Common use of Additional Closings Clause in Contracts

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ● ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ● ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

Additional Closings. The closing Additional sales of Units not sold at the sale and purchase of Initial Closing may be made by the Company to the Additional Series G Shares shall occur Purchasers at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Closing”), up to and including October 31, 2010. Each Additional ClosingClosing and the Initial Closing are collectively referred to as the “Closings” and together with the Scheduled date of each Additional Closings, each an Closing and the Initial Closing are collectively referred to as the “Closing Dates.” Each Additional Closing”) to Closing will take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge Xxxxxxx Krooks LLP, 000 Xxxxxxxxxx Xxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx, U.S.A., XX 00000 (or at such other location as may be agreed upon among remotely via the Corporation exchange of documents and the Investors participating in such Additional Investor Additional Closingsignatures). At each Additional Closing, (i) each Additional Purchaser purchasing Units at such Additional Closing will execute and deliver a Financing Signature Page, and upon acceptance by the Corporation shall Company of such Financing Signature Page, such Additional Purchaser will become a “Purchaser” hereunder, (ii) the Company will issue and deliver to each Investor participating in Additional Purchaser who purchases Units at such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares and Warrants being purchased at such Additional Closing by such Additional Purchaser against payment to the Company of the Purchase Price for the Units being purchased by such Investor at Additional Purchaser and (iii) the Company will cause Exhibit A hereto to be amended to include each Additional Purchaser and all corresponding information specified in each such Additional Closing, against payment by such Investor Exhibit (the “Revised Exhibit”). The Purchase Price will be paid directly to the Corporation of the aggregate purchase price therefor in the form of (a) a Company, by wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may acceptimmediately available funds.

Additional Closings. The closing Company may issue and sell additional Units to the Initial Investor and/or one or more Additional Investors on the terms and conditions of this Agreement; provided that the aggregate number of Units issued pursuant to this Agreement shall not exceed 60,000 Units. Each Additional Investor shall execute this Agreement in the capacity of an Investor and Exhibit A shall be supplemented to reflect the sale of such additional Units. The closing(s) of the purchase and sale of any additional Units to be acquired by the Additional Investors from the Company under this Agreement (the “Additional Closing(s)”) shall take place on such dates as agreed to by the Company and purchase such Additional Investors but in no event later than May 24, 2021 (the “Final Closing Date”). Notwithstanding anything to the contrary contained herein, subject to the conditions set forth in Section 6.2, if, as of the Final Closing Date the aggregate number of Units sold hereunder (including the Units sold at the Initial Closing and any Units to be sold to Additional Series G Shares Investors on the Final Closing Date) is less than 35,000 on the Final Closing Date, an Additional Closing shall occur at which the Company shall issue and sell to the Initial Investor or its assignee(s), and the Initial Investor or its assignee(s) shall purchase from the Company, that number of Units equal to (ia) [ — ] additional closings 35,000 minus (each, a “Scheduled Additional Closing”b) the aggregate number of Units sold hereunder prior to take place the Final Closing Date (including the Units sold at the offices Initial Closing and any Units to be sold to Additional Investors on the Final Closing Date) (such number of Xxxxxx & Dodge LLPUnits, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional ClosingRemaining Units”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing). At each Additional Closing, the Corporation Closing each applicable Investor shall issue and deliver to each Investor participating the Company the Purchase Price for such Investor’s Units by wire transfer of United States dollars in immediately available funds to the account specified by the Company against delivery to the undersigned at the Additional Closing of the Debentures and Warrants included in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept’s Units.

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — [●] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — [●] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A.X.X.X., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A.X.X.X., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Asterisks denote such omission. 3/21/2019 <![CDATA[Collaborative Development & License Agreement]]> xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1177648/000119312512454422/d401292dex101.htm 74/136 Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (a) (i) [ — ] additional closings Commencing upon the date on which the U.S. Food and Drug Administration, or any successor agency thereto (each, a the “Scheduled Additional ClosingFDA”) has accepted both of (x) the New Drug Application (“NDA”) with respect to take place at the offices tablet version of Xxxxxx & Dodge LLPrimegepant and (y) NDA with respect to the oral dissolving version of rimegepant (the later of such dates, 000 Xxxxxxxxxx Xxxxxxthe “Second NDA Acceptance Date”), Xxxxxxone of which NDAs shall have been accepted under the FDA’s Priority Review Designation pathway in accordance with Section 519(a)(1) of the Federal Food, XxxxxxxxxxxxxDrug, U.S.A.and Cosmetic Act, or at such other location 21 USC 301, et seq. as may be agreed upon among the Investors participating in such Scheduled Additional Closingamended, on each of [ — ] and including any rules, regulations and requirements promulgated thereunder, and (ii) one or more Confidential materials omitted ending upon the first anniversary of the Second NDA Acceptance Date (the “Outside Date”), the Company may issue and filed separately with sell to the Securities Investor, and Exchange Commission. Asterisks denote such omission. the Investor will purchase from the Company, in up to three additional closings Closings (each, an “Additional Investor Closing”), up to Seventy-Five Million Dollars ($75,000,000) in the aggregate (and no less than Twenty-Five Million Dollars ($25,000,000) at each Additional Closing) of additional Preferred Shares (the “Additional Shares” and together with the Scheduled consideration paid by the Investor at each Additional ClosingsClosing, each an the “Additional ClosingClosing Purchase Price”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing). At each Additional Closing, the Corporation shall Company will issue and deliver sell to each the Investor, and the Investor participating in will purchase from the Company, such number of Additional Shares as is equal to (x) the applicable Additional Closing a certificate Purchase Price divided by (y) the Per Share Purchase Price. For purposes of this Agreement, “rimegepant” means any pharmaceutical product containing the compound identified as BHV-3000, and any metabolites or certificates for shares prodrugs thereof, and any pharmaceutical hydrates, solvates, salts, esters, isomers, enantiomers, diastereomers or polymorphs of Series G Preferred Stockany of the foregoing (in each case, registered in alone or with other active ingredients controlled by the name of such InvestorCompany), in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closingall forms, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporationpresentations, in its sole discretion, may acceptformulations and dosage forms.

Additional Closings. The closing of the sale and purchase of the Additional Series G Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) to take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closing. At each Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. Additional Closing, the Corporation shall issue and deliver to each Investor participating in such Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares being purchased by such Investor at such Additional Closing, against payment by such Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may accept.

Additional Closings. The closing of the sale and purchase of the Additional Series G Class C Shares shall occur at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Additional Closing” and together with the Scheduled Additional Closings, each an “Additional Closing”) at such time(s), date(s) and place(s) as are mutually agreeable to the Corporation, the Supermajority Holders and the Additional Investors participating in any such Additional Closing, but in any event such Additional Closings shall take place on or before December 31, 2004 such that in any event all Additional Class C Shares shall have been issued and purchased no later than December 15, 2005 at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Corporation and the Investors participating in such Additional Investor Additional Closingdate. At each Additional Closing, each Additional Investor that is not an Initial Investor shall accede to the Investors’ Rights Agreement and the Corporation shall issue and deliver to each Additional Investor participating in purchasing a portion of the Additional Class C Shares at such Additional Closing closing a certificate or certificates for shares of Series G Preferred Stock, registered in the name of such Additional Investor, in the amount representing the number of Series G Shares shares of Class C Preferred Stock being purchased by such Investor it at such Additional Closingclosing, against payment by such Additional Investor to the Corporation of the aggregate purchase price therefor in the form of (a) a wire transfer to a bank account designated by the Corporation or Corporation.” (d) Section 3.24. The Original Purchase Agreement is hereby amended by deleting clause (b) such other method of payment as the Corporation, Section 3.24 in its sole discretionentirety and replacing it with the following: “(b) the Fourth Amended and Restated Investors’ Rights Agreement of even date herewith by and among the Corporation and the Investors in the form of Exhibit 3.24, may accept.as amended (as so amended, the “Investors’ Rights Agreement”; together with this Agreement, the “Transaction Documents”) have been duly authorized by all requisite corporate action”

Additional Closings. The closing Additional sales of Notes not sold at the sale and purchase of Initial Closing may be made by the Company to the Additional Series G Shares shall occur Purchasers at (i) [ — ] additional closings (each, a “Scheduled Additional Closing”) to take place at the offices of Xxxxxx & Dodge LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, U.S.A., or at such other location as may be agreed upon among the Investors participating in such Scheduled Additional Closing, on each of [ — ] and (ii) one or more Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. additional closings (each, an “Additional Investor Closing”), up to and including June 10, 2010. Each Additional ClosingClosing and the Initial Closing are collectively referred to as the “Closings” and together with the Scheduled date of each Additional Closings, each an Closing and the Initial Closing are collectively referred to as the “Closing Dates.” Each Additional Closing”) to Closing shall take place no later than December 15, 2005 at the offices of Xxxxxx & Dodge Lxxxxxx Krooks LLP, 000 Xxxxxxxxxx 600 Xxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx, U.S.A., XX 00000 (or at such other location as may be agreed upon among remotely via the Corporation exchange of documents and the Investors participating in such Additional Investor Additional Closingsignatures). At each Additional Closing, (i) each Additional Purchaser purchasing Notes at such Additional Closing shall execute and deliver a Financing Signature Page, and upon acceptance by the Corporation Company of such Financing Signature Page, such Additional Purchaser shall become a “Purchaser” hereunder, (ii) the Company shall issue and deliver to each Investor participating in Additional Purchaser who purchases a Note at such Additional Closing a certificate or certificates Note evidencing the principal amount of the Notes being purchased at such Additional Closing by such Additional Purchaser against payment to the Company of the Purchase Price for shares of Series G Preferred Stock, registered in the name of such Investor, in the amount representing the number of Series G Shares Note being purchased by such Investor at Additional Purchaser and (iii) the Company shall cause Exhibit A hereto to be amended to include each Additional Purchaser and all corresponding information specified in each such Additional Closing, against payment by such Investor Exhibit (the “Revised Exhibit”). The Purchase Price shall be paid directly to the Corporation of the aggregate purchase price therefor in the form of (a) a Company, by wire transfer to a bank account designated by the Corporation or (b) such other method of payment as the Corporation, in its sole discretion, may acceptimmediately available funds.