Common use of Closings; Closing Dates Clause in Contracts

Closings; Closing Dates. The initial completion of the sale and purchase of the Securities (the “Initial Closing”) shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the “Initial Closing Date”), at the offices of Xxxxxx + Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other time and place as the Company and Purchasers may agree. Each Purchaser acknowledges and agrees that the Company may issue and sell Securities after the Initial Closing; provided, that the aggregate number of Securities issued and sold pursuant to this Agreement will not exceed the number of Securities set forth in the Recitals hereto. The issuance and sale of any Securities after the Initial Closing will be for the same price per unit as the Securities sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities after the Initial Closing must be consummated within seven business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser purchasing Securities at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordingly.

Closings; Closing Dates. The initial completion of the sale and purchase of the Securities Shares and Warrants (the “Initial Closing”) shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 Article V (the “Initial Closing Date”), at the offices of Xxxxxx + Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other time and place as the Company and Purchasers Investors may agree. Each Purchaser Investor acknowledges and agrees that the Company may issue and sell Securities securities after the Initial Closing; provided, that the aggregate number of Securities Shares and Warrants issued and sold pursuant to this Agreement will not exceed the number of Securities Shares set forth in the Recitals hereto. The issuance and sale of any Securities securities after the Initial Closing will be for the same price per unit as the Securities securities sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities after the Initial Closing must be consummated within seven business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser Investor purchasing Securities the Shares and Warrants at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser Investor who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordinglyInvestor”.

Closings; Closing Dates. (a) The initial completion purchase and sale of the sale Units pursuant to Section 1.1 (the "First Closing") shall take place at the offices of Xxxxxx Xxxx & Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 1:00 p.m. local New York time on November 9, 1993 or at such other place and purchase time as may be agreed upon by the Company and the Investors (the "First Closing Date"). (b) In the event the Company does not at the First Closing sell and issue, and/or receive commitments to purchase, all 54,000 Units authorized herein to be issued and sold to the Investors, the Company may sell and issue additional Units at a subsequent closing (hereinafter referred to as the "Deferred Closing"), PROVIDED that such sales occur within 15 days of the Securities First Closing described in Section 2.1 above at the same price and on the same terms and conditions set forth herein and that the total number of Units shall not exceed the number of Units authorized to be sold at the First Closing and PROVIDED FURTHER that for purposes of such Deferred Closing, each of the conditions precedent set forth in Section 5.1 hereof shall be deemed to have been met without any further action necessary on the part of the Company or its counsel. At the Deferred Closing, upon execution of this Agreement, the Amended and Restated Co-Sale Agreement referred to in Section 5.1(g), and the Escrow Agreement (as defined in Section 5.1(q)), a purchaser shall become a party hereto and shall be included within the meaning of Investor hereunder and Schedule 1 shall be amended to include such Investor, without any further consent or action on the part of the Investors. (c) The purchase and sale of the Units pursuant to Section 1.2 (the “Initial "Second Closing”") shall take place at the offices of Xxxxxx Xxxx & Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be held agreed upon by the Company and the Investors at 9:00 a.m. 1:00 p.m. local New York time on such date (Central Timefollowing at least ten (10) business days' notice from the Company) as soon as practicable following the satisfaction all of the conditions set forth in Section 4 5.2 shall be satisfied or waived by Investors holding at least 66-2/3% in interest of the Units purchased by all Investors at the First Closing, but in no event later than November 1, 1994 (the “Initial "Second Closing Date”"), at the offices of Xxxxxx + Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxxxx 00000, or at such other time and place as the Company and Purchasers may agree. Each Purchaser acknowledges and agrees that the Company may issue and sell Securities after the Initial Closing; provided, that the aggregate number of Securities issued and sold pursuant to this Agreement will not exceed the number of Securities set forth in the Recitals hereto. The issuance and sale of any Securities after the Initial Closing will be for the same price per unit as the Securities sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities after the Initial Closing must be consummated within seven business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser purchasing Securities at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordingly.

Closings; Closing Dates. The Subject to the terms and conditions herein, the initial completion closing of the sale and purchase of the Securities redemption (the “Initial Closing”) shall be held at 9:00 a.m. occur promptly (Central Timeand in any event within three business days) as soon as practicable following the satisfaction closing of the conditions set forth Financing or such other date as agreed to between the Company and the holders of a majority in Section 4 voting power of the Stock (the “Initial Closing Date”). Thereafter, at subject to the offices terms and conditions herein, subsequent closings (each, a “Subsequent Closing” and, together with the Initial Closing, each a “Closing”) shall occur promptly (and in any event within three business days) after the closing of Xxxxxx + Jaclineach exercise by FBR of its option to purchase additional shares pursuant to the terms of the FBR Agreement (each, LLPa “Subsequent Closing Date” and, 000 Xxxxx 0 Xxxxxtogether with the Initial Closing Date, Xxxxx 000each a “Closing Date”). 1.1 Effective upon the Initial Closing, Xxxxxxxxxexcept as otherwise set forth in the Employment Agreement dated as of March 27, Xxx Xxxxxx 00000, or at such other time and place as 2007 between the Company and Purchasers may agree. Each Purchaser acknowledges and agrees that Rxxxxxx X. Xxxxxxx (the “Employment Agreement”), the Company may issue shall pay on the Initial Closing Date the respective Redemption Price, by check or wire transfer, to each Seller, and sell Securities the Attorney (as defined below) shall surrender and deliver to the Company for cancellation the stock certificates representing (a) all Class A Stock and (b) a number of shares of Class B Stock equal to (i) the net proceeds to the Company from the closing of Financing (after purchaser’s discount, placement fees and all other expenses related to the Financing) divided by (ii) the Redemption Price for the Class B Stock, such redeemed Class B Stock to be allocated among the Sellers in accordance with the number of shares of Class B Stock held by them immediately prior to such Initial Closing; provided, that for purposes of the aggregate number Employment Agreement, the Class B Stock to be redeemed from Mx. Xxxxxxx shall be allocated first, to the outstanding shares of Securities issued Class B Stock held by Mx. Xxxxxxx on the date hereof (other than the Unvested Shares, as defined in the Employment Agreement), second, to the Unvested Shares and sold third to any shares of Class B Stock purchased by Mx. Xxxxxxx pursuant to this Agreement will not exceed options outstanding on the number date hereof. The “Redemption Price” shall mean (A) with respect to each Share that is Class A Stock, an amount equal to $1,000 (as adjusted for any stock splits, stock dividends, recapitalizations, combinations or similar transactions with respect to the Class A Stock after the date hereof and on or prior to the Closing Date) plus all accrued or declared but unpaid dividends on such share of Securities set forth Class A Stock to and including the Closing Date, and (B) with respect to each Share that is Class B Stock, an amount equal to the net proceeds per share (after purchaser’s discount and placement fees, but before other expenses) to the Company in the Recitals hereto. The issuance and sale of any Securities after the Initial Closing will be for the same price per unit as the Securities sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities after the Initial Closing must be consummated within seven business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser purchasing Securities at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordinglyFinancing.

Closings; Closing Dates. The initial completion of the sale and purchase of the Securities Shares (the “Initial Closing”) shall be held at 9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the “Initial Closing Date”), at the offices of Xxxxxx + Jaclin, Lxxxx Lord Bissell & Liddell LLP, 000 300 X. Xxxxx 0 XxxxxXxxxxx, Xxxxx 000, Xxxxxxxxx0000, Xxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other time and place as the Company and Purchasers may agree. Each Purchaser acknowledges and agrees that the Company may issue and sell Securities Shares after the Initial Closing; provided, that the aggregate number of Securities Shares issued and sold pursuant to this Agreement will not exceed the number of Securities Shares set forth in the Recitals hereto. The issuance and sale of any Securities Shares after the Initial Closing will be for the same price per unit Share as the Securities Shares sold in the Initial Closing and on the terms provided for herein; provided, that all subsequent issuances and sales of Securities Shares after the Initial Closing must be consummated within seven five business days after the Initial Closing Date. At each closing after the Initial Closing (each closing pursuant to this Agreement being a “Closing” and the date of each such Closing being a “Closing Date”), each Purchaser purchasing Securities Shares at such Closing will become a party to this Agreement upon execution of a counterpart signature page or notice of adoption of this Agreement by such Purchaser who will thereupon become bound by the conditions of and entitled to the benefits of this Agreement as a “Purchaser” and Exhibit A automatically shall be updated accordingly.