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 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.
Appears in 3 contracts
Samples: Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc), Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc), Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc)
Additional Closings. The closing of Investors and 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) Company agree that one or more additional closings (each, each an “Additional Investor "Additional Closing” ," collectively the "Additional Closings," and together with the Scheduled Additional ClosingsInitial Closing, each an “Additional a "Closing”" and collectively the "Closings") to take place no later than December may be held on or before April 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 Closing2002. At each any such Additional Closing, the Corporation shall Company may issue and sell for cash (except as provided in the following sentence) up to the aggregate amount of Shares not issued, sold and purchased at the Initial Closing or any prior Additional Closings to one or more investors who execute and deliver to the Company a signature page for this Agreement which is accepted by the Company (each Investor participating in such an "Additional Closing a certificate or certificates for shares of Series G Preferred Stock, registered in Investor" and collectively the name of such Investor"Additional Investors"). In addition, in the amount representing event that holders of the number Company's subordinated promissory notes issued on or about the date of Series G this Agreement (the "Subordinated Notes") elect to convert such Subordinated Notes into Shares being purchased in accordance with the terms of such Subordinated Notes, such holders shall acquire such Shares at an Additional Closing and shall be deemed to be Additional Investors hereunder. The terms "Investor" and "Investors" herein shall be deemed to include such Additional Investors. Any Additional Closing shall be held at such times and dates as may be specified by such Investor the Company and the Additional Investors purchasing Shares 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Inverness Medical Innovations Inc), Stock Purchase Agreement (Inverness Medical Innovations Inc)
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 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.
Appears in 1 contract
Samples: Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc)
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 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.
Appears in 1 contract
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 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.
Appears in 1 contract
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 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”
Appears in 1 contract
Samples: Investor Rights Agreement
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 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.
Appears in 1 contract
Samples: Collaborative Development and License Agreement (Enanta Pharmaceuticals Inc)