Additional Closing Dates. The obligation of each Buyer hereunder to purchase the Additional Preferred Shares at each of the Additional Closings is subject to the satisfaction, at or before the Additional Closing Dates, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:
(i) The Certificate of Designations shall be in full force and effect and shall not have been amended since the Initial Closing Date, and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Buyer.
(ii) The Common Stock shall be authorized for quotation on The Nasdaq SmallCap Market or the Nasdaq National Market or listing on NYSE, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares to be traded on The Nasdaq SmallCap Market, the Nasdaq National Market or NYSE shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc. or NYSE and all of the Conversion Shares issuable upon conversion of the Additional Preferred Shares to be sold at the Additional Closing shall be listed upon The Nasdaq SmallCap Market, the Nasdaq National Market or NYSE.
(iii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the respective Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents or the Certificate of Designations to be performed, satisfied or complied with by the Company at or prior to the respective Additional Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of such Additional Closing Date regarding the representation contained in Section 3(c) above.
(iv) Such Buyer shall have received the opinion of Gray Xxxy Xxxx & Freidenrich dated as of such Additional Closing Date, in substantially the form of Exhibit C attached hereto.
(v) The Company shall have executed and delivered to such Buyer the Stock Certificates (in such denominations as such Buyer shall request) for t...
Additional Closing Dates. The obligation of the Company hereunder to issue and sell the Additional Preferred Shares to each Buyer at each of the Additional Closings is subject to the satisfaction, at or before the respective Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer shall have complied with the requirements of Section 1(c).
(ii) Such Buyer shall have delivered to the Company the Purchase Price for the Additional Preferred Shares being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(iii) The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Additional Closing Date.
Additional Closing Dates. Thereafter, from time to time prior to the Offering Termination Date, the Managing Member may notify the Escrow Agent and, by instructions given at least 2 business days in advance of each, specify Additional Closing Dates, the approximate amount of Qualifying Subscriptions for such Fund to be accepted as of each Additional Closing Date, the identity of the Subscribers whose subscriptions are anticipated to be accepted as of each Additional Closing Date, and the approximate amount of the Proceeds to be paid to the Fund and to the Participating Brokers, respectively. On each such Additional Closing Date, the Escrow Agent, upon telephonic notice from the Managing Member and the Dealer Manager that all contingencies for payment have been satisfied as required by Rule 15c2-4 under the Act (which notice the Managing Member promptly shall confirm in writing) shall pay to the Fund and each Selling Agent the amounts specified by such notice, and shall additionally pay to the Fund the interest earned on such Proceeds for disbursement to the subscribers pursuant to Section 5 hereof.
Additional Closing Dates. Each closing of the sale and purchase of Additional Shares (each, an "ADDITIONAL CLOSING") shall take place no later than fifteen (15) business days after the date of delivery of a Share Sales Notice to Novo Nordisk (each, an "ADDITIONAL CLOSING DATE"), subject to the fulfillment of the closing conditions set forth in Article 7.
Additional Closing Dates. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii), the date and time of each additional closing (each, an “Additional Closing”, and together with the Initial Closing, each, a “Closing”) shall be 10:00 a.m., New York time on the third (3rd) Trading Day after the Company shall have received an Additional Closing Notice from a Major Buyer (or such later date as is mutually agreed to by the Company and such Major Buyer) (each, an “Additional Closing Date” and together with the Initial Closing, each a “Closing Date”).
Additional Closing Dates. The obligation of the Company hereunder to issue and sell the Additional Preferred Shares to each Buyer at the Additional Closings is subject to the satisfaction, at or before the applicable Additional Closing Dates, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer shall have delivered to the Company the Purchase Price for the Additional Preferred Shares and the related Warrants being purchased by such Buyer at the Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(ii) The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be 24 performed, satisfied or complied with by such Buyer at or prior to the applicable Additional Closing Date.
(iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.
(iv) No legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement.
Additional Closing Dates. 6 d. Additional Closing Date Form of Payment...........................7
Additional Closing Dates. If, after the Initial Closing Date and on or before the Termination Date, additional sales of Notes are made on each such date or dates and at each such time and place as determined by ACF (which determination shall be subject to the satisfaction on each such date of the conditions contained herein) (all such dates being referred to herein as the "Additional Closing Dates"; the Additional Closing Dates and the Initial Closing Date are herein referred to collectively as the "Closing Dates"), you will cause the Escrow Agent to deliver to ACF immediately available funds in an amount equal to the Escrow Funds on deposit in the Escrow Account on such Additional Closing Date, except for (i) any amount earned on the Escrow Funds which shall be distributed by the Escrow Agents directly to the subscribers, (ii) the Sales Commission, the Allowance and due diligence costs payable to you calculated in accordance with Section 3.6 hereof with respect to the aggregate principal amount all Notes purchased and paid for on such Additional Closing Date.
Additional Closing Dates. (i) Second Closing Date. The closing with respect to Waterfront II contemplated by this Agreement (the "Second Closing") shall occur at the offices of Xxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the basis of a "New York Style" closing at 10:00 a.m. on (i) the fifth (5th) business day after all conditions precedent to the respective obligations of the parties with regard to Waterfront II have been satisfied or waived or (ii) such other time and at such other place as Contributor and Acquiror shall agree upon in writing. The "Second Closing Date" shall be the date of the Second Closing.
Additional Closing Dates. The date and time of any Additional Closing (an “Additional Closing Date” and, together with the Initial Closing Date, each a “Closing Date”) shall be 10:00 a.m., New York City time, on the sixth (6th) Trading Day following receipt by each Buyer of an Additional Sale Election Notice, subject to the satisfaction (or waiver) of the conditions to the Additional Closing set forth in Sections 1(b), 6(b) and 7(b) and the conditions set forth in this Section 1(d) or the waiver thereof in writing by such Buyer (or such later date as is mutually agreed to by the Company and the Buyers). Notwithstanding the foregoing, the Company shall not be entitled to deliver an Additional Sale Election Notice unless each of the following conditions is satisfied (or waived in writing by the applicable Buyer) as of and through the date on which the Company delivers to each Buyer the applicable Additional Sale Election Notice (the “Additional Sale Election Notice Date”), and no Buyer shall be required to purchase Additional Notes and Additional Shares unless each of the following conditions and the conditions set forth in Sections 1(b) and 7(b) are satisfied (or waived in writing by the applicable Buyer) as of and through the applicable Additional Closing Date (the “Additional Sale Election Notice Conditions”): (i) during the period beginning on the date of this Agreement and ending on and including the applicable Additional Closing Date, there shall not have occurred either (x) the public announcement of a pending, proposed or intended Change of Control (as defined in the Notes) which has not been abandoned or terminated and publicly announced as such or (y) an Event of Default (as defined in the Notes); (ii) during the forty-five (45)-day period ending on and including such Additional Closing Date, there shall not have occurred an event that with the passage of time or the giving of notice would constitute an Event of Default; (iii) at all times during the period beginning on the date of this Agreement and ending on such Additional Closing Date, the Common Shares shall be listed on the Principal Market (as defined in Section 3(s)) and the Common Shares shall not have been suspended from trading nor shall delisting or suspension by any securities exchange or market have been threatened either (A) in writing by such exchange or market or (B) by falling below the minimum listing maintenance requirements of such exchange or market; (iv) during the period beginning on the Initial Clos...
