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 by providing the Company with prior written consent thereof:
(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 of the Certificate of Designations that has been 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 National Market, NYSE or AMEX, trading in the Common Stock issuable upon conversion of the Additional Preferred Shares shall not have been suspended by the SEC, The Nasdaq Stock Market, Inc., NYSE or AMEX during the 10 trading days prior to and including the applicable Additional Closing Date and notification for listing of all of the Conversion Shares issuable upon conversion of the Additional Preferred Shares to be sold at such Additional Closing shall have been delivered to the Nasdaq National Market, NYSE or AMEX.
(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 Financial Officer of the Company, dated as of such Additional Closing Date, to the foregoing effect and an update as of such Additional Closing Date regarding the representation contained in Section 3(c).
(iv) Such Buyer shall have received the Mintx Xxxix Opinion, dated as of such Additional Closing Date.
(v) The Company shall have executed and delivered to such Buyer the Stock Certificates (in such denominations as such Buyer shall request) for the Additional Preferred Shares being purchased by such Buyer at such Additional Closing.
(vi) The Board of Direc...
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. 6 d. Additional Closing Date Form of Payment...........................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. 3 1.6 Delivery..................................................3 1.7 Rule 144 Reporting........................................3 1.8 "Market Stand-Off" Agreements.............................3 1.9 Public Offering Lock-Up...................................4 1.10
Additional Closing Dates. On each Additional Closing Date:
(i) Seller and the Company (as applicable) shall make the deliveries set forth in Sections 2.3(a)(i), (iv), (vi) (only to the limited extent of taking on record transfer of shares and amendment to the register of members), (vii), (viii), and (ix) with respect to any Additional Company Shares being sold, and in such provisions references to ‘Initial Company Shares’ shall be construed as ‘Additional Company Shares’ and references to ‘Tranche 1 Purchase Price’ shall be construed as ‘Tranche 2 Purchase Price’, ‘Tranche 3 Purchase Price’, and ‘Tranche 4 Purchase Price’, as the case may be;
(ii) Purchaser shall make the deliveries set forth in Sections 2.3(b)(i), (ii), (iv), and (v) with respect to any Additional Company Shares being purchased, and in such provisions references to ‘Initial Company Shares’ shall be construed as ‘Additional Company Shares’ and references to ‘Tranche 1 Purchase Price’ shall be construed as ‘Tranche 2 Purchase Price’, ‘Tranche 3 Purchase Price’, and ‘Tranche 4 Purchase Price’, as the case may be.
Additional Closing Dates. Subject to the satisfaction (or waiver) of the conditions set forth in this Section 1(b)(ii) and Sections 6(b) and 7(b) below (the “Additional Closing Conditions”), the date and time of the Additional Closing shall be 10:00 a.m., New York time on the later of (x) the proposed closing date as set forth in the applicable Additional Closing Notice (as defined below) and (y) the second (2nd) Trading Day after the Company shall have satisfied the Additional Closing Conditions for such Additional Closing (or such other date as is mutually agreed to by the Company and each Buyer) (each, an “Additional Closing Date,” and the Initial Closing Date and the Additional Closing Date, each, a “Closing Date”). Notwithstanding anything herein to the contrary, if the last Additional Closing Date has not occurred by April 20, 2021 (or such later date as mutually agreed upon by the Company and each Buyer) (the “Additional Closing Expiration Date”), no further Additional Closings shall occur hereunder.
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.
