Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (or such other date and time as is mutually agreed to by the Buyers and the Company). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.), Securities Purchase Agreement (Net Element, Inc.)
Additional Closing Date. Subject to the satisfaction (or waiver) The date and time of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 Additional Closing (the "Additional Closing Deadline")Date" and, each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) below as provided therein, provided that, unless waived by such Buyer at any time in its sole discretion, no Buyer shall be obligated to close earlier than the tenth (10th) Trading Day after the date on which both (1) the Stockholder Approval (as defined below) has been obtained and (2) one or more Registration Statements (as defined in the Registration Rights Agreement) covering all of the Registrable Securities (as defined in the Registration Rights Agreement) pursuant the Registration Rights Agreement has been declared effective by the SEC. The Company shall deliver a written notice (the "Company Additional Closing Notice"), providing whether the Company has satisfied the conditions to an Additional Closing set forth in Section 7(b). If the Company has not satisfied one or more conditions to the Additional Closing set forth in Section 7(b), the Company shall not be entitled to require the Buyers to purchase Additional Notes at such Additional Closing and no Buyer shall be required to purchase Additional Notes unless the Company)conditions to the Additional Closing set forth in Section 7(b) have been satisfied (or waived) prior to December 1, 2015, but each Buyer may elect, in such Buyer's sole and absolute discretion, by written notice to the Company (a "Buyer Additional Closing Notice") to waive any such condition or conditions, and may elect to purchase the Additional Notes as set forth opposite such Buyer's name in column (3)(b) of the Schedule of Buyers. The location of such the Additional Closing shall be at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. As used herein "Trading Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00 p.m., New York Time).
Appears in 1 contract
Additional Closing Date. Subject The Company is required to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer the “Additional Closing Notice"”) certifying that the Shareholder Approval (as defined below) is effective. The Additional Closing Notice must be delivered to each Buyer by the earlier to occur of (the “Additional Closing Notice Deadline”) (unless the Additional Closing Notice Deadline is waived by the Buyers) (x) five (5) Business Days after the Securities and Exchange Commission (the “SEC”) indicates it has no comments or no further review to the Company setting forth information or proxy statement (the “SEC Statement”) filed in connection with the Shareholder Approval (as defined below) (the “SEC Indication of Completion of Review”), and (y) (i) in the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from event the CompanySEC does not review the SEC Statements, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers April 5, 2006 and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (eachotherwise July 20, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline2006. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable the closing (the “Additional Closing (each, an "Additional Closing Date"Closing”, and together with all the Initial Closing, the “Closing”) of the purchase of the Preferred Shares (the “Additional Closing Dates Date”, and together with the Initial Closing Date, each a "the “Closing Date"”) shall be 10:00 a.m., New York City timeTime, on the date specified in earlier of (the applicable Buyer “Additional Closing Notice Deadline”) (or such other date and time as is mutually agreed to by the Buyers Company and each Buyer) (x) the Company)later of (A) the fifth (5th) Business Day after the date that the Additional Closing Notice has been delivered to each Buyer and (B) in the event that there has been no previous mailing of the applicable SEC Statement or the applicable rules and regulations of the SEC requires an additional mailing of the applicable SEC Statement, a date indicated in the Additional Closing Notice which may be up to twenty-two calendar days after the SEC Indication of Completion of Review and (y) (I) in the event the SEC does not review the SEC Statements, April 15, 2006 and (II) otherwise July 31, 2006. The location of such Additional Closing shall be occur at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The Additional Closing Notice shall be irrevocable and must be delivered to each Buyer. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the Buyers to purchase the Preferred Shares unless the requirements of Section 7(b) below are satisfied or waived by each Buyer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Devcon International Corp)
Additional Closing Date. Subject to If, after the satisfaction (Initial Closing Date and on or waiver) before the Termination Date, proceeds are received for additional sales of Shares, and if the conditions set forth in Sections 6(b) and 7(b) belowherein have been satisfied or waived, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers you and the Company shall within one determine the date (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date"), time and together place at which each additional closing of the sale of Shares shall occur and provide the Escrow Agent with all at least two business days advance notice of each Additional Closing Date (the Initial Closing Date and each Additional Closing Dates and the Initial Closing Date, are herein referred to each as a "Closing Date"). On each Additional Closing Date the Escrow Agent will notify you and the Company of: (i) shall the amount received for subscriptions for Shares that was on deposit in the Escrow Account for at least three business days prior to the Additional Closing Date (the "Additional Subscription Proceeds"), (ii) any volume discounts applicable to those Additional Subscription Proceeds, (iii) the amount of accrued interest on the Additional Subscription Proceeds, and (iv) any then unpaid escrow fees and expenses. On each Additional Closing Date, the Escrow Agent shall: (x) deliver to you by wire transfer in immediately available funds, as payment of the amounts owed to you pursuant to Sections 27.(a) and (b), an amount equal to ten and one half percent (10.5%) of the Additional Subscription Proceeds grossed up for any applicable volume discounts, minus any volume discounts applicable to those Additional Subscription Proceeds; and (y) deliver to the Company by wire transfer in immediately available funds an amount equal to the balance of the Additional Subscription Proceeds minus any then unpaid escrow fees and expenses. The Escrow Agent will be 10:00 a.m., New York City timedirected to distribute the aggregate accrued interest on the funds held in the Escrow Account to the purchasers of the Shares, on a pro rata basis, calculated based on the date specified number of days each purchaser's cleared funds are held in escrow, without reduction for any fees and reimbursements to be paid to the Escrow Agent and subject to the applicable Buyer Additional Closing Notice withholding provisions of the Internal Revenue Code. You will, upon your receipt from the Escrow Agent of funds pursuant to this Section 2.6, deliver (or such other date and time as is mutually agreed cause to be delivered) to the Selected Dealers, by wire transfer in immediately available funds, an amount equal to the Buyers and the Company). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000selling commissions payable to them.
Appears in 1 contract
Samples: United Mortgage Trust
Additional Closing Date. Subject (i) The date and time of the Additional Closings (each, an “Additional Closing Date,” and together with the Initial Closing Date, each a “Closing Date” and collectively, the “Closing Dates”) shall be 8:00 a.m., New York City Time, on the date specified in the applicable Additional Closing Notice (as defined below), subject to the satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) below, until April 30, 2018 and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the "Additional Closing Deadline"Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer shall have the rightmay purchase, at such Buyer's sole ’s option, Additional Notes by delivering written notice to the Company (an “Additional Closing Notice”) at any time (A) with respect to the First Additional Notes Amount, during the period beginning after the date hereof and ending on the one year anniversary of the Initial Closing Date (the “First Optional Additional Notes Notice Termination Date”) and (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval (as defined in Section 4(s) below) has been obtained and ending one year thereafter (the “Second Optional Additional Notes Notice Termination Date”, and with the First Optional Additional Notes Notice Termination Date, each an "Optional Additional Notes Notice Termination Date”); provided, that each Buyer may only exercise such right once with respect to the First Additional Notes Amount and once with respect to the Second Additional Notes Amount. In addition to the foregoing, if (x) (A) with respect to the First Additional Notes Amount, at any time from and after the Initial Closing Date until the one year anniversary date of the Initial Closing Date or (B) with respect to the Second Additional Notes Amount, during the period beginning after the date the Shareholder Approval has been obtained and ending one year thereafter, the Closing Sale Price (as defined in the Notes) of the Common Stock equals or exceeds CDN$1.485 (subject to appropriate adjustments for stock splits, stock dividends, stock combinations or other similar transactions after the Initial Closing Date) for each of any twenty (20) consecutive Trading Days (as defined in the Notes) and (y) the Equity Conditions (as defined in the Notes) shall have been satisfied (or waived in writing by each Buyer), on each Trading Day during the period commencing on the date of delivery of the applicable Mandatory Funding Notice (as defined below), and ending on the applicable Additional Closing Date, the Company shall have the right to require each Buyer to purchase Additional Notes by delivering to each Buyer an Additional Closing Notice (as provided by the Company, a “Mandatory Funding Notice”) setting forth the principal amount of Additional Notes to be purchased by the Buyers, which principal amount, when added to the principal amount of any Additional Notes previously purchased by each Buyer shall not exceed (1) if on or prior to the First Optional Additional Notes Notice Termination Date, but prior to the date the Company obtains the Shareholder Approval, the First Additional Notes Amount, (2) if on or prior to issue the First Optional Additional Notes Notice Termination Date and sell the Second Additional Notes Notice Termination Date, but after the date the Company obtains the Shareholder Approval, the aggregate of the First Additional Notes Amount and the Second Additional Notes Amount, or (3) if after the First Optional Additional Notes Notice Termination Date and after the date the Company obtains the Shareholder Approval, but prior to the Second Optional Additional Notes Notice Termination Date, the Second Additional Notes Amount; provided, that if the Company elects to deliver a Mandatory Funding Notice to any Buyer, it must deliver a Mandatory Funding Notice requiring the purchase of a pro rata amount of Additional Notes to all Buyers. Any Mandatory Funding Notice delivered by the Company shall be irrevocable. Each Mandatory Funding Notice shall contain a proposed Additional Closing Date that shall be at least 10 Business Days but not more than 60 Business Days following the date of delivery of such Mandatory Funding Notice to the Buyers. An Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the principal amount of Additional Notes to be purchased by such Buyer at the applicable Additional Closing, which principal amount, when added to the principal amount of any Additional Notes previously purchased by such Buyer, shall not exceed the sum of the First Additional Notes Amount and the Second Additional Notes Amount, (ii) the aggregate Purchase Price for the Additional Notes to be purchased and (iii) the proposed Additional Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Additional Closing Notice and allow such Buyer shall have to participate in such Additional Closing. In the rightevent the Company, to purchase from (x) as of the Company up to an First Optional Additional Notes Notice Termination Date, has not sold $2.0 million in aggregate principal amount of Additional Notes and related of the First Additional Warrants Notes Amount to the Buyers or (y) as set forth opposite such Buyer's name of the Second Optional Additional Notes Notice Termination Date, has not sold $0.5 million in columns (3)(b) and 4(b)aggregate principal amount of Additional Notes of the Second Additional Notes Amount to the Buyers, respectively, on the Schedule of Buyers. To exercise such right, each Buyer Company may deliver a notice (the “Undersubscription Notice”) to each Buyer that has elected to purchase the entire First Additional Notes Amount or Second Additional Notes Amount, as applicable, of such Buyer (the “Additional Basic Amount”) within 5 Business Days of such anniversary notifying them of the principal amount of Additional Notes that have not been sold, such notice containing an offer to such Buyers to purchase more Additional Notes by delivering a "Buyer Additional Closing Notice") notice to the Company setting forth within 10 Business Days (ia “Undersubscription Election Notice”) from their receipt of a Undersubscription Notice to purchase some or all of the remaining Additional Notes specified in the Undersubscription Notice (the terms, conditions and purchase price shall be the same as specified with respect to the sale of the other Additional Notes). The Undersubscription Election Notice shall specify the principal amount of Additional Notes such Buyer elects to purchase (not to exceed the amount specified in the Undersubscription Notice). If the total principal amount of Additional Notes specified in the Undersubscription Election Notices of all Buyers is more than the aggregate principal amount of Additional Notes and related Additional Warrants that such specified in the applicable Undersubscription Notice, each Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum who has subscribed for any Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required pursuant to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing an Undersubscription Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause purchase only that portion of the Company amount specified in Undersubscription Notice as the Additional Basic Amount of such Buyer bears to consummate more than one (1) Buyer the total Additional Closing Basic Amounts of all Buyers that have subscribed for such Buyer. Upon receipt of a Buyer Additional Closing Notes pursuant to an Undersubscription Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, rounding by the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, extent it deems reasonably necessary. The additional Closing Date for the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of to be purchased pursuant to Undersubscription Election Notices shall occur 30 Business Days after the applicable Buyer Optional Additional Closing set forth Notice Termination Date. As used herein, "Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in such Buyer Additional Closing Notice and (ii) within one (1) Business Day The City of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (are authorized or such other date and time as is mutually agreed required by law to by the Buyers and the Company). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000remain closed.
Appears in 1 contract
Samples: Securities Purchase Agreement (Art Advanced Research Technologies Inc)
Additional Closing Date. Subject to timely delivery by the satisfaction (or waiver) Company to the Buyers of the conditions set forth in Sections 6(b) Additional Note Notice (as defined below), the date and 7(b) below, until April 30, 2018 time of the Additional Closing (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City timeTime, on the date specified in the applicable Buyer Additional Note Notice, subject to satisfaction (or waiver) of the conditions to the Additional Closing Notice set forth in Sections 6(b) and 7(b) and the conditions set forth in this Section 1(c) (or such other later date and time as is mutually agreed to by the Buyers Company and the CompanyBuyers). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), the Company shall issue and sell to such Buyer on one occasion $5,000,000 principal amount of Additional Notes on the Additional Closing Date, which date shall be 3 Business Days after delivery by the Company of written notice to such Buyer (the "Additional Note Notice") setting forth the satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) and the conditions set forth in this Section 1(c). The location Additional Note Notice shall be delivered by the Company (the date of delivery, the "Additional Note Notice Date") within 3 Business Days after satisfaction (or waiver) of such conditions. If the Company fails to deliver such notice, or at any time that the applicable Buyer waives any remaining conditions set forth in this Section 1(c), in Section 7(b) or otherwise, such Buyer shall be entitled to compel the Additional Closing by delivering a notice to the Company to such effect. Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to require the purchase of the Additional Notes unless, in addition to the requirements of Sections 6(b) and 7(b), all of the following conditions are satisfied (or waived): (i) on each day during the period beginning on the first day of the Measuring Period (as defined below) and ending on the Additional Closing Date, the Initial Registration Statement (as defined in the Registration Rights Agreement) covering the Initial Registrable Securities (as defined in the Registration Rights Agreement) shall be effective and available for the sale of at least all of the offices of Sxxxxxx Rxxx & Zxxxx LLPInitial Registrable Securities required to be included in such Initial Registration Statement and there shall not have been any Grace Periods (as defined in the Registration Rights Agreement); (ii) on each day during the period beginning on the date hereof and ending on the Additional Closing Date, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.the
Appears in 1 contract
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing ADDITIONAL CLOSING Date") shall be 10:00 a.m., New York City timeTime, on the date specified in the applicable Buyer Additional Debenture Notice (as defined below), subject to satisfaction (or waiver) of the conditions to each Additional Closing Notice set forth in Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) (or such other later date and time as is mutually agreed to by the Buyers Company and the Companyapplicable Purchaser). Subject to the requirements of Sections 2.2(b) and 2.3(b) and the conditions contained in this Section 2.1(c) each Purchaser may purchase, at such Purchaser's option, Additional Debentures by delivering written notice to the Company (an "ADDITIONAL DEBENTURE NOTICE") at any time during the period beginning after the date hereof and ending on and including the date which is the eighteen month anniversary of the effectiveness of the Registration Statement relating to the Initial Debentures and Initial Warrants. The location of such Additional Debenture Notice shall be delivered at least ten Business Days prior to the Additional Closing Date set forth in the Additional Debenture Notice. The Additional Debenture Notice shall set forth (i) the principal amount of Additional Debentures and related Additional Warrants to be purchased by such Purchaser at the offices applicable Additional Closing Date, which principal amount, when added to the principal amount of Sxxxxxx Rxxx & Zxxxx LLPany Additional Debentures previously purchased by such Purchaser, 900 Xxxxx Xxxxxxshall not exceed such Purchaser's Additional Investment Amount, Xxx Xxxx(ii) the aggregate Purchase Price for the Additional Debentures and related Additional Warrants to be purchased and (iii) the Additional Closing Date. As used herein, Xxx Xxxx 00000"BUSINESS DAY" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
Appears in 1 contract
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable any Additional Closing (each, an "“Additional Closing Date", ” and together collectively with all Additional the Initial Closing Dates Date and the Initial Series B Warrant Closing Date, each a "“Closing Date"”) shall be 10:00 8:00 a.m., New York City time, on the date specified in the applicable Buyer any Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to in writing (including, for these purposes, by electronic mail) by the Buyers Company and the CompanyDesignee) after notification of satisfaction (or waiver) of the conditions to such Additional Closing set forth in Sections 6(c) and 7(c) below. The Company shall deliver a written notice to the Designee setting forth the date it intends to publicly announce an Approved Investment, which announcement date shall at least be four (4) Business Days (as defined below) from the date the Designee receives such notice. If the Designee elects, in its sole and absolute discretion, to cause one or more of its Affiliates, each of which shall then become a “Buyer” hereunder pursuant to Section 9(g), to purchase Notes, such Buyer shall deliver a written notice (the “Additional Closing Notice”) to the Company prior to the public announcement by the Company of the applicable Approved Investment indicating (1) the aggregate principal amount of Notes such Buyer has elected to purchase which shall not exceed the Maximum Amount and (2) the date of such Additional Closing, which shall occur concurrently with the closing of the applicable Approved Investment. The location of such any Additional Closing shall be at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The location of each Additional Closing may be undertaken remotely by electronic transfer of Closing documentation upon mutual agreement among the Company and the Buyers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Acacia Research Corp)
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of the Additional Closings (each applicable Additional Closing (each, an "Additional Closing Date", ," and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date" and collectively, the "Closing Dates") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such other later date and time as is mutually agreed to by the Buyers Company and the Companyapplicable Buyer). The location Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's option, Additional Preferred Shares by delivering written notice to the Company (an "Additional Closing Notice") at any time during the period beginning after the date hereof and ending on the date one hundred and twenty (120) days after the Initial Closing Date (the "Additional Closing Expiration Date"), which Additional Closing Expiration Date may be extended at the option of the Company to a date not later than one hundred and eighty (180) days after the Initial Closing Date. The Additional Closing Notice shall be delivered at least ten (10) Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the number of Additional Preferred Shares to be purchased by such Buyer at the offices Additional Closing, which number of Sxxxxxx Rxxx & Zxxxx LLPshares shall not exceed the number of Additional Preferred Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, 900 Xxxxx Xxxxxx(ii) the aggregate Additional Purchase Price for the Additional Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. As used herein, Xxx Xxxx"Business Day" means any day other than Saturday, Xxx Xxxx 00000Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
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Additional Closing Date. Subject The date and time of the Additional Closing (the “Additional Closing Date”) shall be 10:00 a.m., New York time, on the six month anniversary of the Initial Closing Date (or such later date as is mutually agreed to by the Company and each Buyer). If on the fifteenth calendar day immediately prior to the satisfaction Additional Closing Date (the “Additional Closing Eligibility Date”) (x) the Market Price (as defined in the Initial Notes) on the Trading Day (as defined in the Initial Notes) immediately prior the Additional Closing Eligibility Date and on each Trading Day during the period commencing on the Additional Closing Eligibility Date and ending and including the Trading Day immediately prior to the Additional Closing Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), (y) on or prior to the Additional Closing Date, the Company has satisfied (or waiverthe Buyers have waived) of the conditions to such Closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, until April 30, 2018 below and (z) there has been no Equity Conditions Failure (as defined in the "Additional Closing Deadline"Initial Notes), each Buyer the Company shall have the right, at such Buyer's sole option, right to require the Company to issue and sell to such Buyer, and such each Buyer shall have the right, to purchase from an Additional Note in the Company up to an aggregate original principal amount not in excess of Additional Notes and related Additional Warrants as the amount set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's ’s name in column (3)(b4) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer “Maximum Additional Closing"Note Amount”), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject Subject to the satisfaction (or waiver) of the conditions to closing set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below, the Company may exercise its right to require an Additional Closing by delivering on the Additional Closing Eligibility Date a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of Initial Notes (the “Additional Closing Notice” and the date all of the holders received such notice by facsimile is referred to as the “Additional Closing Notice Date”). The Additional Closing Notice shall be irrevocable. The Additional Closing Notice shall (iA) be required to sell to such Buyerspecify the Additional Closing Date, and such Buyer shall be required to purchase from the Company, (B) specify the aggregate principal amount of Additional Notes and related Additional Warrants set forth in to be purchased by such Buyer at the Buyer Additional Closing Notice and (C) certify that the Market Price on the date Trading Day immediately prior the Additional Closing Eligibility Date exceeds $2.00 (as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions) and (D) certify that there has been no Equity Conditions Failure; provided, however, that the Company may not require any Buyer to purchase Additional Notes in excess of the applicable Buyer Maximum Additional Closing set forth in Note Amount of such Buyer Additional Closing Notice and (ii) within one (1) Business Day Buyer. For the avoidance of receipt of a Buyer Additional Closing Notice from a Buyerdoubt, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer not be entitled to effect an Additional Closing Notice if on a Current Report on Form 8-K. The date and time of each applicable the Additional Closing (each, Date there is an "Equity Conditions Failure or the Market Price on the Trading Day immediately prior the Additional Closing Date"Date does not exceed $2.00 (as adjusted for any stock splits, and together with all Additional Closing Dates and the Initial Closing Datestock dividends, each a "Closing Date") shall be 10:00 a.m.stock combinations, New York City time, on the date specified in the applicable Buyer Additional Closing Notice (recapitalizations or such other date and time as is mutually agreed to by the Buyers and the Companysimilar transactions). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Appears in 1 contract
Samples: Securities Purchase Agreement (Odyssey Marine Exploration Inc)
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable the Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "“Closing Date"”) shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the Buyers applicable Buyer and the Company) (the “Additional Closing Date”), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d) (or such later date as is mutually agreed to by the Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), each Buyer may purchase, at such Buyer’s option, Additional Common Shares, Additional Series A Warrants and Additional Series B Warrants by delivering written notice to the Company (the “Additional Closing Notice”) at any time during the period beginning after the date hereof and ending on December 23, 2008. The location of Additional Closing Notice shall be delivered at least three (3) Business Days prior to the Additional Closing Date set forth in such Additional Closing Notice. The Additional Closing Notice shall set forth (i) the number of Additional Common Shares to be purchased by such Buyer at the Additional Closing, which number of shares shall not exceed the number of Additional Common Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (ii) Additional Series A Warrants to acquire up to that number of Additional Series A Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers, which number shall equal the maximum number of Additional Series A Warrant Shares multiplied by the quotient obtained by dividing (x) the number of Additional Common Shares actually purchased by such Buyer on the Additional Closing Date, by (y) the maximum number of Additional Common Shares such Buyer is entitled to purchase on the Additional Closing Date as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers and, (iii) Additional Series B Warrants to acquire up to that number of Additional Series B Warrant Shares as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers, which number shall equal the maximum number of Additional Series B Warrant Shares multiplied by the quotient obtained by dividing (x) the number of Additional Common Shares actually purchased by such Buyer on the Additional Closing Date, by (y) the maximum number of Additional Common Shares such Buyer is entitled to purchase on the Additional Closing Date as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (iv) the aggregate Additional Purchase Price and (v) the proposed Additional Closing Date. For the avoidance of doubt, there shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.not more than one (1)
Appears in 1 contract
Samples: Securities Purchase Agreement (China Technology Development Group Corp)
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of the Additional Closings (each applicable Additional Closing (each, an "Additional Closing Date", ," and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date" and collectively, the "Closing Dates") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (as defined below), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(c) (or such other later date and time as is mutually agreed to by the Buyers Company and the Companyapplicable Buyer). The location Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer may purchase (provided that such Buyer was a Buyer under this Agreement on the date hereof and such Buyer holds all of the Preferred Shares purchased hereunder at the time of such Additional Closing), at such Buyer's option, Additional Preferred Shares by delivering written notice to the Company (an "Additional Closing Notice") at any time during the period beginning after the date hereof and ending on March 20, 2008 (the "Additional Closing Expiration Date"), which Additional Closing Expiration Date may be extended at the option of the Company to a date not later than May 20, 2008. The Additional Closing Notice shall be delivered at least ten (10) Business Days prior to the applicable Additional Closing Date set forth in such Additional Closing Notice. An Additional Closing Notice shall set forth (i) the number of Additional Preferred Shares to be purchased by such Buyer at the offices Additional Closing, which number of Sxxxxxx Rxxx & Zxxxx LLPshares shall not exceed the number of Additional Preferred Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, 900 Xxxxx Xxxxxx(ii) the aggregate Additional Purchase Price for the Additional Preferred Shares to be purchased and (iii) the proposed Additional Closing Date. As used herein, Xxx Xxxx"Business Day" means any day other than Saturday, Xxx Xxxx 00000Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
Appears in 1 contract
Additional Closing Date. Subject to the satisfaction (or waiver) The date and time of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 Additional Closing (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", ," and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in Trading Day immediately following the applicable Buyer Additional six (6) month anniversary of the Initial Closing Notice Date (or if the six (6) month anniversary of the Initial Closing Date is not a Trading Day, the second (2nd) Trading Day following such six (6) month anniversary) (or, in any case, such other date and time as is mutually agreed to by the Buyers each Buyer and the Company), subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d). On the day that all Initial Preferred Shares have been redeemed or converted in full, the Company shall deliver a written notice to each of the Buyers indicating such fact. Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), each Buyer shall purchase, and the Company shall sell to each such Buyer the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in column 3(b) and column 4(b) of the Schedule of Buyers, respectively. If the Company has not satisfied one or more conditions to the Additional Closing, subject to the conditions set forth in Section 6(b), each Buyer may elect, by written notice to the Company, to waive any such condition or conditions, and may elect to purchase all or any portion of the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in the immediately preceding sentence. The location of such the Additional Closing shall be at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notwithstanding anything herein to the contrary, if the Additional Closing does not occur by the third (3rd) Trading Day immediately following the six (6) month anniversary of the Initial Closing Date (or such other date as is mutually agreed to by each Buyer and the Company) (the "Additional Closing Termination Date"), then (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants shall terminate, and (ii)any "lock-up" or similar provisions contained in (a) Section 4(o)(ii) below, (b) Section 2(a)(xxiv)(J), the first sentence of Section 11, the third, fourth and sixth sentences of Section 12, Section 14(c), and Section 14(e) of the Certificate of Designations, and (c) in each of the Lock-Up Agreements (as defined below) (collectively, the "Lock-Up Provisions") shall be deemed to have expired on the Additional Closing Termination Date. In addition, if pursuant to this paragraph the Buyers, in the aggregate, elect to purchase less than 4,000 Additional Preferred Shares at the Additional Closing, (i) the Company's obligation to sell any Additional Preferred Shares and Additional Warrants not elected to be purchased, and the Buyer's obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ii) the Lock-Up Provisions shall be deemed to have expired on the Additional Closing Date.
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Samples: Form of Securities Purchase Agreement (Oxygen Biotherapeutics, Inc.)
Additional Closing Date. (i) Subject to timely delivery by the Company to the Buyers of a valid Company Additional Note Notice (as defined below) or by any Buyer to the Company of a Buyer’s Additional Note Notice (as defined below), the date and time of each Additional Closing (each, an “Additional Closing Date”) shall be 10:00 a.m., New York Time, on the date specified in the applicable Company Additional Note Notice or Buyer’s Additional Note Notice, as applicable, subject to satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) below, until April 30, 2018 below and the conditions set forth in this Section 1(c) (or such other date or time as is mutually agreed to by the "Additional Closing Deadline"Company and the Buyers). Subject to the requirements of Sections 6(b) and 7(b) below and the conditions contained in this Section 1(c), the Company on one occasion may require each Buyer shall have the rightseverally, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the rightbut not jointly, to purchase from the Company up to an aggregate such principal amount of Additional Notes and related Additional Warrants as is set forth opposite such Buyer's ’s name in columns column (3)(b4) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, Buyers on the Additional Closing Date by delivering written notice (the “Company Additional Note Notice”) to each Buyer may deliver a notice (a "Buyer Additional on any date from and after the nine-month anniversary of the Initial Closing Notice") Date and prior to the twenty-two month anniversary of the Initial Closing Date (the “Additional Note Notice Period”; and the date of receipt of the Company setting Additional Note Notice, the “Additional Note Notice Date”). The Company Additional Note Notice shall be irrevocable and must be delivered to each Buyer. The Company Additional Note Notice shall set forth (i) each Buyer’s pro rata allocation (based on the principal amount of Additional Notes as is set forth opposite each such Buyer’s name in column (4) on the Schedule of Buyers in relation to $75,000,000) of the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, (which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b$75,000,000) on the Schedule of Buyers and which aggregate number of related Additional Warrants shall not exceed which the number Company is requiring all of the Buyers to purchase at the Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and Closing, (ii) the date that the Company will be required to sell aggregate Purchase Price for each such Buyer’s Additional Notes and related Additional Warrants to such Buyer and (each, a "Buyer iii) the Additional Closing")Closing Date, which date Additional Closing Date shall not be less than one on the sixth (16th) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing DeadlineNote Notice Date. No Buyer Notwithstanding anything in this Agreement to the contrary, the Company shall not be entitled to cause require the Company Buyers to consummate more than one (1) Buyer purchase the Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing NoticeNotes unless, subject in addition to the satisfaction (or waiver) requirements of the conditions set forth in Sections 6(b) and 7(b) below, the following Conditions to Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Note Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (or such other date and time as is mutually agreed to by the Buyers and the Company). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000are satisfied.
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Additional Closing Date. Subject The date and time of the Additional Closings (each, an "ADDITIONAL CLOSING DATE," and together with the Initial Closing Date, each or "CLOSING DATE" and collectively, the "CLOSING DATES") shall be 10:00 a.m., New York City Time, on the date specified in the applicable Additional Closing Notice (as defined below), subject to the satisfaction (or waiver) of the conditions to each Additional Closing set forth in Sections 6(b) and 7(b) below, until April 30, 2018 and the conditions contained in this Section 1(c) (or such later date as is mutually agreed to by the "Additional Closing Deadline"Company and the applicable Buyer). Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(c), each Buyer shall have the rightmay purchase, at such Buyer's sole option, Additional Notes by delivering written notice to require the Company (an "ADDITIONAL CLOSING NOTICE") at any time prior to issue and sell March 30, 2007. An Additional Closing Notice shall be delivered at least five Business Days prior to the applicable Additional Closing Date set forth in such Buyer, and such Buyer Additional Closing Notice. An Additional Closing Notice shall have set forth (i) the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related to be purchased by such Buyer at the applicable Additional Warrants as set forth opposite Closing, which principal amount, when added to the principal amount of any Additional Notes previously purchased by such Buyer's name in columns (3)(b) and 4(b), respectively, on shall not exceed the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes as is set forth opposite such Buyer's name in column (3)(b4) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and Buyers, (ii) the date that aggregate Additional Purchase Price for the Company will be required to sell such Additional Notes to be purchased and related (iii) the proposed Additional Warrants Closing Date. The Company shall promptly deliver a copy of each Additional Closing Notice to each Buyer that did not issue such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than allow such Buyer to participate in such Additional Closing, provided such Buyer gives written notice of its election to participate two (2) Business Days prior to the Additional Closing DeadlineDate. No Buyer shall be entitled to cause the Company to consummate more As used herein, "BUSINESS DAY" means any day other than one (1) Buyer Additional Closing for such Buyer. Upon receipt Saturday, Sunday or other day on which commercial banks in The City of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable Additional Closing (each, an "Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date") shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer Additional Closing Notice (are authorized or such other date and time as is mutually agreed required by law to by the Buyers and the Company). The location of such Additional Closing shall be at the offices of Sxxxxxx Rxxx & Zxxxx LLP, 900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000remain closed.
Appears in 1 contract
Samples: Securities Purchase Agreement (Inksure Technologies Inc.)
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable any Additional Closing (each, an "“Additional Closing Date"” and, and together with all Additional Closing Dates and the Initial Closing Date, each a "“Closing Date"”) shall be 10:00 a.m., New York City time, on the date specified in the applicable Buyer any Additional Closing Notice (as defined below) (or such other date and time as is mutually agreed to by the Buyers Company and the Buyer(s) delivering such Additional Closing Notice), provided that, unless waived by the Company, any Additional Closing Notice must be delivered to the Company no later than five (5) Business Days after the date the Company publicly files a registration statement with respect to the Rights Offering. If one or more Buyers elects to purchase Additional Notes, each such Buyer shall deliver a written notice (the “Additional Closing Notice”) to the Company indicating (1) the applicable Additional Closing Date, which shall not be less than three (3) Business Days (as defined below) from the date of the receipt of such notice by the Company, (2) the aggregate principal amount of Additional Notes such Buyer has elected to purchase and (3) the Additional Cash Purchase Price and Additional Share Purchase Price (each as defined in Section 1(c)) to be paid by such Buyer to the Company in exchange for the Additional Notes to be purchased. Any Additional Closing shall be subject to the satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 6(b) and 7(b) below as provided therein. The location of such any Additional Closing shall be at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Appears in 1 contract
Additional Closing Date. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, until April 30, 2018 (the "Additional Closing Deadline"), each Buyer shall have the right, at such Buyer's sole option, to require the Company to issue and sell to such Buyer, and such Buyer shall have the right, to purchase from the Company up to an aggregate principal amount of Additional Notes and related Additional Warrants as set forth opposite such Buyer's name in columns (3)(b) and 4(b), respectively, on the Schedule of Buyers. To exercise such right, each Buyer may deliver a notice (a "Buyer Additional Closing Notice") to the Company setting forth (i) the aggregate principal amount of Additional Notes and related Additional Warrants that such Buyer wishes to purchase from the Company, which aggregate principal amount shall not exceed such Buyer's maximum aggregate principal amount of maximum Additional Notes set forth opposite such Buyer's name in column (3)(b) on the Schedule of Buyers and which aggregate number of Additional Warrants shall not exceed the number of Additional Warrants set forth opposite such Buyer's name in column (4)(b) on the Schedule of Buyers and (ii) the date that the Company will be required to sell such Additional Notes and related Additional Warrants to such Buyer (each, a "Buyer Additional Closing"), which date shall not be less than one (1) Trading Day after delivery of such Buyer Additional Closing Notice and not later than the Additional Closing Deadline. No Buyer shall be entitled to cause the Company to consummate more than one (1) Buyer Additional Closing for such Buyer. Upon receipt of a Buyer Additional Closing Notice, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, the Company shall (i) be required to sell to such Buyer, and such Buyer shall be required to purchase from the Company, the aggregate principal amount of Additional Notes and related Additional Warrants set forth in the Buyer Additional Closing Notice on the date of the applicable Buyer Additional Closing set forth in such Buyer Additional Closing Notice and (ii) within one (1) Business Day of receipt of a Buyer Additional Closing Notice from a Buyer, deliver written notice thereof via facsimile or electronic mail and overnight courier to all other Buyers and the Company shall within one (1) Business Day after any such delivery publicly disclose the delivery by a Buyer of a Buyer Additional Closing Notice on a Current Report on Form 8-K. The date and time of each applicable the First Additional Closing (each, an "the “First Additional Closing Date", and together with all Additional Closing Dates and the Initial Closing Date, each a "Closing Date"”) shall be 10:00 a.m., New York City time, on the date specified June 15, 2012 (or, in the applicable Buyer Additional Closing Notice (or any case, such other date and time as is mutually agreed to by the Buyers each Buyer and the Company), and the date and time of the Second Additional Closing (the “Second Additional Closing Date”, and together with the First Additional Closing Date, each an “Additional Closing Date”) shall be 10:00 a.m., New York City time, on September 14, 2012 (or, in any case, such other date and time as is mutually agreed to by each Buyer and the Company), in each case subject to satisfaction (or waiver) of the conditions to Additional Closing set forth in Sections 6(b) and 7(b) and the conditions contained in this Section 1(d). The Initial Closing Date, the First Additional Closing Date, and the Second Additional Closing Date are each referred to herein as a “Closing Date”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing Date” or words of like import shall mean and be a reference to “the applicable Additional Closing Date.” Subject to the requirements of Sections 6(b) and 7(b) and the conditions contained in this Section 1(d), on (i) the First Additional Closing Date, each Buyer shall purchase, and the Company shall sell to each such Buyer the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in column 3(b) and column 4(b) of the Schedule of Buyers, respectively, and (ii) the Second Additional Closing Date, each Buyer shall purchase, and the Company shall sell to each such Buyer the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in column 3(c) and column 4(c) of the Schedule of Buyers, respectively. If the Company has not satisfied one or more conditions to the applicable Additional Closing, subject to the conditions set forth in Section 6(b), each Buyer may elect, by written notice to the Company to waive any such condition or conditions, and may elect to purchase all or any portion of the Additional Preferred Shares and Additional Warrants contemplated to be purchased by such Buyer as set forth in the immediately preceding sentence. The location of such each Additional Closing shall be at the offices of Sxxxxxx Rxxx Xxxxxxx Xxxx & Zxxxx Xxxxx LLP, 900 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notwithstanding anything herein to the contrary, if the Second Additional Closing does not occur by September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (x) but the Company has granted the Option (as defined below) to the Buyers by such date, then on September 30, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) or (y) and the Company has not granted the Option to the Buyers by such date, then on December 31, 2012 (or such other date as is mutually agreed to by each Buyer and the Company) (the “Second Additional Closing Termination Date”) (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ii) any “lock-up” or similar provisions contained in (a) Section 4(o)(ii) below, (b) Section 2(a)(xxiv)(J), the first sentence of Section 11, the third, fourth and sixth sentences of Section 12, Section 14(c), and Section 14(e) of the Certificate of Designations, and (c) in each of the Lock-Up Agreements (as defined below) (collectively, the “Lock-Up Provisions”) shall be deemed to have expired on the Second Additional Closing Termination Date. In addition, if pursuant to this paragraph the Buyers, in the aggregate as of the Second Additional Closing Date, have elected to purchase less than an aggregate of 1,500 Additional Preferred Shares at the Second Additional Closing, (i) the Company’s obligation to sell any Additional Preferred Shares and Additional Warrants not elected to be purchased, and the Buyer’s obligation to purchase such Additional Preferred Shares and Additional Warrants, shall terminate, and (ii) the Lock-Up Provisions shall be deemed to have expired on the Second Additional Closing Date.”
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