Deferred Closing Sample Clauses

Deferred Closing. (a) The completion of the purchase and sale of the 2nd Installment Shares (the “Deferred Closing”) shall occur at the offices of Txxxxxxx Sxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, within 14 days from the Company’s filing with the United States Securities and Exchange Commission (the “SEC”) of its Form 10-Q for the fiscal quarter ended March 31, 2010 (the “Q1 Financial Statements”), or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Deferred Closing set forth in Sections 3.2(b) and 3.2(c) below have been satisfied or waived by the appropriate party (the “Deferred Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the 2nd Installment Shares and the 2nd Installment Warrant, and deliver the stock certificate and the 2nd Installment Warrant to the Purchaser at the Deferred Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of the 2nd Installment; and (ii) each of the representations and warranties of the Purchaser made herein shall be true and correct in all material respects (except for those representations and warranties that are qualified by Material Adverse Effect, which shall be true and correct in all respects) as of the Deferred Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date. (c) The Purchaser’s obligation to accept delivery of the 2nd Installment Shares, the stock certificate and the 2nd Installment Warrant, and to pay the 2nd Installment at the Deferred Closing, shall be subject to the completion of the Closing in all respects, and to the following conditions, any one or more of which may be waived by the Purchaser: (i) The Company shall have generated, for the period from January 1, 2009 to March 31, 2010, consolidated aggregate revenues (calculated in accordance with “generally accepted accounting principles” as shall be defined in the Q1 Financial Statements) of at least $2,000,000 from the sale of EMR Products (as defined below), of which at least $1,000,000 is generated (as shall be evidenced in writing to the Purchaser prior to the Deferred Closing Date) from sales of the Company (excluding sales by Abraxas Medical Solutions Ltd., a subsi...

Deferred Closing. At the Deferred Closing (as defined in Section 3.2), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth: (a) 3,581,089 shares of Common Stock (the “2nd Installment Shares” and, together with 1st Installment Shares, the “Shares”) for a purchase price per share equal to $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions) resulting in an aggregate purchase price of $1,999,966.50 (the “2nd Installment”), which reflects a pre-money valuation of the Company of $10,800,000 as of the Deferred Closing Date, on a Fully Diluted Basis; and (b) a warrant to purchase up to 1,193,696 shares of Common Stock (i.e., 33% of the 2nd Installment Shares) (the “2nd Installment Warrant Shares” and, together with the 2nd Installment Warrant Shares, the “Warrant Shares”) exercisable at $1.00 per share, for a period of three years from the Closing Date (the “2nd Installment Warrant” and, together with the 1st Installment Warrant, the “Warrants”,and the Shares, the Warrants and the Warrant Shares shall be collectively referred to as, the “Securities”), which warrant shall be substantially in the form set forth in Exhibit A-2 hereto. (c) If at the time of the Deferred Closing Date, the Company’s Board of Directors determines in good faith that the Company’s financial situation requires the Company to raise additional funds in a capital raising transaction (in addition to 2nd Installment), the Purchaser (in its capacity as a shareholder in the Company) hereby agrees not to object to such capital raising transaction and will agree to waive its participation right (as set forth in Section 8.14 below) in connection therewith; provided, that such capital raising transaction is with Persons who are shareholders of MediVision Medical Imaging Ltd., the parent entity of the Company (“MediVision”), on the date hereof, in an aggregate amount not to exceed $1,500,000, at a price per share not less than $0.55848 (subject to adjustment for reverse and forward stock splits and similar transactions), and without the provision of any special rights to such investors. For avoidance of doubt, nothing herein shall be deemed as an obligation of any Purchaser Director (as defined below) to vote in any manner at any meeting of the Company’s Board of Directors (the “Board”) concerning this matter and each such director shall serve ...

Deferred Closing. 3.1 Subject to the terms and conditions hereof, the Company may consummate an additional closing or series of closings (each, a "Deferred Closing") with an additional lender or lenders (each, an "Additional Lender" and collectively, the "Additional Lenders") on the same terms and conditions set forth in this Agreement; provided that any such Deferred Closings shall occur no later than forty five (45) days from the Closing. The aggregate amount to be extended by the Additional Lenders (the "Additional Credit Line Amount") shall, together with the Credit Line Amount that was deposited in the Escrow Account at the Closing, not exceed the maximum Credit Line Amount. Simultaneously with the consummation of a Deferred Closing, the Additional Lenders shall execute and deliver to the Company a joinder agreement in the form to be mutually agreed upon by the Company and the Majority Lenders until the Closing and to be attached as attached as Exhibit ‎3 hereto, pursuant to which each such Additional Lender shall become a party to this Agreement and for all purposes under this Agreement, the Additional Lender shall be deemed to be a "Lender" and the Additional Credit Line Amount shall be deemed to be part of the "Credit Line Amount." 3.2 Following each Deferred Closing (if any), the number of Ordinary Shares underlying the Credit Line Warrants shall be increased, such that following such increase, the number of Ordinary Shares underlying each Lender's Credit Line Warrants shall be equal to the number obtained by multiplying (i) such number of Ordinary Shares constituting 2% of the Company's share capital on a Fully Diluted Basis as of such Deferred Closing by (ii) the Fraction.

Deferred Closing. Five days after completion of the Milestone, each Investor will invest the remaining 75% of its respective portion of the Aggregate Purchase Price listed on Schedule 1 hereto. The issue and sale of the Purchased Shares, the purchase thereof by the Investors and the registration of the Purchased Shares in the names of the Investors in the share register of the Company, shall take place remotely via the exchange of documents and signatures, concurrently with the execution of this Agreement by all parties hereto (the “Deferred Closing”), on or at such other date, time and place as shall be mutually agreed upon by the Company and the Investors.

Deferred Closing. With respect to the Deferred Closing, the Milestone has been completed, meaning that Certificate of Designation has been filed with the State of Nevada and the waiting period has elapsed.

Deferred Closing. 1.5.1. During a period of 180 days following the Closing (the “Joinder Period”), additional investors, approved by the Board (each, a “Joining Party”), may subscribe to purchase additional Ordinary Shares of the Company at a price per share equal to the PPS or higher at one or more closings. The Parties agree that the Purchasers who purchased the shares at the Closing shall have a right to invest additional amounts at the PPS up to the Purchase Price before any other investor and/or shareholder of the Company that did not participate in the Initial Closing. Each such Joining Party shall execute a joinder to this Agreement (the “Joinder”). Following execution of each Joinder and the receipt of the amount invested by such Joining Party (each a “Deferred Closing”), the Company shall update Exhibit B to include each Joining Party, the number of Ordinary Shares being purchased, the amount being invested in consideration thereof, shall register such issuance in the Shareholders Register and shall report such issuance to the Israeli Registrar of Companies. Upon the completion of each Deferred Closing, each Joining Party at such Deferred Closing, shall be considered a “Purchaser” for the purposes herein, and shall be deemed to have entered this Agreement at the Closing for all intents and purposes, including for the purpose of receiving the representations and warranties of the Company and/or providing the representation and warranties of the Purchaser set forth herein. 1.5.2. In addition to the foregoing and not withstanding anything to the contrary herein, Srugo shall be entitled to invest, in priority to any Joining Party, at any time until the Deferred Closing, in addition to his respective Purchase Amount, an amount equal to the unsubscribed Purchase Amount at a price per share equal to the PPS. For avoidance of doubt such amount shall be part of the total Purchase Amount and not in addition to the total Purchase Amount.

Deferred Closing. In the event that any Equity Assets and/or Purchased Commercial Loans are deemed Deferred Assets pursuant to the terms of this Agreement, including Section 7.1 hereof, as of the Applicable Initial Closing Date, then the applicable closing (each, a "Deferred Closing") of the purchase (each, a "Deferred Transaction") of each of the Deferred Assets, shall be postponed until a date following the Applicable Initial Closing Date that is the later of (a) the date that is the last Thursday of the applicable calendar month (or in the case of a Deferred Closing occurring in November 2015, the last Tuesday of such calendar month) in which the Purchaser Parties are notified in writing by the Seller Parties that the Deferral Consent Condition with respect to the applicable Deferred Asset has been satisfied or waived, and (b) the date mutually agreed upon by the Parties with respect to the applicable Deferred Closing (each such date on which a Deferred Closing actually occurs, the "Deferred Closing Date"), at the New York City office of Xxxxx Lovells US LLP, unless another time, date or place is mutually agreed by the Seller Parties and the Purchaser Parties.

Deferred Closing. Buyer will cause the Closing to occur with respect to the Property identified on Exhibit A-1 on the Closing Date. The consideration required to close with respect to those Properties will be equal to the sum of the values of the properties set forth on Exhibit A-1 (less the value of any Excluded Properties) and Buyer will close with respect to those properties on the scheduled Closing Date. Buyer may, in its discretion, close on the properties identified on Exhibit A-2 by delivering to Escrow the sum of the values of the properties set forth on Exhibit A-2 (less the value of any Excluded Properties) on any day after January 15, 2014 and before January 31, 2014, and the consideration required to close with respect to those Properties will be the amount so delivered to Escrow.

Deferred Closing. In the event that all the conditions precedent in Clause 4.1 have been fulfilled or waived, save for one or more of those conditions precedent set out in Clause 4.1, (the “Deferred Conditions”), which relate only to the Shares of JV Eurecat, (the “Deferred Jurisdiction”), then: 6.5.1 the Closing shall proceed in terms of Clause 6.1 in respect of all other Shares and Businesses (other than the Deferred Jurisdiction) as if the Deferred Conditions were not conditions precedent to said Closing; 6.5.2 Closing in respect of the Deferred Jurisdiction shall commence at 11.00 CET on the last Business Day of the month in which the Parties receive notification of the satisfaction or waiver of the Deferred Conditions relating to the Deferred Jurisdiction (day of notification excluded), and shall take place in Amsterdam, the Netherlands, at the offices of Seller’s Lawyers, or at such other location, time or date as may be agreed between Seller and Purchaser, at which Closing Purchaser shall pay to Seller such amount as determined by written agreement between Seller and Purchaser, (the “Deferred Purchase Price”); 6.5.3 in respect of the Deferred Jurisdiction, references in this Agreement, excluding Clause 9.3, to the Closing or the Effective Time shall be deemed to be references to such deferred Closing and the end of the day on which such deferred Closing commences; 6.5.4 if, notwithstanding the Parties’ best efforts under Clause 4 and this Clause 6.5, any of the Deferred Conditions have not been satisfied or waived on or before the date set in Clause 6.4.1(ii)(b), this Agreement will cease to apply in respect of the Deferred Jurisdiction as if the Shares relating to such Deferred Jurisdiction were never included in the sale under this Agreement and: (i) Seller shall repay to Purchaser the amount equal to the difference between (a) the portion of the Bid Value allocated to the Deferred Jurisdiction by agreement between the Parties, and (b) the Deferred Purchase Price; and (ii) Purchaser shall have no obligation to pay the Deferred Purchase Price to Seller; and 6.5.5 the Parties shall co-operate to ensure that, until Closing occurs in respect of, or Clause 6.5.4 becomes applicable to, a Deferred Jurisdiction, services and commercial relations between, on the one hand, the Companies, Businesses and Joint Ventures in respect of which Closing does take place, and, on the other hand, the Joint Venture relating to the Deferred Jurisdiction, are maintained and rendered in the...

Deferred Closing. In accordance with Clause 5.4 of the Contribution Agreement, the JV Activities in Canada and the Nutreco JV Activities in Poland will be deferred activities (the “Deferred Activities”). Closing in respect of the Deferred Activities in Canada shall occur in accordance with the provisions of Clause 5.4 of the Contribution Agreement at the last day of the month following completion of the consultation process with the First Nations in British Columbia. Closing in respect of the Deferred Activities in Poland shall occur in accordance with the provisions of Clause 5.4 of the Contribution Agreement upon completion of the Nutreco disentanglement process in Poland.