AMENDMENT CLOSING Sample Clauses

AMENDMENT CLOSING. On or before the Amendment Closing Date, the following conditions shall have been satisfied:
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AMENDMENT CLOSING. The amendment and restatement of the Note and the Warrant and the issuance and delivery of the Amended Note and the Amended Warrant shall occur on the Amendment Closing Date at the Closing Location. At the Amendment Closing on the Amendment Closing Date, upon the terms and subject to the conditions of this Agreement,
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AMENDMENT CLOSING. Subject to the fulfilment of the conditions precedent set out in clause 3 above, all of the acts, including all of the following documents, matters and things, in form and substance satisfactory to the Banks, set out in this clause 5 (or in the case of clauses 5.3, 5.4, 5.5 and 5.9 below, in form and substance satisfactory to the Bank entering into such amendment or agreement) below shall be performed, on or prior to the Completion Date, each such act to be deemed to have been performed immediately after the other. In the event that any of such acts are not so performed, all of the acts which were performed shall be of no force and effect, and this Amending Agreement shall not have been closed:
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AMENDMENT CLOSING. NO NOVATION; RATIFICATION; CONFLICTS.
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AMENDMENT CLOSING. The Amendment Closing shall be deemed to have occurred upon (a) the execution and delivery by the Parties of this Amendment; (b) the payment by the Purchaser to the Sellers of the first Installment of the Modified Second Payment Amount in accordance with Section 1; (c) the issuance and delivery to the Sellers of the Second Payment Shares in accordance with Section 1; (d) the issuance and delivery to the Sellers of the Option Shares in accordance with Section 2; (e) the execution and delivery to the Purchaser of the stock certificates representing all of the Retained Interests in accordance with Section 2; and (f) each of the Sellers having executed and delivered to the Purchaser the representation letter contemplated by Section 6.
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AMENDMENT CLOSING 
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Related to AMENDMENT CLOSING

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • First Closing The First Closing shall have occurred.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, 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:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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