Fourth Closing. (i) Solely in the event that the Second Closing Trigger Event, the Initial Second Closing and the Third Closing shall have previously occurred (or, in the case of the Third Closing, shall occur contemporaneously with the Fourth Closing), the Company shall have the right, but not the obligation, to request that the Fourth Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Fourth Closing Notes prior to the Fourth Closing Deadline in accordance with this Section 2.1(d).
(ii) In the event that the Company desires to request that the Fourth Closing Investors purchase the Fourth Closing Notes pursuant to this Section 2.1(d), the Company shall deliver each Fourth Closing Investor written notice of such request (a “Fourth Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Fourth Closing Deadline, which Fourth Closing Request shall (x) sets forth that the aggregate principal amount of such Fourth Closing Notes that the Company requests to sell to the Fourth Closing Investors at the Fourth Closing, shall be $10,000,000, (y) set forth the Company’s irrevocable offer to sell the Fourth Closing Notes specified in the Fourth Closing Request to the Fourth Closing Investors in accordance with this Section 2.1(d), and (z) specify the closing date for such sale of Fourth Closing Notes hereunder (the “Fourth Closing Date”), which Fourth Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Fourth Closing Election Notice to the Company, and (B) shall not be later than the Fourth Closing Deadline.
(iii) In the event that the Company shall timely deliver a Fourth Closing Request to the Fourth Closing Investors in accordance with the foregoing, each Fourth Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Fourth Closing Request (which amount shall be allocated among the Fourth Closing Investors in proportion to the principal amount set forth across from such Fourth Closing Investor’s name under the heading “Principal Amount of Fourth Closing Note” on the Schedule of Investors (with respect to any particular Fourth Closing Investor, such Fourth Closing Notes are herein referred to as such Fourth Closing Investor’s “Applicable Fourth Closing Notes”). In the event that any Fourth Closing Investor desires to purchase such Fourth Cl...
Fourth Closing. On May 2, 2011, the fourth closing of the purchase and sale of the Notes in the principal amounts set forth opposite each Investor’s name under the heading “Fourth Closing Principal Amount of Note” on the Schedule of Investors attached hereto (the “Fourth Closing”) shall take place.
Fourth Closing. The date and time of the Fourth Closing (the “Fourth Closing Date,” and together with the First Closing Date, the Second Closing Date, and the Third Closing Date, each, a “Closing Date”) shall be on the sixtieth (60th) calendar day after the Third Closing Date (or, if such date is not a Trading Day, the immediately succeeding Trading Day), subject to the satisfaction or waiver of the conditions to the Fourth Closing set forth in Section 6(d) and Section 7(d) below (or such other date as is mutually agreed to by the Company and each Buyer), as evidenced by a written notice by the Company to each Buyer at least three (3) Business Days prior to such Fourth Closing Date (or by such Buyer to the Company, if the Company fails to timely deliver such notice) (as applicable, the “Fourth Closing Notice”). For the avoidance of doubt, (x) the Company shall not be entitled to effect a Fourth Closing if on the Fourth Closing Date there is an Equity Conditions Failure (as defined in the First Notes) (unless such Equity Conditions Failure has been waived in writing by the Buyers) and (y) if some, but not all, of the Buyers waive an applicable Equity Conditions Failure or other condition to the Fourth Closing, the Fourth Closing shall occur solely with respect to such waiving Buyers. If the Fourth Closing has not occurred on or prior to August 15, 2016, no Fourth Closing shall occur hereunder.”
5. Amendment to Section 1(c)(iii). Section 1(c)(iii) of the Original Agreement is hereby amended and restated as follows:
Fourth Closing. The consummation of the purchase and sale of the Purchased Shares pursuant to Section 2.4 (the "Fourth Closing") shall, subject to the satisfaction of the conditions set forth in Article 0, xxxx place within thirty (30) days after the written notice referenced in such Section regarding the occurrence of the Fourth Closing Milestone, as specified in writing by Investor, or on such other date as the parties may agree (the "Fourth Closing Date").
Fourth Closing. On the terms and subject to the conditions of this Agreement, on September 29, 2000 (the "FOURTH CLOSING DATE") KLM agrees to transfer, assign and deliver to NWA Corp., against payment by NWA Corp. to KLM of $491,020,690.86 in immediately available funds, 10,055,335 Shares (reflecting a Per Share Price of $48.831858), comprised of (i) a certificate or certificates representing the Common Stock or other securities included within such Shares, and (ii) any and all cash or other property, if any, included within such Shares, and NWA Corp. agrees to purchase the Common Stock and/or other property comprising such Shares and make such payment to KLM against delivery of the certificates and/or other property comprising such Shares on the Fourth Closing Date. Any certificates included in such Shares shall be duly endorsed in blank or accompanied by stock powers duly executed in blank, with all necessary stock transfer stamps affixed.
Fourth Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(d) and 7(d) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Fourth Closing Date (as defined below) a Fourth Note in the original principal amount as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers along with Fourth Warrants to initially acquire up to that aggregate number of Fourth Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Warrants (the “Fourth Closing”).
3. Amendment to Section 1(b)(iii). Section 1(b)(iii) of the Original Agreement is hereby amended and restated as follows:
Fourth Closing. The obligation of the Investor to effect the Fourth Closing is subject to drisapersen being made available to U.S. trial participants no later than December 31, 2015 (the “Fourth Closing Pre-Condition”). The Company will use its commercially reasonable best efforts to satisfy the Fourth 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 Fourth 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 Fourth 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 “Fourth Closing Date”).
Fourth Closing. Within 3 Trading Days of the later of the Third Closing Date and the date that the Registration Statement has been declared effective, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to 110% of such Purchaser’s Subscription Amount as to the Fourth Closing as set forth on the signature page hereto executed by such Purchaser, as determined pursuant to Section 2.2(a) (the “Fourth Closing”). On the Fourth Closing Date, each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the Fourth Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Fourth Closing.
Fourth Closing. On the Fourth Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of three hundred thousand and no/100 dollars ($300,000.00) in principal amount of the Debentures. Subject to the terms and conditions herein, upon the determination by the Company for a Fourth Closing at any time after the initial Closing Date and before the 12 month anniversary of this Agreement, the Company shall deliver written notice to each Purchaser of the Closing (“Fourth Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Fourth Closing shall occur at the offices of WS or such other location as the parties shall mutually agree within 10 Trading Days from the date of the Fourth Closing Notice (but, unless waived by the Purchasers, prior to the 12 month anniversary of the date of this Agreement.
Fourth Closing. On the Fourth Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Fourth Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser (an aggregate of $200,000) in principal amount of the Debentures. At the Fourth Closing, each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Fourth Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Fourth Closing. Subject to the terms and conditions herein, upon the determination by the Company for a Fourth Closing at any time after June 1, 2012, provided that the Second Closing shall have occurred, and before October 19, 2012, the Company shall deliver written notice to each Purchaser of the Fourth Closing (“Fourth Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 for the Fourth Closing and the review to the satisfaction of the Purchaser of such documents and certifications provided pursuant to Sections 2.2 and 2.3, the Fourth Closing shall occur at the offices of FR or such other location as the parties shall mutually agree within 5 Trading Days from the date of the Fourth Closing Notice.
