Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Bor...
Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.
Subsequent Closings. Subject to the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Subsequent Closings. At any time after September 30, 2016, the Company may from time to time request that the Purchasers purchase up to the balance of Thirty Million Dollars ($30,000,000) in value of Series D Preferred Stock not previously issued and sold at the First Closing in Five Hundred Thousand Dollars ($500,000) increments. Any such request shall be delivered in writing to the Purchasers who then hold Series D Preferred Stock, and such requested amount shall be offered pro rata to the Purchasers who then hold Series D Preferred Stock. Within ten (10) business days after any such written request is delivered to the Purchasers, the Purchasers who desire to fulfill such request shall respond to the Company in writing indicating the amount of such requested amount such Purchaser is willing to purchase from the Company. Any such additional purchase shall be in the discretion of each Purchaser. Further, any such additional purchase may be allocated by any such Purchaser among one or more of its funds, in its discretion. If one or more Purchasers agree(s) to purchase additional amounts pursuant to this Section 1.3.2, then the Schedule of Purchasers shall be amended to reflect the amount so purchased by each such Purchaser and the date of such closing (each, a “Subsequent Closing,” and together with the First Closing, the “Closings”). Subsequent Closings shall be held at such time and place as shall be mutually agreed upon by the Company and the Purchasers who are participating in such Subsequent Closing. For purposes of this Agreement, unless the context otherwise requires, the term “Closing” shall refer, with respect to each Purchaser, to the date of the specific closing at which such Purchaser purchases shares of Series D Preferred Stock and delivers to the Company the purchase price therefor. At a Closing, each applicable Purchaser shall deliver to the Company by check or wire transfer of immediately available funds the amount indicated opposite such Purchaser’s name on the Schedule of Purchasers, and the Company shall deliver to each such Purchaser an originally executed certificate representing the shares of Series D Preferred Stock so purchased. The Purchasers expressly acknowledge that the Company may, in its discretion, issue and sell less than or up to Thirty Million Dollars ($30,000,000) in value of the Series D Preferred Stock, as determined by the Board of Directors of the Company in its sole and absolute discretion; provided, however, that Woodford Investment Mana...
Subsequent Closings. The Company expects to hold closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) and issue additional Shares (including Shares of any New Class (as defined below)) to any Member (including any Additional Member (as defined below)) on terms and conditions as determined by the Board (as defined below); provided, however, that no Member shall be required to purchase such additional Shares. Members will be required to fund drawdowns to purchase additional Shares of the Company up to the amount of their respective Capital Commitments each time the Company delivers a drawdown notice, which will be at least ten (10) Business Days prior to funding (“Drawdown Notice”). The Company intends to solicit subscriptions for additional Capital Commitments for a period of five years from October 31, 2023 (the date that the Company first issued a Drawdown Notice, the “Initial Investment Period”), after which the Company expects to conduct a Liquidity Event, as defined below. Investment Period may be extended by the Board as it may deem appropriate. If the Company enters into a Subscription Agreement with one or more investors after the initial capital drawdown from investors (the “Initial Drawdown” and the date on which the Initial Drawdown occurs, the “Initial Drawdown Date”), each such investor may, at the discretion of the Board, be required to make purchases of Shares (each, a “Catch-Up Purchase”) on one or more dates to be determined by the Company. The aggregate purchase price of the Catch-Up Purchases will be equal to an amount necessary to ensure that, upon payment of the aggregate purchase price, such investor will have contributed the same percentage of its Capital Commitment to the Company as all Members whose subscriptions were accepted at previous closings. Catch-Up Purchases will be made at a per-share price as determined by our Board (including any committee thereof), which price will be determined prior to the issuance of such Shares and in accordance with the limitations under Section 23 of the Investment Company Act. In order to more fairly allocate organizational and other expenses among all of our Members, investors subscribing after the Initial Drawdown may be required to pay a price per share above net asset value reflecting a variety of factors, including, without limitation, the total amount of our organizational and other expenses amortized and/or incurred between the date of t...
Subsequent Closings. In the event that the Maximum Amount is not raised at the First Closing, the Company and the Lead Placement Agent may mutually agree to have one or more subsequent closings of the Offering (each, a “Subsequent Closing”) until the Maximum Amount is raised. At each Subsequent Closing, the Company agrees to issue and sell to each Investor who executes a signature page hereto, and each such Investor agrees, severally and not jointly, to purchase from the Company such number of Units set forth on such Investor’s signature pages attached hereto. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place within the time periods set forth in the Memorandum. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Subsequent Closings. Except as otherwise provided herein, with respect to subsequent Closings the agreed-upon Development Costs for the collaborative development of Pimagedine Products in the United States shall be funded in advance by purchases of Series H Preferred Stock. Subject to the other terms of the License Agreement, such funding and Closings shall begin three (3) days after the later of the date on which (i) the National Association of Securities Dealers, Inc. has advised the Company in writing that the concerns raised in its letter of January 29, 1998 to the Company's counsel have been satisfactorily resolved and (ii) the Company's 1998 Annual Meeting of Stockholders is held (the "First Series H Closing") and such Closings shall continue on a quarterly basis thereafter on October 1, 1998, January 2, 1999, April 1, 1999, July 1, 1999 and October 1, 1999 (or such other dates as are provided herein), with the final Closing on January 2, 2000, or such other date on which the aggregate purchase price of the Series H Preferred Stock purchased hereunder equals the lesser of (i) $48,000,000, or (ii) the amount of total Development Costs agreed-upon under Section 3 of the License Agreement, provided, however, that if the stockholders of the Company have not, prior to October 1, 1998, approved the elimination of the limitations (the "Limitations") contained in Sections 1 and 2 of the Amendment to Stock Purchase Agreement and Development Collaboration and License Agreement dated as of April 29, 1998 (the "Amendment"), the first quarterly Closing subsequent to the First Series H Closing shall occur on the earlier of (i) three (3) days after the date on which the stockholders of the Company approve the removal of the Limitations or (ii) sixty (60) days after the date on which data from the Company's ACTION I trial are unblinded to the Purchaser (the "Data Release Date"). Notwithstanding any other provision of this Agreement, the License Agreement or the Amendment, if at any time prior to the expiration of the sixty (60) day period following the Data Release Date the Purchaser gives the Company notice that it is terminating the License Agreement in its entirety under Section 10.5 thereof and the stockholders of the Company have not, prior to the date such termination notice is given, approved the removal of the Limitations, then a final Closing (the "Final Closing") will be held ten (10) days after the delivery of such termination notice and thereafter, except as otherwise provid...
Subsequent Closings. The Company and the Placement Agent may continue to offer and accept subscriptions for the Units and conduct additional closings (each, a “Subsequent Closing”) for the sale of such Units after the First Closing and until the termination of the Offering. Unless earlier terminated by agreement of the Company and the Placement Agent, this Offering will continue until May 27, 2014. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place no later than May 27, 2014. The date of any subsequent closing is referred to as a “Subsequent Closing Date.” Notwithstanding the foregoing, no more than the Maximum Amount of Units will be sold at the First Closing and all Subsequent Closings. The First Closing and any applicable Subsequent Closings are each referred to in this Subscription Agreement as a “Closing.” The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.”
Subsequent Closings. On the final business day of each of the eight (8) months beginning in February 2007 and ending in September 2007 (each, a “Funding Date”), the Company shall issue and sell to the Buyers and the Buyers severally agree to purchase from the Company an aggregate of One Hundred Thousand Dollars ($100,000) principal amount of Notes and Warrants to purchase an aggregate of 1,000,000 shares of Common Stock. On each Funding Date, the Buyers will transfer an aggregate of $100,000 by wire transfer of immediately available funds to the Company. In addition, on each Funding Date, an authorized officer of the Company shall deliver to the Buyers a closing certificate in form and substance satisfactory to the Buyers. Notwithstanding the foregoing, either the Company or a majority-in-interest of the Buyers may terminate their obligations under this Section 1(d) upon thirty (30) days written notice to the other party.
Subsequent Closings. In the event the Investors do not purchase Notes representing the full Note Principal Amount at the Initial Closing, then, subject to the terms and conditions hereof, the Company may sell and issue at one (1) or more subsequent Closings (each, a “Subsequent Closing”), at such time(s) and place(s) as determined by the Company, in its sole discretion (a “Subsequent Closing Date”), up to the balance of the unissued Notes. The Company may conduct such Subsequent Closings until the earlier to occur of: (1) such time as Notes representing the full Note Principal Amount have become subscribed for, and purchased by, the Investors; or (2) October 31, 2019.
