Fifth Closing Sample Clauses

Fifth Closing. On June 1, 2011, the fifth closing of the purchase and sale of the Notes in the principal amounts set forth opposite each Investor’s name under the heading “Fifth Closing Principal Amount of Note” on the Schedule of Investors attached hereto (the “Fifth Closing” and each of the Fifth Closing, Fourth Closing, Third Closing, Second Closing and Initial Closing, a “Closing”) shall take place.
Sample 1Sample 2
AutoNDA by SimpleDocs
Fifth Closing. Upon the terms and subject to the conditions set forth in this Agreement, the fifth closing (the Fifth Closing ) shall take place within five (5) days following the Milestone Target Payment Date applicable to Milestone 4 upon the satisfaction of the conditions set forth in Section 5.2 and Section 6.2 applicable to the Fifth Closing (or such other time and place as the Parties may agree) (the Fifth Closing Date ). At the Fifth Closing, the following shall occur:
Sample 1
Fifth Closing. The fifth closing of the Transactions (the “Fifth Closing”) will take place by electronic or physical exchange of documents on the date of Sellers’ payroll payment that is closest to the middle of the month that is at least ten Business Days following the day on which Buyer obtains the Required Approvals from states covering 85% of the Business’ loan origination volume for the Transferring Jurisdiction anticipated to be included in the Fifth Closing as set forth in Schedule I, for the last twelve months preceding the Fifth Closing Date, unless another date is agreed to in writing by all of the Parties (provided that there are no Restraints preventing or prohibiting the consummation of the Fifth Closing) (the “Fifth Closing Date”); provided that such Closing will not occur until the month following the month in which the Fourth Closing occurs. Notwithstanding the foregoing, for Tax and accounting purposes, the Fifth Closing will be deemed to occur and be effective as of 12:01 a.m. (New York City time) on the Fifth Closing Date (the “Fifth Closing Effective Time”).
Sample 1
Fifth Closing. Subject to the terms and conditions of this Agreement, and subject to adjustment pursuant to Section 2.1(f) below, on the Fifth Closing Date, as defined in Section 2.2(e) below, the Company agrees to issue and sell to the Purchasers, and the Purchasers agree to purchase from the Company, for an aggregate purchase price of Fifteen Million Dollars (USD $15,000,000) (the "Fifth Purchase Price"), a number of Common Shares (the "Fifth Closing Shares") equal to [*].
Sample 1
Fifth Closing. Four Hundred Thousand Dollars ($400,000), conditioned on the Company, and either Xxxxxx X’Xxxxx or SKS Consulting certifying, in writing, in a form satisfactory to the Buyer(s), that the Company has achieved at least $190,543 in net revenue for the time period August 1, 2007, to September 30, 2007 (the “Third Quarter Revenue Certification”).. Closing Date for the Fifth Closing shall be within five (5) business days of the date of receipt by the Buyer(s) of the final required Third Quarter Revenue Certification. Sixth Closing:
Sample 1
Fifth Closing. Subject to the terms and conditions of this Agreement, and subject to adjustment pursuant to Section 2.1(f) below, on the Fifth Closing Date, as defined in Section 2.2(e) below, the Company agrees to issue and sell to the Purchasers, and the Purchasers agree to purchase from the Company, for an aggregate purchase price of Fifteen Million Dollars (USD $15,000,000) (the "Fifth Purchase Price"), a number of Common Shares (the "Fifth Closing Shares") equal to the Fifth Purchase Price divided by an amount equal to the average of the intra-day high sale price per Common Share as reported on the Principal Trading Market for each of the fifteen (15) consecutive Trading Days ending [*] Trading Days before the Fifth Closing Date (or, if no such sale was made on any such Trading Day, the average of the closing bid and asked prices of the Common Shares on such Trading Day) (the "Fifth Closing Average Price"); provided, that in no event shall the Fifth Closing Average Price exceed one-hundred and fifteen percent (115%) of the average of the last reported sale price of the Common Shares on the Principal Trading Market on each of the twenty-five (25) consecutive Trading Days ending [*] Trading Days before the Fifth Closing Date.
Sample 1
Fifth Closing. The obligation of the Investor to effect the Fifth Closing is subject to the satisfaction of the first to occur of (a) the dosing of the first patient in a Company-sponsored treatment-phase clinical trial of PRO045 and (b) the dosing of the first patient in a Company-sponsored treatment-phase clinical trial of PRO053, no later than December 31, 2015 (the “Fifth Closing Pre-Condition”). The Company will use its commercially reasonable best efforts to satisfy the Fifth Closing Pre-Condition on or before June 30, 2015. Within thirty (30) days of receipt from the Company of notice of the satisfaction of the Fifth Closing Pre-Condition (which shall be provided within three business days of satisfaction of the condition and which shall include evidence reasonably satisfactory to Investor), the closing of the issuance and sale of the Fifth Tranche Note shall take place at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other time or place as the Parties shall mutually agree (the actual date being referred to herein as the “Fifth Closing Date”).
Sample 1
AutoNDA by SimpleDocs
Fifth Closing. Unless otherwise agreed to by both of the Purchasers, the closing of the purchase of the Shares and under this Agreement pursuant to Section 1.2(e) by the Purchasers and all related transactions contemplated hereby (the “Fifth Closing”; the First Closing, the Second, the Third Closing, the Fourth Closing and the Fifth Closing are sometimes referred to herein collectively as the “Closings” and individually as a “Closing”) shall take place at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, on a business date (such date shall hereinafter be referred to as the “Fifth Closing Date”; the First Closing Date, the Second Closing Date, the Third Closing Date, the Fourth Closing Date and the Fifth Closing Date are sometimes referred to herein collectively as the “Closing Dates” and individually as a “Closing Date”) within thirty (30) days following the date upon which each of the Purchasers provide written notice to the Company that each of the following events has occurred: (i) a final study report for the phase IIa clinical trial for AN-117/MT-210 has been delivered to each Purchaser; (ii) each Purchaser has determined that the results of such phase IIa clinical trial warrant the continued development of AN-117/MT-210; and (iii) the agreement by the Purchasers, in each of their sole discretion, on the use of the proceeds for the funds to be raised by the Fifth Closing (the “Fifth Closing Approval”). Upon the occurrence of a Fifth Closing Approval, the Company shall promptly send to each Purchaser written notice thereof and the date of the Fifth Closing. Each of the Purchasers shall in such event deliver to the Company the aggregate amount of the purchase price for the Shares to be purchased at the Fifth Closing by each Purchaser by wire transfer or cashier’s check, and the Company shall deliver to each Purchaser certificates representing either the number of Shares acquired. If at the Fifth Closing any of the conditions or obligations specified in Section 5.1 below shall not have been fulfilled, each Purchaser shall, at its election, be relieved of all of its obligations under this Agreement without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment.
Sample 1

Related to Fifth Closing

  • First Closing The First Closing shall have occurred.

  • 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 (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • 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:

  • IPO Closing The closing of the IPO shall occur substantially concurrently with the Closing.

  • The Initial Closing Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

Time is Money Join Law Insider Premium to draft better contracts faster.