will provide an updated Disclosure Schedule to Purchasers purchasing in any Additional Closing.
Additional Closing. (a) The Additional Closing shall take place at the offices of the Company, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 at 10:00 a.m., Los Angeles time, as soon as practicable, or at such other time and place as the parties may agree but not later than on the tenth Business Day, following the execution of Amendment No. 3 to Stock Purchase Agreement, or (the date on which the Additional Closing occurs, the "Additional Closing Date").
(b) At the Additional Closing, (i) the Company will deliver to the Purchaser certificates representing the Additional Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.3.1 hereof (registered in the name or names and in the denominations designated by Purchaser at least two Business Days prior to the Additional Closing Date), (ii) the Purchaser, in full payment for the Additional Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.3.1 hereof, will deliver to the Company an amount per share equal to the Additional Purchase Price, in immediately available funds by wire transfer to the account specified by the Company to Purchaser, at least two Business Days prior to the Additional Closing Date, or by such other means as may be agreed upon by the parties hereto, and (iii) the Company will issue the Additional Warrant to a designee of the Purchaser."
(b) Section 2.4 is deleted in its entirety and replaced by the following:
Additional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Section 6(b) and 7(b) below, if a Buyer has delivered an Additional Closing Notice (as defined below) to the Company, the Company shall issue and sell to such Buyer, and such Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company, on the applicable Additional Closing Date (as defined below), an Additional Note in the original principal amount as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (each, an “Additional Closing”).
Additional Closing. Upon the terms, and subject to the conditions, of this Agreement, the Company shall issue and sell to the Investor, and the Investor shall purchase the Additional Investor Subscription Shares from the Company, for the Additional Investor Purchase Price. In consideration for and subject to the Investor’s purchase of the Additional Investor Subscription Shares in accordance with the terms and conditions of this Agreement, the Company shall pay an equity placement fee to the Investor by way of the issuance of the Additional Investor Equity Placement Fee Shares to the Investor upon Additional Closing.
