Closing; Delivery The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.
ORDERING AND DELIVERY 4.1 TRW shall only be obligated to issue orders during the Term for the contract quantities referenced in Appendix A . In the event that TRW provides Seller with a forecast or estimate of the quantity that may be ordered, Seller acknowledges that TRW shall not be obligated to submit an Order for any portion of such forecast other than as defined by the demand pull requirements, or as may be required by Appendix A. 4.2 TRW will price orders in accordance with the schedule in Appendix A. Appendix A is valid for the Term unless modified by mutual agreement. 4.3 TRW may elect to order Products in accordance with a demand-pull system as agreed by TRW. 4.4 Seller shall accept any Order issued consistent with any forecast provided by TRW (on behalf of NTI or Affliates) provided such Order is in accordance with this Agreement. This Agreement shall continue to apply to an Order issued during the Term until all obligations herein are performed. Notwithstanding that an Order does not refer to this Agreement, any Order issued by TRW for the Products referenced in Appendix A during the Term shall be deemed to have been issued pursuant to this Agreement unless the parties expressly agree to the contrary. 4.5 An Order shall set forth a description of the following: (a) Product, (b) price, (c) Delivery Location, (d) the location where the invoice shall be rendered for payment, (e) method of shipment, (f) quantity and (g) Delivery Date. The quantity and delivery date will be in accordance with the forecast. An Order or a Release shall not be issued for less than the Minimum Order Amount unless the parties expressly agree to a lower amount. 4.6 Seller shall have three (3) business days following receipt of an Order or a Release to acknowledge to TRW Seller's receipt of the Order or Release. The acknowledgment shall either confirm the Delivery Date or propose an alternate Delivery Date. If Seller recommends an alternate Delivery Date, then TRW shall within ten (10) days of its receipt of the alternate Delivery Date notify Seller that either the alternate Delivery Date is acceptable or that the Order or Release is canceled. 4.7 An Order or a Release shall be delivered complete unless notified in writing 3 days prior to shipment. Seller will attempt to ship every order complete . In the event that Seller fails to deliver a Product by the Delivery Date, TRW may, in addition to any other right available to it under this agreement and the law, cancel, without charge, the Order or applicable portion thereof. 4.8 Upon providing Seller at least thirty (30) days notice prior to the end of the Term, TRW shall have the right to extend the Term for the Option Period, in which event TRW and Seller shall have the rights and obligations in this Agreement during the Option Period, including, TRW's right to purchase at the prices set forth in Appendix A. 4.9 TRW may use Electronic Data Interchange "EDI" to issue an Order or a Release as agreed by TRW with Seller. 4.10 All preprinted terms and conditions contained in any Order are superseded by the terms and conditions of this Agreement.