Closings Delivery. (a) The purchase, sale and issuance of the Notes shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial Closing (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures on the date hereof, or at such other time and place as the Company and the Purchasers mutually agree, either orally or in writing.
(b) If less than all of the Notes are sold and issued at the Initial Closing, then the Company may sell and issue at one or more subsequent Closings (each a “Subsequent Closing”), on the same terms and conditions as those contained in this Agreement, up to the balance of the unissued Notes (the “Additional Notes”), and accompanying additional warrants (“Additional Warrants”) to one or more Persons (as defined below) as may be approved by the Company in its sole discretion (the “Additional Purchasers”), provided that (i) such Subsequent Closing is consummated on or before May 31, 2018, and (ii) each Additional Purchaser shall become a party to, and bound by, each of the Transaction Agreements (as defined below), in each case as of the date of such Subsequent Closing, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect each Additional Purchaser and the number of Additional Notes purchased, and Additional Warrants issued, or to be purchased, by each Additional Purchaser at each applicable Subsequent Closing, and each such Additional Purchaser shall be deemed a Purchaser for all purposes under this Agreement as of the date of such Subsequent Closing.
(c) At each Closing, the Company shall deliver to each Purchaser participating in such Closing the following: (i) an executed Agreement; (ii) an executed Note in the form attached hereto as Exhibit B; (iii) an executed Warrant in the form attached hereto as Exhibit C; (iv) an executed Security Agreement in the form attached hereto as Exhibit D (the “Security Agreement”); (v) an executed Intercreditor and Collateral Agent Agreement in the form attached hereto as Exhibit E (the “Intercreditor Agreement”); (vi) an executed Investors Rights Agreement in the form attached hereto as Exhibit F (the “Investors Rights Agreement”) representing the Note being purchased by such Purchaser at such Closing against payment of the purchase price therefor by wire transfer to the following bank account designated by the Company:
Closings Delivery. (a) The purchase and sale of the Stock (the "Closing") shall take ------- place at the offices of Xxxxxxx Coie LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx, at 1:00 p.m., on June 4, 1999, or at such other time and place as the Company and the Purchasers acquiring a majority of the Stock at the Closing mutually agree upon, orally or in writing (such date, the "Closing ------- Date"). ----
(b) At the Closing, the Company shall deliver to each Purchaser a certificate representing the Stock being purchased thereby against payment of the purchase price therefor by check, by cancellation of indebtedness, or by wire transfer to the Company's bank account.
Closings Delivery. The purchase and sale of the Shares shall take place at the offices of Perley-Robertson, Hill & McDougall LLP, 90 Sparks Street, 4th Xxxxx, Xxxxxx, Ontario K1X 0X0, xx 10:00 a.x., xx xxx 00xx xxx xx Xxx, 0000, xx xx xxxx xxxxx xime and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place shall be designated as the "Closing"). At the Closing, the Company shall deliver to the Purchaser, against payment of the purchase price by check or by wire transfer to the Company's bank account, the Shares to be purchased by the Purchaser and the Warrant to be issued to the Purchaser.
Closings Delivery. (a) The purchase and sale of 1,650,943 shares of the Stock shall take place at the offices of Venture Law Group, 0000 Xxxx Xxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, at 10:00 a.m., on May 26, 1998, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the "Initial Closing"). Subsequent closing(s) --------------- ("Subsequent Closing(s)") of the purchase and sale under this Agreement of up to --------------------- the remaining number of shares of Series B Preferred Stock authorized for issuance under the Restated Certificate may take place at a time agreed upon by the Company and the Purchasers participating in a particular Subsequent Closing (each such date, a "Subsequent Closing Date"), which shall occur in any event no ----------------------- later than August 26, 1998. As used herein, the term "Closing" shall refer collectively to the Initial Closing and each Subsequent Closing and the term "Closing Date" shall refer collectively to the date of the Initial Closing and each Subsequent Closing Date, as applicable.
Closings Delivery. (a) The first purchase and sale of the Shares shall occur on the date of this Agreement, or at such other time and place as the Company and the Purchasers listed in the Schedule of Purchasers under the caption “First Closing” (the “First Closing”) shall mutually agree.
(b) After the First Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement (each closing of any such sale, a “Subsequent Closing”) up to that number of Shares of Series B Preferred Stock equal to 13,996,591 less the number of shares of Series B Preferred Stock issued at the First Closing and any prior Subsequent Closing (the “Additional Shares”), to one (1) or more purchasers (the “Additional Purchasers”) reasonably acceptable to General Motors Ventures LLC (“GMV”), provided, however, that (a) no Subsequent Closing shall occur after March 31, 2023, (b) each Additional Purchaser becomes a party to the Transaction Agreements (as defined below) by executing and delivering a counterpart signature page to each of the Transaction Agreements; (c) the Company shall update the Schedule of Purchasers to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares; and (d) IMM Global Investment Limited (“IMM”) is an Additional Purchaser acceptable to GMV, but IMM shall not purchase an aggregate of more than 6,250,000 Shares. The term “Closing” shall apply to the First Closing and each such Subsequent Closing unless otherwise specified.
(c) At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness or other convertible securities of the Company, or by any combination of such methods.
(d) Each Closing shall take place by the remote and electronic exchange of documents and signatures.
(e) Notwithstanding the foregoing provisions of this Section 1.2, no Purchaser may purchase Shares unless counsel for the Company provides an opinion to the Company dated as of the date of the First Closing that the offer, issuance, sale and delivery of Shares to the Purchasers would not require registration under the Securities Act of 1933, as amended, the Puerto Rico Act No. 60 of June 18, 1963, as amended, also known as the Puerto Rico Uniform S...
Closings Delivery. (a) The issuance of and subscription to the ------------------ Shares hereunder shall take place at two closings (the "First Closing" and the "Second Closing", collectively referred to herein as the "Closings"), to be held on the date hereof (the "First Closing Date") and one week thereafter (the "Second Closing Date"), at the offices of Rosenman & Colin, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other places or on such other dates as the parties hereto may agree.
(b) On the First Closing Date, the Company shall deliver to the Investor certificates representing seventy percent (70%) of the Shares (1,680,000 shares of Common Stock) against payment of seventy percent (70%) of the Subscription Price ($1,260,000) by wire transfer to the following:
(i) $1,093,833 to IBJ Xxxxxxxx Bank & Trust Company, ABA # 000000000, Attention Xxxx Xxxxx, Loan Department, Ref: Linkon Corporation; and
(ii) $1,266,167 to Bank of New York for the account of the Company, ABA # 000000000, Account # 6300319422.
(c) On the Second Closing Date, the Company shall deliver to the Investor or its designee certificates representing the remaining thirty percent (30%) of the Shares (720,000) against payment of the balance of the Subscription Price ($540,000) by wire transfer to Bank of New York for the account of the Company, as follows: ABA # 000000000, Account # 6300319422. The Second Closing shall be subject to and conditioned upon (i) the representations and warranties of the Company being true and accurate in all material respects at that time as though made as of and at such time, and the delivery to the Investor or its designee of a certificate of the President of the Company to such effect and (ii) the designee of the Investor being made a party to the Registration Rights Agreement attached as Exhibit A hereto.
Closings Delivery. 2 2.1 Initial Closing................................................ 2 2.2 Delivery....................................................... 2 2.3
Closings Delivery. (a) Subject to satisfaction of the condition to closing in Sections 4 and 5 below, the purchase and sale of Initial Investor Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. on the date of this Agreement, or at such other time and place as the Company and Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). The Initial Closing shall occur on or before April 24, 2015.
(b) The Company shall deliver to Purchaser a certificate representing the Initial Investor Shares upon payment of the entire Initial Investment Amount by wire transfer to a bank account designated by the Company (“Delivery”).
(c) Subject to the terms herein, if the Purchaser pays the entire Option Investment Amount by wire transfer to a bank account designated by the Company on or before the Option Termination Date, the Company shall promptly deliver to Purchaser a certificate representing the Option Shares (“Option Closing”). The Initial Closing and the Option Closing are collectively referred to as the “Closing.”
Closings Delivery. Section 2 is hereby amended to add an additional subsection (d):
Closings Delivery. (a) The purchase and sale of the Shares hereunder will take place remotely via the exchange of documents and signature pages, concurrently with the closing of the IPO, or at such other time and place upon which the Company and Purchaser may agree, and will be subject to the satisfaction of all of the conditions set forth in Articles V and VI hereof (the “Closing”).
(b) At the Closing, the Company will deliver, against payment of the full Purchase Price for the Shares by wire transfer, irrevocable instructions to State Street Bank and Trust Company (the “Transfer Agent”) instructing the Transfer Agent to establish and credit a restricted book entry at such Transfer Agent evidencing the Shares in a segregated account established by the Transfer Agent for the Purchaser’s benefit and registered in the name of the Purchaser.
