Initial Closing; Delivery. (i) On the Closing Date, subject to the terms and conditions hereof: (a) EIS shall pay the Initial Purchase Price by wire transfer of U.S.$17.015 million to an account designated in writing by the Company ; (b) the parties hereto shall execute and deliver to each other, as applicable, (A) certificates representing 1,000 shares of Series A Preferred Stock and 344,116 shares of Common Stock, (B) the Warrant, (C) the Company Registration Rights Agreement, (D) the Newco Registration Rights Agreement, (E) the JDOA, (F) the Certificate of Designations as filed with the Secretary of State of the State of Delaware, (G) the License Agreements, (H) a customary secretary's certificate from the secretary of the Company, including a certificates as to the incumbency of the officers of the Company executing any of the Transaction Documents, (I) certificates as to the incumbency of the officers of EIS and EPIL executing any of the Transaction Documents and (J) any other documents or instruments reasonably requested by a party hereto; and (c) the Company shall cause to be delivered to EIS an opinion of counsel in the form attached hereto as Exhibit E.
Initial Closing; Delivery. Subject to the terms and conditions of this Agreement, the purchase, sale and issuance of the Series C-1 Shares 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 on November 12, 2010 at the offices of the Company, or at such other place as shall be designated by the Company. If less than all of the Series C-1 Shares are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at a subsequent closing (the “Subsequent Closing”), within sixty (60) days after the Initial Closing, up to the balance of the unissued Series C-1 Shares to such persons or entities as may be approved by the Company and a majority of the Investors purchasing shares at the Initial Closing. Any such sale and issuance in the Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Restated Shareholders Agreement (as defined below) without the need for an amendment to any of the Transaction Agreements except to add such person’s or entity’s name to the appropriate exhibit to such agreement, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the Subsequent Closing. The Subsequent Closing shall take place at such date, time and place as shall be approved by the Company and a majority of the Investors purchasing shares at the Initial Closing. Immediately after each Closing, the Schedule of Investors will be amended to list the Investors purchasing Series C-1 Shares hereunder and the number of Series C-1 Shares issued to the Investors hereunder at each such Closing. The Company will furnish to the Investors copies of the amendments to the Schedule of Investors referred to in the preceding sentence. At the Closing, the Company and each Investor for such Closing will execute counterpart signature pages to the Transaction Agreements and the Company shall deliver (i) a certificate registered in such Investor’s name representing the number of Purchased Shares that such Investor is purchasing as of such Closing against payment of the Subscription Price therefor, as set forth in the column designated “Aggregate Subscription Price” opposite such Investor’s name on Exhibit A and (ii...
Initial Closing; Delivery. On the Initial Closing Date, subject to ------------------------ the terms and conditions hereof and applicable regulatory approvals, (i) EIS shall pay the Initial Purchase Price by wire transfer to an account designated by the Company, (ii) the parties hereto shall execute and deliver to each other, as applicable: (A) certificates for the Series A Preferred Stock; (B) the Warrants; (C) the Company Registration Rights Agreement; (D) the Newco Registration Rights Agreement; (E) the JDOA; (F) the Certificate of Designations, as filed with the Secretary of State of the State of Delaware; (G) the License Agreements; (H) the Funding Agreement; (I) certificates as to the incumbency of the officers of the Company executing any of the Transaction Documents; and (J) any other documents or instruments reasonably requested by a party hereto and (iii) the Company shall cause to be delivered to EIS an opinion of counsel in the form attached hereto as Exhibit H. ---------
Initial Closing; Delivery. (a) The purchase and sale of the Initial Shares (the “Initial Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or remotely via the exchange of documents and signatures) on the date of this Agreement or at such other time, date and place as are mutually agreeable to the Company and the Purchasers (the “Initial Closing Date”).
Initial Closing; Delivery. At the Initial Closing, the Company shall deliver to each of the Purchasers, against payment by each such Purchaser of the purchase price related thereto: (i) one or more certificates representing the Shares to be purchased by such Purchaser, duly issued and in a form sufficient to vest title thereto fully in such Purchaser; (ii) a Note, in the aggregate principal amount to be purchased by such Purchaser, substantially in the form of Exhibit A hereto; (iii) a Series A Warrant representing the right of such Purchaser to purchase the number of shares of Common Stock provided for on Schedule 2.1, substantially in the form of Exhibit B hereto; and (iv) a Series B Warrant representing the right of such Purchaser to purchase the number of shares of Common Stock provided for on Schedule 2.1, substantially in the form of Exhibit C hereto.
Initial Closing; Delivery. On the Initial Closing Date, subject to the terms and conditions hereof:
Initial Closing; Delivery. On or before the Initial Closing Date, ------------------------ subject to the terms and conditions hereof:
Initial Closing; Delivery. The initial sale and purchase of the Notes and Warrants shall take place in a closing (the "Initial Closing") to be held on _________, 2011 at the offices of Smith, Anderson, Blount, Dorsett, Xxxxxxxx & Xxxxxxxx, L.L.P., 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxxx 00000, at 3:59 p.m. Eastern time, or at such other time and place upon which the Company and the Investors mutually agree. At the Initial Closing, the Company will deliver to each of the Investors, the respective Note and Warrant to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on Exhibit A hereto under the heading "Initial Closing" in the form of a check payable to the Company or wire transfer of immediately available funds to the Company. Each of the Notes and Warrants will be registered in such Investor's name in the Company's records.
Initial Closing; Delivery. On the Initial Closing Date, subject to ------------------------ the terms and conditions hereof: (i) EIS shall pay the Initial Purchase Price by wire transfer of U.S.$16,015,000 to an account designated in writing by the Company ; (ii) the parties hereto shall execute and deliver to each other, as applicable, (A) certificates representing 12,015 shares of Series C Preferred Stock, (B) certificates representing 825,000 shares of Incara Common Stock, (C) 28,457 shares of Series B Preferred Stock, (D) the Warrant, (E) the Company Registration Rights Agreement, (F) the Newco Registration Rights Agreement, (G) the JDOA, (H) the Certificate of Designations as filed with the Secretary of State of the State of Delaware, (I) the License Agreements, (J) a customary secretary's certificate from the secretary of the Company, including a certificates as to the incumbency of the officers of the Company executing any of the Transaction Documents, (K) certificates as to the incumbency of the officers of EIS and EPIL executing any of the Transaction Documents and (L) any other documents or instruments reasonably requested by a party hereto; and (iii) the Company shall cause to be delivered to EIS and EPIL an opinion of counsel in the form attached hereto as Exhibit F. ---------
Initial Closing; Delivery. (a) The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. Central Time on the date hereof or at such other time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.
