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:
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”).
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."
Deferred Closing. During a period of 90 days following the Closing Date, the Parent may sell and issue, on the same terms and conditions as those contained in this Agreement, at one or more closings (each a “Deferred Closing”), additional Units , the “Additional Units”), in consideration per share equal to the Per Unit Price, to one or more investors (the “Additional Investor(s)”) for an aggregate purchase price that shall not exceed US$300,000 (three hundred thousand). As a condition to the issuance of such Additional Units, the Additional Investors shall become a party to this Agreement by executing and delivering a counterpart signature page or a joinder to this Agreement in a form reasonably acceptable to the Company. Exhibit A to this Agreement shall automatically be deemed to be updated to reflect the number of Additional Shares purchased at each such Deferred Closing and the Additional Investors. Thereafter, for all purposes under Transaction Documents, each Additional Investor shall be deemed to be an “Investor”, the “Additional Units” shall be deemed to be “Units”, and the additional purchase price for the Additional Units shall be deemed to be part of the “Purchase Price”. At each Deferred Closing, against payment by each Additional Investor, severally and not jointly, of its respective purchase price with respect to each Additional Unit purchased by it, the Parent shall deliver to each such Additional Investor a share certificate or book-entry confirmation representing such additional Shares and the Warrants, and register the additional Shares and the Warrants in the Company’s Shareholders Register.
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.
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. In the event that any Person whose Consent is required to effect the transfer of Philips’ direct and indirect interests in Advanced Semiconductor Manufacturing Corporation Limited or Philips Ji-Lin Semiconductors Co. Ltd. (“Ji-Lin”, and each, a “Third Party Consent Entity”) from Philips and its Affiliates to the Company or one of the Company Subsidiaries has not given such consent:
Deferred Closing. Operating Properties as to which a Substantial Condemnation or Substantial Casualty has occurred that cannot be cured prior to the Principal Closing Date will be excluded from the Principal Closing (any such Operating Property excluded or removed because it is subject to a Substantial Condemnation or a Substantial Casualty, an “Excluded Property”). The parties acknowledge that the BCR Sold Interests with respect to FCR Sports, LLC will not be transferred at the Principal Closing but will be included in a subsequent Closing (the “Deferred Closing”) at such time as all conditions precedent to the sale of such BCR Sold Interests have been satisfied. The BCR Entities will use commercially reasonable efforts to satisfy any conditions precedent to (including obtaining all third party consents required to be obtained in advance of) the transfer of the BCR Sold Interests with respect to FCR Sports, LLC pursuant to this Agreement. The Deferred Closing will be held at a date to be mutually agreed between the BCR Entities and Forest City, but not later than thirty (30) days after the date on which all conditions precedent to the transfer of the BCR Sold Interests with respect to FCR Sports, LLC have been satisfied (the “Deferred Closing Date”). The BCR Entities will advise Forest City on a regular basis of the progress in satisfying the as yet unmet conditions or circumstances to the Deferred Closing and will cooperate in scheduling the Deferred Closing Date as soon as practical after those conditions or circumstances are met. Notwithstanding the foregoing, in the event that the BCR Entities determine in good faith that they will not be able to satisfy all conditions precedent to the transfer of the BCR Sold Interests with respect to the Nets by June 30, 2007, the BCR Entities will notify Forest City in writing of such determination, this Agreement automatically will terminate with respect to the Nets, and neither Forest City nor the BCR Entities will have any further obligation hereunder in respect of the Nets, except as may expressly be provided to survive any such termination.
Deferred Closing. 2.1. 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 investor or investors (each an "Additional Investor" and together the "Additional Investors") on the same commercial terms as set out herein and provided that any such Deferred Closings shall occur no later than 90 days from the Effective Date. Such Additional Investors, together, shall be entitled to invest at the Deferred Closing(s) an aggregate amount that, together with the amounts invested at the Initial Closing, shall not exceed ten million U.S. dollars ($10,000,000). Each Additional Investor shall be entitled to receive:
