Private Placement Closing. The closing of the Private Placement, if applicable (the “Private Placement Closing”), shall take place on the same day as the closing of the Qualified IPO (the “Private Placement Closing Date”) at the place specified in the Purchase Notice; provided, however, that: (i) if such purchase cannot be consummated on the Private Placement Closing Date by reason of any applicable order, judgment, decree or other legal impediment, then MERCK and/or ARCHEMIX may extend the Private Placement Closing Date to a date not more than [***] days after the applicable order, judgment, decree or other legal impediment has been satisfied; and (ii) if prior notification to or approval of any governmental body is required, or if any waiting period must expire or be terminated, in connection with such purchase, then (A) the relevant Party shall promptly cause to be filed the required notice or application for approval and shall cause such notice or application to be processed as expeditiously as possible, (B) the other Party shall cooperate with the filing Party in the filing of any such notice or application required to be filed and in the obtaining of any such approval required to be obtained, and (C) the Private Placement Closing Date shall be extended to a date not more than [***] days after the latest date upon which any required notification has been made, any required approval has been obtained or any required waiting period has expired or been terminated. The Private Placement Closing shall occur as follows: (i) On the Private Placement Closing Date, MERCK shall deliver to ARCHEMIX the Private Placement Purchase Price by wire transfer, in immediately available funds, to the bank account designated by ARCHEMIX in the Purchase Notice and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. ARCHEMX shall deliver to MERCK such number of ARCHEMIX Common Shares that is equal to the MERCK Private Placement Share Amount. (ii) At the Private Placement Closing, simultaneously with the delivery of the Private Placement Purchase Price, ARCHEMIX and MERCK shall deliver to each other, executed counterparts of the Common Stock Purchase Agreement set forth as Exhibit B.
Appears in 2 contracts
Samples: Collaborative Research and License Agreement (Nitromed Inc), Collaborative Research and License Agreement (Archemix Corp.)
Private Placement Closing. The closing of the Private Placement, if applicable applicable, (the “Private Placement Closing”), ) shall take place on the same day as the closing of the Qualified IPO (the “Private Placement Closing Date”) at the place specified in the Purchase Notice; provided, however, that: (iA) if such purchase cannot be consummated on the Private Placement Closing Date by reason of any applicable order, judgment, decree or other legal impediment, then MERCK Nuvelo and/or ARCHEMIX Archemix may extend the Private Placement Closing Date to a date not more than [***] ten (10) days after the applicable order, judgment, decree or other legal impediment has been satisfied; and (iiB) if prior notification to or approval of any governmental body is required, or if any waiting period must expire or be terminated, in connection with such purchase, then (A1) the relevant Party shall promptly cause to be filed the required notice or application for approval and shall cause such notice or application to be processed as expeditiously as possible, (B2) the other Party shall cooperate with the filing Party in the filing of any such notice or application required to be filed and in the obtaining of any such approval required to be obtained, and (C3) the Private Placement Closing Date shall be extended to a date not more than [***] ten (10) days after the latest date upon which any required notification has been made, any required approval has been obtained or any required waiting period has expired or been terminated. The Private Placement Closing shall occur as follows:
(i) On the Private Placement Closing Date, MERCK Nuvelo shall deliver to ARCHEMIX Archemix the Private Placement Purchase Price by wire transfer, in immediately available funds, to the bank account designated by ARCHEMIX Archemix in the Purchase Notice and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. ARCHEMX shall deliver to MERCK such number of ARCHEMIX Common Shares that is equal to the MERCK Private Placement Share AmountNotice.
(ii) At the Private Placement Closing, simultaneously with the delivery of the Private Placement Purchase Price, ARCHEMIX Archemix and MERCK Nuvelo shall deliver to each other, executed counterparts of the Common Stock Purchase Agreement set forth as Exhibit B.F and the Registration Rights Agreement set forth as Exhibit G.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Archemix Corp.), Collaboration and License Agreement (Nitromed Inc)