We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Subsequent Closings Clause in Contracts

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 Borrower and registered in the name of such Lender or its designee.

Appears in 5 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

Subsequent Closings. Subject to the satisfaction (terms and conditions of this Agreement, the Corporation may sell, on or waiver before March 15, 2014 to such other persons and entities as are acceptable to the Corporation, up to the total number of Shares that were not issued and sold by the Agent in its sole discretion) Corporation at the Initial Closing, together with Warrants for the purchase of a total number of shares of Common Stock equal to 25% of the number of shares issuable upon conversion of the Shares to be issued pursuant to this Section 4.2 (each sale and issuance of such remaining Shares and associated Warrants at any time after the Initial Closing Date being sometimes referred to herein as a “Subsequent Closing”). Any such sale shall be upon the same terms and conditions as those contained herein. Each such person or entity, by delivery of an executed Investor signature page to this Agreement, shall become a Subsequent Closing set forth party to this Agreement and, as a condition to such sale, such person or entity shall become a party to the Stockholders’ Agreement (as defined in Section 5.2 5.2(b)) by executing and further subject delivering to Section 10.2(a), each applicable Lender hereby promises the Corporation an Instrument of Adherence substantially in the form attached to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with Stockholders’ Agreement. Following the principal amount of Notes acquired execution and delivery by such Lender prior person or entity of an Investor signature page to this Agreement and of such Subsequent Closing (including, without limitation, at Instrument of Adherence to the Closing)Stockholders’ Agreement, such Lender’s Commitment. Subject person or entity shall become a party to this Agreement, shall have the satisfaction rights and obligations of an Investor hereunder, and shall be added to Schedule I hereto (or waiver together with all relevant information regarding the number of Shares, Warrant Shares and aggregate purchase price) without any further action by the Agent) Corporation or the other Investors. Pursuant to Sections 2.3 and 11 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 Existing Stockholders’ Agreement (as defined below), the Investors party to this Agreement and each Lender severallythe Stockholders’ Agreement who represent the Majority Investors under the Existing Stockholders’ Agreement hereby irrevocably waive, but not jointlyon behalf of all parties to the Existing Stockholders’ Agreement, agrees any pre-emptive rights or rights of first offer they may possess now or hereafter with respect to purchase from the Borrower on such Subsequent Closing Date, a principal amount sales of Notes in the amount each Lender has agreed in writing to pay in respect thereof, Shares and Warrants (and any related issuances of Reserved Common Shares and Warrant Shares) made pursuant to a Notice this Section 4.2. For convenience of Purchase and Sale. The closing (reference, each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 Initial Closing 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 Dateare sometimes hereinafter singly referred to as a “Closing” and, (i) each Lender shall pay its pro rata share of together, they are referred to as 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 Borrower and registered in the name of such Lender or its designee“Closings”.

Appears in 4 contracts

Samples: Series B 2 Convertible Preferred Stock and Warrant Purchase Agreement, Series B 2 Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.), Series B 2 Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.)

Subsequent Closings. Subject The obligation of each Lender hereunder to purchase Notes at a Subsequent Closing is subject to the satisfaction satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions: (or waiver a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its sole reasonable 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 except to the extent that such representation or warranty expressly relates to an earlier date, including the Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such issuance and purchase from of Notes. (c) After giving effect to such issuance and purchase of Notes, the Borrower an aggregate outstanding principal amount of additional the Notes would not to exceed, when aggregated with exceed the principal amount of Notes acquired by such Lender prior Maximum Commitment. (d) The funding date shall be a Permitted Issuance Date. (e) After giving effect to such Subsequent Closing (includingdraw, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) Debt-to-Equity Ratio 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 not be more than 9-to-1. (f) The Credit Parties shall have paid or reimbursed the Agent and sell the Lenders for all costs and expenses required to each Lender be paid or reimbursed by them on the applicable Subsequent Closing Permitted Issuance 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 Section 8.22 hereof. (g) The Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrower by the chief financial officer of the Borrower (or such other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrower as of a date no earlier than the end of the most recently ended fiscal month and no later date as is mutually agreed to than the day immediately preceding the funding date. The request by the Borrower and acceptance by the Agent). On each Borrower of the proceeds of any additional issuance and purchase of Notes made on a Subsequent Closing Date shall be deemed to constitute, as of such Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to a representation and warranty by the Borrower for that the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds conditions in accordance with the Borrower’s written wire instructions, this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of 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 purchasinggranting and continuance of Agent’s Liens, duly executed on behalf of the Borrower Lenders and registered in the name of such Lender or its designeeHolders, pursuant to the Transaction Documents.

Appears in 4 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

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 At any time prior to such Subsequent Closing (includingApril 1, without limitation2009, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) Board 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 Directors (the “Subsequent Closing Note Purchase PriceBoard”) of the Notes to be purchased by such Lenders at such Company may, in its discretion, request a subsequent closing (each, a “Subsequent Closing,” and, together with the Initial Closing, the Borrower shall issue and sell to each Lender on “Closings”); provided that (i) the applicable amount requested by the Company in any Subsequent Closing Date shall not exceed Two Million Dollars ($2,000,000.00) per Closing; (ii) the Company may not request more than two Subsequent Closings; and (iii) the request for a Subsequent Closing must be approved in writing by the Majority Investors (as defined below). In the event that a Subsequent Closing is triggered in accordance with this Section 2.2, and then, subject to Section 5, each Lender severallyInvestor (or its Affiliates, but not jointlydesignees or successor funds, agrees as the case may be) may, in its sole discretion, purchase a Security in the principal amount equal to the product of (i) the amount requested by the Company in the Subsequent Closing multiplied by (ii) the quotient obtained by dividing (a) such Investor’s Initial Closing Commitment by (b) the aggregate Initial Closing Commitment of all of the Investors (with respect to each Investor, the “Investor Allocation Ratio”) or in such other amounts as the Investors shall agree or in such lesser amount as such Investor, in its sole discretion, may elect. To the extent that any Investor fails to purchase from the Borrower on such Subsequent Closing Date, a its full principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, Securities pursuant to its Investor Allocation Ratio in 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 , then all other Investors purchasing Securities in such Subsequent Closing shall occur have the right (but not the obligation) to purchase such unsold Security amounts pursuant to their respective Investor Allocation Ratios or in such other amounts as the Investors shall agree. All sales 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 a Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, made on the date on which the terms and conditions set forth in Section 5.2 below shall be satisfied or waived this Agreement. In the event that a Subsequent Closing is triggered in accordance with this Agreement (or Section 2.2, the Subsequent Closing shall take place at such later date location and at such time as is mutually agreed to by the Borrower Company and the Agent). On each Subsequent Closing Date, (i) each Lender Majority Investors 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 Borrower and registered in the name of such Lender or its designeemutually agree.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Anesiva, Inc.), Securities Purchase Agreement (Interwest Partners Viii Lp), Securities Purchase Agreement (Anesiva, Inc.)

Subsequent Closings. Subject to the satisfaction (or waiver by terms and conditions of this Agreement, the Agent in its sole discretion) Company may sell to each Investor up to such number of the conditions to a Subsequent Closing Series A Shares as is set forth opposite the name of each such Investor 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 limitationExhibit A-6 hereof, at the Closing), such Lender’s Commitment. Subject to the satisfaction (one 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 more subsequent closings (the “Subsequent Closing Note Purchase PriceClosings”) (the date 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 be referred to each Subsequent Closing, the date and time of such Subsequent Closing (herein as the “Subsequent Closing Date”) shall be 10:00 a.m.to occur no later than May 30, Chicago time2006 (or at such other time as the Company and the Investors may mutually agree upon), on so long as the date on which sales of the conditions Series A Shares at such Subsequent Closings are pursuant to the terms of this Agreement and at the price per share set forth in Section 5.2 below 1.2 above. Any purchaser purchasing Series A Shares at a Subsequent Closing (each a “Subsequent Purchaser”) shall execute a counterpart signature page to this Agreement and the Shareholders Agreement (as defined in Section 3.2(a)(iii) below), at which time such purchaser shall be satisfied or waived in accordance with deemed to be a party to this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Shareholders Agreement as of the date of the Subsequent Closing as an “Investor” hereunder and thereunder, and the Series A Shares purchased by such Subsequent Purchaser shall be deemed to be “Purchased Shares” hereunder. The Company shall amend Exhibit A hereto to reflect the sales pursuant to the Subsequent Closings. For purposes of this Agreement, the terms “Closing” and “Closing Date,” unless otherwise indicated, (i) each Lender shall pay its pro rata share refer to the applicable closing and closing date of the applicable Initial Closing or the Subsequent Closing Note Purchase Price to Closing(s), as 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 Borrower and registered in the name of such Lender or its designeecase may be.

Appears in 3 contracts

Samples: Series a Preferred Share Purchase Agreement, Series a Preferred Share Purchase Agreement (Trina Solar LTD), Series a Preferred Share Purchase Agreement (Trina Solar LTD)

Subsequent Closings. Subject to the satisfaction (terms and conditions of this Agreement, the Corporation may sell, on or waiver before May 10, 2013, to such other persons and entities as are acceptable to the Corporation, up to the total number of Shares that were not issued and sold by the Agent in its sole discretion) Corporation at the Initial Closing, together with Warrants for the purchase of a total number of shares of Common Stock equal to 25% 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 number 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) shares issuable upon conversion 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 Shares to be purchased by issued pursuant to this Section 4.2 (each sale and issuance of such Lenders remaining Shares and associated Warrants at such Subsequent Closing, any time after the Borrower shall issue and sell to each Lender on the applicable Subsequent Initial Closing Date (being sometimes referred to herein 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”). Any such sale shall be upon the same terms and conditions as those contained herein. Each such person or entity, by delivery of an executed Investor signature page to this Agreement, shall become a party to this Agreement and, as a condition to such sale, such person or entity shall become a party to the Stockholders’ Agreement (as defined in Section 5.2(c)) by executing and delivering to the Corporation an Instrument of Adherence substantially in the form attached to the Stockholders’ Agreement. Following the execution and delivery by such person or entity of an Investor signature page to this Agreement and of such Instrument of Adherence to the Stockholders’ Agreement, such person or entity shall become a party to this Agreement, shall have the rights and obligations of an Investor hereunder, and shall be added to Schedule I hereto (together with all relevant information regarding the number of Shares, Warrant Shares and aggregate purchase price) without any further action by the Corporation or the other Investors. The Investors party to this Agreement and the Stockholders’ Agreement hereby irrevocably waive any pre-emptive rights or rights of first offer they may possess now or hereafter with respect to sales of Shares and Warrants (and any related issuances of Reserved Common Shares and Warrant Shares) made pursuant to this Section 4.2. For convenience of reference, each of the transactions contemplated by this Section 3.2 Initial Closing 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 Dateare sometimes hereinafter singly referred to as a “Closing” and, (i) each Lender shall pay its pro rata share of together, they are referred to as 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 Borrower and registered in the name of such Lender or its designee“Closings”.

Appears in 3 contracts

Samples: Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.), Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.), Series B Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.)

Subsequent Closings. Subject (a) Upon written request of Napo specifying the wire transfer instructions pursuant to which such purchase price shall be funded, (i) simultaneously with the closing of the Merger, and with effect as of immediately prior to the closing of the Merger, and subject to the satisfaction (or waiver by the Agent in its sole discretion) of each of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a2.3(b), each applicable Lender hereby promises to Kingdon Purchaser shall (severally, and not jointly) purchase from the Borrower its Kingdon Pro Rata Portion of additional Notes with an aggregate original principal amount of additional Notes not Seven Million Five Hundred Thousand Dollars ($7,500,000) for an aggregate purchase price of Six Million Dollars ($6,000,000) and (ii) [Reserved]; provided that in no event shall, after giving effect to exceedany such sale, when aggregated with the aggregate outstanding original principal amount of all Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at exceed 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 Maximum Principal Amount (each such purchase, a “Subsequent Closing”), and provided further that each Purchaser shall be offered terms in respect of its participation in Subsequent Closing(s) which are at least as favorable as the terms applicable to any other purchaser of the Notes (a “Subsequent Purchaser”) in a Subsequent Closing. Following each such Subsequent Closing, Exhibit B hereto shall be amended to include the Notes purchased by the applicable Purchasers at such Subsequent Closing. (b) Without limitation of the foregoing, the obligations to the Purchasers to purchase Notes at the Subsequent Closing shall be conditioned upon the satisfaction of the following: (i) The satisfaction of each of the conditions set forth in Article 8 of the Merger Agreement (and any condition therein satisfied by a waiver of the applicable party thereto shall only be deemed to satisfy this Section 2.3(b)(i) to the extent that such waiver has been explicitly agreed to by the Required Purchasers); (A) The satisfaction of each of the conditions set forth in the Settlement Agreement other than (1) payment of the Cash Payment Amount (as defined in the Settlement Agreement), (2) consummation of the Merger and (3) those conditions set forth therein which are subject to the consummation of the Merger (and any condition therein satisfied by a waiver of the applicable party thereto shall only be deemed to satisfy this Section 2.3(b)(ii) to the extent that such waiver has been explicitly agreed to by the Required Purchasers), and (B) the delivery by Nantucket, in its capacity as Administrative Agent and Collateral Agent under the Settlement Agreement, to the Kingdon Purchasers of a confirmation letter in the form attached hereto as Exhibit F; (iii) The entry into the Amended and Restated Security Agreement in the form attached hereto as Exhibit D; (iv) All of the representations and warranties of Napo under this Agreement and each Transaction Document shall be true and correct in all material respects as of the date of the Subsequent Closing; (v) Napo shall have performed in all material respects all of the covenants to be performed by it under this Agreement and any other Transaction Document (vi) All parties to the Transaction Documents (other than the Purchasers) shall have provided their counterpart signatures thereto; (vii) The receipt of any waivers reasonably requested by the Purchasers in respect of the transactions contemplated by this Section 3.2 and the issuance Agreement; (viii) All of the additional Notes representations and warranties of Jaguar under any Transaction Document to which it is a party shall be true and correct in all material respects as of the date of the Subsequent Closing; and (ix) Jaguar shall have performed in all material respects all of the covenants to be issued performed by it under any Transaction Document 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 it 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 Borrower and registered in the name of such Lender or its designeea party.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Jaguar Animal Health, Inc.)

Subsequent Closings. Subject In addition to the satisfaction (or waiver by ODI Purchased Shares and the Agent in its sole discretion) of the conditions to Purchased Shares, within a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase period from the Borrower an aggregate principal amount date of additional Notes not this Agreement to exceedthe Longstop Date, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitationCompany may, at the Closing), such Lender’s Commitment. Subject to the satisfaction (one 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 more closings (each a “Subsequent Closing”) , and collectively the “Subsequent Closings”), consummate the issuance and sale of any up to 45,744,502 Series E Preferred Shares and the Unissued Shares (if any), at a price per share equal to US$1.093 per share and on substantially the same terms and conditions as set forth in the Transaction Documents. For the avoidance of doubt, the maximum number of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes Series E Preferred Shares to be issued by the Company pursuant to this Agreement and the Lenders at such ODI Share Purchase Agreement shall be 182,978,009, except as otherwise agreed by the Investors. Each subscriber of Series E Preferred Shares with respect to relevant Subsequent Closing that is not required to obtain the ODI Approval to consummate its Subsequent Closing shall occur at the offices execute and deliver a counterpart signature page to this Agreement to become a party to this Agreement as of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date it executes and time delivers such counterpart signature page and, if it is not an existing shareholder of the Company, a counterpart signature page to the Shareholders Agreement to become a party to the Shareholders Agreement as of the date it executes and delivers such Subsequent Closing counterpart signature page, without further action by any Party, in which case (the “Subsequent Closing Date”A) such subscriber shall be 10:00 a.m.deemed as and have all the rights and obligations of an “Investor” and a party under this Agreement as if it had executed this Agreement, Chicago timeand all schedules and exhibits hereto shall, on where applicable, be updated to reflect such subscriber as a party hereto without the date on which need to amend this Agreement, (B) the conditions Warranties of the Warrantors set forth in Section 5.2 below 3 hereof shall be satisfied or waived in accordance with this Agreement (or such later date speak as is mutually agreed to by of the Borrower Closing and the Agent). On Warrantors shall have no obligation to update any such Warranties, and (C) the representations and warranties of any Investor set forth in Section 4 at each Subsequent Closing Date, (i) each Lender shall pay its pro rata share speak as 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 Borrower and registered in the name of such Lender or its designee.

Appears in 2 contracts

Samples: Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.), Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.)

Subsequent Closings. Subject to the satisfaction terms and conditions ------------------- contained herein (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 including 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 Article VII), upon either: ----------- (a) the Company's written notice (which such notice may be waived by the parties to this Agreement) specifying (i) the proposed Subsequent Closing Date (which shall not be satisfied less than 20 nor more than 60 Business Days after delivery of such notice), (ii) the amount of Additional Purchased Securities to be purchased and (iii) such other information as may be requested by the Purchaser; or (b) a payment by the Purchaser with respect to the Guaranty, or waived a payment by either Fund II or Dutch with respect to either Fund Guaranty, in each case whether as a result of (x) a call on the Guaranty or the Fund Guaranty by CIBC or (y) either the Purchaser or the Funds electing to make an investment which has the effect of reducing the amount outstanding under the Guaranty or the Fund Guaranty (as applicable) (in which event the Purchaser may elect to purchase a number of Additional Purchased Securities equal to the quotient obtained by dividing the amount of such payment by the Per Share Price for an aggregate purchase price equal to the amount of such reduction). the closing of a purchase and sale of the Additional Purchased Securities in accordance with this Agreement to either (a) or (b) above (each, a "Subsequent Closing") shall take ------------------ place on such later proposed Subsequent Closing Date, or other date as is mutually agreed to by the Borrower and parties hereto (the Agent"Subsequent Closing Date"), at the offices of ----------------------- Xxxxxxxx & Xxxxx at 000 Xxxx Xxxxxxxx Xxxxxx, Chicago, Illinois or at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other place as shall be mutually agreed to by the parties hereto. On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price Company will deliver to the Borrower for Purchaser a certificate representing the Notes to be issued and sold to such Lender number of shares of Series A Convertible Preferred purchased at such Subsequent Closing, Closing which represents the Additional Purchased Securities purchased 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 Purchaser at such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and Closing to be registered in the name of such Lender or its designee.the Purchaser against delivery by the Purchaser of the purchase price therefor by payment of cash to the Company in accordance with Section 3.2. -----------

Appears in 2 contracts

Samples: Purchase Agreement (Stein Avy H), Purchase Agreement (College Television Network Inc)

Subsequent Closings. Subject (a) At any time and from time to time, on or prior to ninety (90) days after the Initial Closing and for an additional period of up to ninety (90) days after July 1, 2003, the Company may sell up to 5,000,000 Preferred Shares (all such shares being referred to as the “Additional Shares”) to such Persons as may be approved by the Company’s Board of Directors (individually, an “Additional Purchaser,” and collectively, the “Additional Purchasers”), on the same terms and at the same purchase price per share as under the Initial Closing. All such sales shall be made subject to the satisfaction (or waiver by the Agent in its sole discretion) of the terms and conditions to a Subsequent Closing set forth in Section 5.2 this Agreement, and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from in reliance on 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 representations and warranties 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 Salethis Agreement. The closing (each a “Subsequent Closing”) of any or closings of the transactions contemplated by this Section 3.2 purchase and sale of Additional Shares, if any, shall take place at 10:00 a.m. on the issuance date of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur sale at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPAkin, Gump, Strauss, Xxxxx & Xxxx, L.L.P., 000 Xxxx Xxxxxx X. 0xx Xxxxxx, Xxxxx 0000, XxxxxxxXxxxxx, Xxxxxxxx Xxxxx 00000, or at such other location, date and time as may be agreed upon between the Company and the Additional Purchasers (each such closing being called a “Subsequent Closing” and the date and time of each such Subsequent Closing being called a “Subsequent Closing Date”). With respect to At each Subsequent Closing, the date Company shall issue 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 (Additional Purchaser a stock certificate or certificates in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasingdefinitive form, duly executed on behalf of the Borrower and registered in the name of such Lender Additional Purchaser, representing the Additional Shares being purchased by it at the Subsequent Closing. As payment in full for the Additional Shares being purchased by it under this Agreement, and against delivery of the stock certificate or its designeecertificates therefore as aforesaid, on the Subsequent Closing Date, each Additional Purchaser shall pay to the Company by wire transfer or by such other method as may be reasonably acceptable to the Company, immediately available funds in the amount set forth opposite the name of such Additional Purchaser under the heading “Aggregate Purchase Price for Preferred Shares” on Appendix A. Such amounts shall be paid to the account of the Company as shall have been designated in writing a reasonable time in advance to the Additional Purchasers by the Company. The Initial Closing and the Subsequent Closings, if any, shall hereinafter be referred to individually as a “Closing” and collectively as the “Closings.” For purposes of this Agreement, the Initial Closing Date and each Subsequent Closing Date shall be deemed the “Closing Date” as such term is used in this Agreement. (b) In connection with the sale of Additional Shares to Additional Purchasers, each such Additional Purchaser shall execute and deliver a counterpart signature page to this Agreement. In addition, each such Additional Purchaser shall execute a form of joinder to each of the other Transaction Documents (as defined in Section 6.17 hereof). Upon execution by such Additional Purchasers of such Form of Joinder, Appendix A hereto shall be automatically amended without further action on the part of any of the parties hereto to reflect the sale of the Additional Shares to each such Additional Purchaser. Upon each such Subsequent Closing, the Company shall provide to each Purchaser a copy of Appendix A as so amended. Upon the sale of Additional Shares, any Additional Purchaser shall be deemed a “Purchaser” for all purposes hereunder, and such additional shares shall be deemed “Preferred Shares” for all purposes hereunder.

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement (Vincera, Inc.), Series a Preferred Stock Purchase Agreement (Vincera, Inc.)

Subsequent Closings. Subject Notwithstanding any provision in this Purchase Agreement to the satisfaction (or waiver by contrary, in the Agent in its sole discretion) of event that all the conditions to a Subsequent Closing set forth in Sections 8.2 and 8.3 have been satisfied, and all the conditions 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 8.1 have been satisfied 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 respect to the satisfaction (or waiver by the Agent) portion of the Business conducted by Seller and the Seller Subsidiaries in the United States of America, the Commonwealth of Australia, the Netherlands, Singapore and the Republic of Ireland, but the conditions to a Subsequent Closing set forth in Section 5.2 and further subject 8.1 have not been satisfied with respect to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share the portion of the aggregate purchase price (Business conducted by Seller and the “Subsequent Seller Subsidiaries in one or more other jurisdictions, Seller and Parent and Buyer agree to consummate the Closing Note Purchase Price”) with respect to all assets and Liabilities of the Notes to be purchased by Business in 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 jurisdictions 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 8.1 have been satisfied (the "Primary Closing"). In connection with the Primary Closing the parties shall enter into the Intellectual Property Agreements covering the Business Intellectual Property on a worldwide basis, even if the other assets and Liabilities in certain countries are to be conveyed and assumed in a Subsequent Closing. In the event of the Primary Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, those Purchased Assets and Assumed Liabilities constituting the portion of the Business conducted in such jurisdictions with respect to which the conditions set forth in Section 8.1 have been satisfied, and Buyer shall pay the Purchase Price minus the net book value of the Purchased Assets (as reflected in the books and records of Seller or the applicable Seller Subsidiary at such time) that were not so transferred, other than the Avaya Tianjin shares, which shall be equal to the value on Schedule 8.5. Such reduction, if any, shall first reduce the amount of the Convertible Note, dollar for dollar, and to the extent the amount of the Convertible Note is reduced to zero, any remaining shortfall shall reduce the Cash Payment, dollar for dollar. The closing or closings with respect to the Purchased Assets and Assumed Liabilities not sold, transferred, assigned, conveyed and delivered, and purchased, acquired and accepted, at the Primary Closing (each, a "Subsequent Closing") shall occur from time to time as promptly as practical after the conditions set forth in Section 8.1 have been satisfied or waived with respect to the portion of the Business conducted in accordance with this Agreement (or such later date as is mutually agreed any particular jurisdiction. At each Subsequent Closing, Buyer shall pay to by the Borrower Seller and the AgentSeller Subsidiaries, as applicable, the net book value of the Purchased Assets (as reflected in the books and records of Seller or the applicable Seller Subsidiary at such time). On each , other than the Avaya Tianjin shares, which shall be equal to the value on Schedule 8.5, being transferred at such 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 assume all related Assumed Liabilities at such Subsequent Closing. In no event shall the conditions set forth in Sections 8.2(a) and 8.3(a) be deemed to apply to any Subsequent Closing, and, except as provided in Section 8.5 below, in no event shall the aggregate consideration paid by wire transfer Buyer to Seller and its Subsidiaries, as applicable, at the Primary Closing and all Subsequent Closings be less than or more than the Purchase Price. The sale, assignment, transfer, conveyance and delivery, and the purchase, acquisition and acceptance, of immediately available funds the Purchased Assets and the Assumed Liabilities at each Subsequent Closing shall be effected pursuant to short-form bills of sale and assumption agreements, in each case in such form as Seller and Buyer mutually agree satisfies the requirements of applicable local Law. From and after the Primary Closing, the entirety of the Business (including that portion operated by Seller and the Seller Subsidiaries) shall be operated for the benefit and detriment of Buyer 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 Borrower and registered in the name of such Lender or its designeeSection 2.6.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Avaya Inc), Asset Purchase Agreement (Commscope Inc)

Subsequent Closings. (A) Subject to the satisfaction (or express waiver by the Agent in its sole discretioneach Buyer) of (i) the conditions to a Subsequent Closing set forth in Section 5.2 Sections 6 and further subject to Section 10.2(a)7, each applicable Lender hereby promises to purchase from (ii) the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with Equity Conditions (as defined in the principal amount of Notes acquired by such Lender prior to such Subsequent Closing Notes) and (including, without limitation, at iii) 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 Additional Funding Conditions (as defined below), the Company shall have the right to require each Buyer to purchase, and each Lender severallysuch Buyer shall have the right to require the Company to sell and issue, but not jointly, agrees to purchase from additional notes (the Borrower on such Subsequent Closing Date, a principal amount of Notes “Additional 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 one or more additional closings (each a “Subsequent Closing” and together with the First Closing, the “Closings”) of any an additional subscription amount (each a “Subsequent Subscription Amount”) of the transactions contemplated up to $3,000,000 (or a higher amount as agreed by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such each Buyer) in each Subsequent Closing and up to an aggregate of $6,500,000 in all Subsequent Closings, in each case on the same terms and conditions as the First Closing, which shall occur at the offices same time of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect day and location as the First Closing by delivering to each Buyer or the Company, as applicable, an irrevocable written notice (a “Subsequent Closing Notice”) that the Company or such Buyer shall have exercised its right to require the other party to consummate the Subsequent Closing for the purchase and sale of the Notes at the Subsequent Closing, . The date of the date and time of such Subsequent Closing (the “Subsequent Closing Date” and together with the First Closing Date, a “Closing Date”) shall be 10:00 a.m.the date identified in the Subsequent Closing Notice, Chicago time, which shall be a Trading Day not less than five (5) Trading Days following the date of the Subsequent Closing Notice. “Additional Funding Conditions” means (a) the average daily VWAP of the Ordinary Shares for the twenty (20) consecutive Trading Days ending on the date last Trading Day immediately preceding a Subsequent Closing Date is greater than $5.00 (to be appropriately adjusted for any share split, share dividend, share combination or other similar transactions), (b) the average daily trading volume of the Ordinary Shares on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement Trading Market during each Trading Day for the twenty (or 20) consecutive Trading Days prior to such later date Subsequent Closing Date exceeds $250,000, (c) the aggregate principal amount of Notes outstanding is less than $350,000 as is mutually agreed of the Trading Day immediately prior to by the Borrower and the Agent). On each such Subsequent Closing Date, (id) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price Registration Statement (as defined in the Registration Rights Agreement) has been declared effective by the SEC (and with respect 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 instructionswhich no stop order has been issued), and (iie) there shall have been no existing event which, with the Borrower shall deliver to each Lender passage of time or the Notes giving of notice, would constitute an Event of Default (as defined 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 Borrower and registered in the name of such Lender or its designeeNotes).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Blue Ocean Acquisition Corp), Securities Purchase Agreement (TNL Mediagene)

Subsequent Closings. Subject to If the satisfaction (or waiver by Maximum Offering Amount is not sold at 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)Initial Closing, 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 at any time prior to such Subsequent Closing (includingApril 30, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (2018 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, later time as the Borrower shall issue Company and sell the Placement Agents may mutually agree without notice to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase or consent 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 Purchasers (each a “Subsequent Closing” and collectively the “Subsequent Closings) of any of ), the transactions contemplated by this Section 3.2 and the issuance of the Company may sell additional Notes to be issued Shares up to the Lenders at Maximum Offering Amount, and if there are over-subscriptions, such Subsequent Closing shall occur at additional Shares as may be sold in connection with 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 Over-Subscription Option (the “Subsequent Closing DateShares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agents (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be 10:00 a.m., Chicago time, made on the date on which the terms and 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 Subscription Agreements, and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share the representations and warranties of the applicable Subsequent Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing Note Purchase Price (except 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 extent specified otherwise in accordance with the Borrower’s written wire instructions, Section 3) and (ii) the Borrower representations and warranties of the Additional Purchasers in Section 4 hereof shall deliver to each Lender the Notes (in the denominations speak as such Lender shall have requested prior to of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) which such Lender is then purchasingshall be deemed to be “Shares” for all purposes under this Agreement, duly executed on behalf of and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Borrower and registered in Subsequent Closings, if any, shall be known collectively herein as the name of such Lender “Closings” or its designeeindividually as a “Closing.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (Amesite Inc.)

Subsequent Closings. Subject to If the satisfaction Business Combination Agreement has previously been terminated for any reason, the Company may sell, on the same terms and conditions as those contained in this Agreement (or waiver by the Agent in its sole discretion) of the other than those terms and conditions to a Subsequent Closing set forth in Section 5.2 and further 2.1(a) (which are applicable only to BOC YAC Funding LLC)), up to an aggregate number of Series B Preferred Units (including the Series B Preferred Units sold at the Initial Closing) equal to 15,448 (subject to Section 10.2(aappropriate adjustment in the event of any unit dividend, unit split, combination or similar recapitalization affecting such Units) under this Agreement (such Units sold after the Initial Closing (if any), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed“Additional Units”), when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at purchasers as 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 Company shall select (the “Subsequent Closing Note Purchase PriceAdditional Purchasers) of the Notes ); provided that each Additional Purchaser becomes a party to be purchased by such Lenders at such Subsequent Closingthis Agreement, the Borrower shall issue Operating Agreement and sell the RRA by executing and delivering a counterpart signature page to each Lender on such agreement. In the applicable Subsequent Closing Date (as defined below)event any Additional Purchaser purchases at least 3,252 Additional Units, and each Lender severallythen such Additional Purchaser shall have the right, but not jointlyupon written notice to the Company of election, 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 Lead Investor Warrants. The subsequent purchases and sales of the Lenders at such Subsequent Closing Additional Units and, if applicable, Lead Investor Warrants, shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx 00xx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXX 00000 (and, Xxxxxxxx 00000. With respect to as needed, remotely by electronic transmissions), at such time or at such other place as the Company and such Additional Purchasers acquiring such Additional Units mutually agree upon (which each Subsequent such time and place, together with the Initial Closing, the date and time of such Subsequent Closing (the are designated as a Subsequent Closing DateClosing) ). Exhibit A to this Agreement shall be 10:00 a.m.updated to reflect the number of Additional Units and, Chicago timeif applicable, 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 Lead Investor Warrants purchased at each such later date as is mutually agreed to by the Borrower Closing and the Agent). On each Subsequent Closing DateAdditional Purchasers acquiring such Additional Units and, (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 if applicable, 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 Borrower and registered in the name of such Lender or its designeeLead Investor Warrants.

Appears in 2 contracts

Samples: Series B Preferred Unit Purchase Agreement (BOSTON OMAHA Corp), Series B Preferred Unit Purchase Agreement (BOSTON OMAHA Corp)

Subsequent Closings. Subject If, at any time on or prior to June 30, 2009, Lacuna Venture Fund LLLP (“Lacuna”) so elects, the satisfaction (Company will sell, in one or waiver by the Agent in its sole discretion) more closings, up to an additional $2,000,000 aggregate principal amount of the Debentures to Lacuna and/or such other persons as may be mutually agreed upon by Lacuna and the Company (collectively, the “Additional Purchasers”). All such sales made at any additional closings (each, an “Additional Closing”), shall be made on the terms and conditions to a Subsequent Closing set forth in this Agreement, and (i) the representations and warranties of the Company set forth in Section 5.2 3.1 hereof (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 AgentDisclosure Schedule) shall speak only as 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 Company shall have no obligation to be issued to the Lenders at update any 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 instructionsdisclosure, and (ii) the Borrower representations and warranties of the Purchasers in Section 3.2 hereof shall deliver speak as of such Additional Closing. This Agreement may be amended by the Company without the consent of the Purchasers to each Lender reflect the Notes applicable Subscription Amount of any Additional Purchasers and, to the extent that any Additional Purchaser is not already a party hereto, to include any Additional Purchasers as parties hereto upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Debentures sold pursuant to this Section 2.4 shall be deemed to be “Debentures” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement.” (d) The first sentence of Section 5.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows: “No provision of this Agreement may be waived or amended except in a written instrument signed, in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasingcase of an amendment, duly executed on behalf by the Company and each of the Borrower Purchasers.” (e) The Purchase Agreement shall be amended such that the form of Debenture attached thereto as Exhibit A is amended and registered restated in its entirety in substantially the name form attached hereto as Exhibit A. Each of such Lender or the Debentures that is outstanding on the date hereof is hereby amended and restated in its designee.entirety in substantially the form attached hereto as Exhibit A. (f) The preamble to the Security Agreement is hereby amended and restated in its entirety as follows:

Appears in 1 contract

Samples: Loan Documents (Intraop Medical Corp)

Subsequent Closings. Subject to At any time on or before ninety (90) days after 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 Initial Closing, the Borrower shall issue Company may sell up to the balance of the Shares and sell to each Lender on Warrants not sold at the applicable Subsequent Initial 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 such sale, a “Subsequent Closing” and, along with the Initial Closing, the “Closings”) to such persons or entities as may be approved by (a) the Company’s Board of Directors and (b) unless such persons or entities are currently a holder of any of the transactions contemplated by this Section 3.2 and the issuance Preferred Stock of the additional Notes to be issued Company prior to the Lenders at purchase of Shares pursuant hereto, Javelin Venture Partners, L.P. All 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”) sales shall be 10:00 a.m., Chicago time, made on the date on which the terms and conditions set forth in this Agreement. Any shares and warrants sold pursuant to this Section 5.2 below 1.3 shall be satisfied or waived deemed to be “Shares” and “Warrants,” respectively, for all purposes under this Agreement, and any purchasers thereof shall be deemed to be “Investors” for all purposes under this Agreement and the Amended and Restated Investors’ Rights Agreement, dated as of November 17, 2010 (as amended to date, the “Investors’ Rights Agreement”), as the Investors’ Rights Agreement shall be further amended by that certain amendment thereto in accordance the form attached hereto as Exhibit D (the “Amendment;” and, together with this Agreement (or such later date as is mutually agreed to by the Borrower and the AgentInvestors’ Rights Agreement, the “Financing Agreements”). On Should any such sales be made, the Company shall prepare and distribute to the Investors a revised Exhibit A to this Agreement reflecting such sales. Such Investors shall become signatories to the Financing Agreements without the need for an amendment to any of the Financing Agreements except to add such person’s or entity’s name to the appropriate exhibit to such Financing Agreements, and shall have the rights and obligations hereunder and thereunder, in each Subsequent Closing Date, (i) each Lender shall pay its pro rata share case as of the date 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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Series C Preferred Stock and Warrant Purchase Agreement (Ritter Pharmaceuticals Inc)

Subsequent Closings. (i) Subject to the satisfaction (or waiver terms and conditions hereof, the Borrower may, by delivery of a duly completed subscription request with the Agent in its sole discretion) of the conditions to a Subsequent Closing information set forth in Section 5.2 2(b)(ii) below (each, a “Subscription Request”) to the Holder no later than 5:00 p.m. New York City time on the date that is five Business Days prior to a proposed Closing Date, request that the Holder purchase New Amended and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from Restated Notes. (ii) Each Subscription Request shall contain the Borrower an following information: (A) the principal amount of the New Amended and Restated Note (provided that the aggregate principal amount of additional New Amended and Restated Notes purchased pursuant to this Subscription Agreement shall not exceed an amount equal to exceed$18,000,000, when aggregated with plus the principal aggregate amount of Notes acquired by such Lender prior to such Subsequent Closing (includingprofessional fees and expenses of Xxxx, without limitationGotshal & Xxxxxx LLP, at the Closing), such Lender’s Commitment. Subject as counsel to the satisfaction (Holder, paid or waiver payable by the Agent) of the conditions Borrower to a Subsequent Closing set forth in Section 5.2 and further subject Weil pursuant to Section 10.2(a2(f)(xi) below), in consideration for each applicable Lender’s payment case rounded to the nearest $100,000; and (B) the proposed Closing Date. (iii) At any subsequent closing of its pro rata share such New Amended and Restated Notes (each a “Subsequent Closing” and, together with the Initial Closing, the “Closings”, and the date of the aggregate purchase price (the each such Closing, a “Subsequent Closing Note Purchase PriceDate” and, together with the Initial Closing Date, the “Closing Dates) of ), subject to the Notes to be purchased by such Lenders at such Subsequent Closingterms and conditions hereof, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)Holder, and each Lender severally, but not jointly, agrees to the Holder shall purchase and acquire from the Borrower on such Subsequent Closing DateBorrower, 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 New Amended 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 Restated 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 Borrower and registered in the name of such Lender or its designeePurchase Price.

Appears in 1 contract

Samples: Incremental Super Priority Note Subscription Agreement (Getaround, Inc)

Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretion) receipt of the conditions to a Subsequent Closing stockholder approval set forth in Section 5.2 4(f) for sales of Common Shares and further subject to Section 10.2(a)Warrant Shares underlying Warrants, each applicable Lender hereby promises to purchase from in the Borrower an aggregate principal amount aggregate, in excess of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing fifteen percent (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent15%) of the conditions to a Subsequent Closing Company’s ordinary securities on issue as calculated in the formula set forth in Section 5.2 and further subject SCHEDULE 4(F) as of the date of the Initial Closing, at any time after the Initial Closing, to Section 10.2(athe extent that (i) the Purchasers already a party to this Agreement (at the time determined, the “Existing Purchasers”), in consideration for and/or (ii) additional Purchasers reasonably acceptable to the Company (each applicable Lender’s payment an “Additional Purchaser”), agree by execution of its pro rata share a counterpart of the aggregate purchase price (the this Agreement entitled “Subsequent Closing Note Purchase PriceSignature Page” (each, a “Subsequent Closing Signature Page”) 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 A$50,000 or any greater amount in value (unless such minimum amount is waived by the Borrower Company) of Common Shares and Warrants, which amount shall be set forth on such Subsequent Closing DateSignature Page, a principal amount the Company shall, within three (3) days thereafter, hold an additional Closing with respect to the purchase of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase such Common Shares and Sale. The closing Warrants (each a “Subsequent Closing”, and with the Initial Closing, the “Closings” and each a “Closing”); provided, however, that the aggregate purchase price of the Common Shares and Warrants issued at all Closings may not exceed Fifteen Million Australian Dollars (A$15,000,000) and provided further, however, that all Subsequent Closings shall occur on or before August 31, 2011, and only for so long as all of any the conditions precedent to such Subsequent Closing set forth in Section 6 and Section 7 have been satisfied or waived. The terms of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders consummated at such each Subsequent Closing shall occur be identical to the terms consummated at the offices Initial Closing, excepting the date of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000the Common Shares and Warrants issued. With respect to each In connection with a Subsequent Closing, the date and time Company shall amend the Schedule 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 Purchasers to reflect any additional purchase by the Borrower Existing Purchasers 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 Borrower and registered in the name of such Lender or its designeeadd any Additional Purchasers.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sunshine Heart, Inc.)

Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretion) Each consummation of the conditions transactions referred to in Sections 1.1(ii) and 1.2(ii) shall constitute 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 subsequent closing (each a “Subsequent Closing”). The Company shall provide the Purchaser with two business days prior written notice (each, a “Written Notice”) of any its intent to consummate a Subsequent Closing (such Written Notice shall include the number of shares of Preferred Stock and Warrants that the transactions contemplated by this Section 3.2 Company will issue to the Purchaser, and the issuance of the additional Notes purchase price to be issued delivered by the Purchaser (which, with respect to the Lenders Warrants and purchase price, shall be calculated pursuant to the terms and conditions of this Agreement) at such Subsequent Closing), provided that such Written Notice shall be provided to the Purchaser five business days in advance of a Subsequent Closing if the Company is requesting that the Purchaser purchase more than 50,000 shares of Preferred Stock at such Subsequent Closing. Each Subsequent Closing shall occur at take place (subject to the offices terms and conditions hereof) as of Xxxxxx Xxxxxx Xxxxxxxx LLPthe date that is five business days after the date that a Written Notice is delivered to the Purchaser and each such date is referred to herein as a “Subsequent Closing Date.” Each Subsequent Closing shall take place via telecopier, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000electronic or overnight mail as the Purchaser and the Company may agree. With respect to At 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 the Company shall pay its pro rata share deliver to the Purchaser certificates evidencing the number shares of Preferred Stock and Warrants specified in the relevant Written Notice, with such certificates and Warrants registered in the name of the applicable Subsequent Closing Note Purchase Price to Purchaser and legended as provided herein and the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds other documents specified in accordance with the Borrower’s written wire instructionsArticle IV, and (ii) the Borrower Purchaser shall deliver to each Lender the Notes (Company the purchase price specified in the denominations as such Lender relevant Written Notice, which shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf represent payment in full of the Borrower purchase price for such Preferred Stock and registered in the name of such Lender or its designeeWarrant Shares.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Home Solutions of America Inc)

Subsequent Closings. Subject Upon the purchase of any Additional Notes, subject to the satisfaction (or waiver by the Agent in its sole discretion) of the closing conditions to a Subsequent Closing set forth in Section 5.2 Sections 4.1, 4.3 and further subject to Section 10.2(a)4.4 hereof, 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, Closings shall take place at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such date and at such time as the Company and the Additional Purchasers mutually agree upon in writing (each, a “Subsequent Closing)” and, 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)collectively, in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closings” and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings”). The date of each applicable Subsequent Closing Note Purchase Price”) of the Notes is referred to be purchased by such Lenders at such herein as a “Subsequent Closing Date.” At each Subsequent Closing, the Borrower Company shall issue and sell deliver to each Lender on the applicable Subsequent Closing Date (Additional Purchaser an Additional Note, dated as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on of such Subsequent Closing Date, a in an original principal amount of Notes in equal to the dollar amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing”) of any of Closing Note Principal Amount” on Schedule B hereto, which shall be updated by the transactions contemplated by this Section 3.2 and the issuance of the additional Notes Company from time 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 time as necessary upon each Subsequent Closing, with respect to such Additional Purchaser, all against payment in the date and time of amounts set forth opposite such Subsequent Closing (Additional Purchaser’s name under the heading “Subsequent Closing Date”) shall be 10:00 a.m.Note Principal Amount” on Schedule B hereto, 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, any combination of (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 Closingbank check, by (ii) personal check or (iii) 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 account as the Borrower and registered in the name of such Lender or its designeeCompany designates.

Appears in 1 contract

Samples: Note Purchase Agreement (iSign Solutions Inc.)

Subsequent Closings. Subject to (a) After 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 limitationInitial Closing, at any time and from time to time for up to one hundred eighty (180) days after 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 Initial 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 at one or more subsequent closings (each a “Subsequent Closing”) of ), the Company may sell to any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued Additional Purchaser acceptable to the Lenders at such Company in its sole discretion additional Securities so long as the aggregate principal amount of all Notes issued and sold pursuant to this Agreement does not exceed $2,500,000. Each Subsequent Closing shall occur on a date and at a time mutually acceptable to the Company and the Additional Purchaser or Purchasers then purchasing Securities and at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Company or remotely by exchange of electronic copies as the Company and the Initial Purchasers shall mutually agree. (b) At each Subsequent Closing, the date and time of Company shall deliver to each Additional Purchaser then purchasing Securities (against such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions Additional Purchaser’s deliveries 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 Agent2.3(c). On each Subsequent Closing Date, ): (i) each Lender shall pay its pro rata share of a Note, duly executed by the applicable Subsequent Closing Note Company, payable to such Additional Purchaser in the principal amount equal to the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to this Agreement; and (ii) the number of shares of Common Stock set forth on such Initial Purchaser’s counterpart signature page to this Agreement. (c) At each Subsequent Closing, each Additional Purchaser then purchasing Securities shall deliver to the Borrower for Company (against the Notes Company’s deliveries set forth in Section 2.3(b)): (i) a counterpart signature page to be issued this Agreement, completed and sold duly executed by the Additional Purchaser; (ii) the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to such Lender at such Subsequent Closingthis Agreement, by wire transfer of immediately available funds to the account designated by the Company in accordance with the Borrower’s written wire instructions, and writing for such purpose; 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 purchasingan Accredited Investor Questionnaire, completed and duly executed on behalf of by the Borrower and registered Additional Purchaser, together with the information specified therein necessary for the Company to verify that the Additional Purchaser is an “accredited investor” as defined in the name of such Lender or its designee.Regulation D.

Appears in 1 contract

Samples: Securities Purchase Agreement (CurAegis Technologies, Inc.)

Subsequent Closings. Subject to the satisfaction (or waiver by the Agent in its sole discretiona) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)On May 12, each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed1999, 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 LLPXxxxx Xxxx & Xxxxxxxx, 000 Xxxx Xxxxxx Xxxxxx450 Lexington Avenue, Xxxxx 0000New York, XxxxxxxNew York, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date or at such other time or place as Buyer 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 DateSellers may agree, (i) Buyer shall deliver to Sellers an aggregate of $277,685,000.00 in immediately available funds by wire transfer to accounts of Sellers or one or more of their Affiliates with banks or brokers designated by Sellers on Exhibit L (transactions 7 and 8 thereof) and (ii) Sellers shall deliver to Buyer, certificates for Shares of X.X. Xxxxxxxx Berhad and Tanzania Cigarette Company duly endorsed or accompanied by stock powers duly endorsed in blank or such other documents as may be required to effect transfer thereof in any applicable jurisdiction. The parties acknowledge that the purchase and sale of Shares of X.X. Xxxxxxxx Berhad will take place pursuant to a brokerage transaction in Malaysia, with a trade date of May 12, 1999 and a clearing date of May 19, 1999. (b) The closing for Shares of each Lender Exhibit K Company (each, an "Exhibit K Company Closing") shall pay its pro rata share take place at the offices of Xxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, as soon as possible, but in no event later than eight Business Days, after satisfaction of the condition set forth opposite the applicable Exhibit K Company's name under the heading "Condition", or at such other time or place as Buyer and Sellers may agree. At an Exhibit K Company Closing: (i) Buyer shall deliver to Sellers the amount set forth opposite the applicable Exhibit K Company's name under the heading "Fair Market Value" in immediately available funds by wire transfer to accounts of Sellers or one or more of their Affiliates with banks designated by Sellers on Exhibit L. (ii) Sellers shall deliver to Buyer certificates for Shares of the applicable Subsequent Closing Note Purchase Price Exhibit K Company duly endorsed or accompanied by stock powers duly endorsed in blank or such other documents as may be required to effect transfer thereof in any applicable jurisdiction. (c) Sellers and Buyer hereby acknowledge that (i) Buyer and its Affiliates are, to the Borrower extent permitted by applicable law, authorized to and shall operate each Exhibit K Company and X.X. Xxxxxxxx (Thailand) Inc. for the Notes to be issued account of Buyer and sold its Affiliates from the Closing Date through the Closing applicable to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, Exhibit K Company or X.X. Xxxxxxxx (Thailand) Inc. and (ii) the Borrower closing financial statements described in Section 2.05 will be prepared as if the closings described in Section 2.04 took place on the Closing Date, so as to include X.X. Xxxxxxxx Berhad, Tanzania Cigarette Company, the Exhibit K Companies and X.X. Xxxxxxxx (Thailand) Inc. in such financial statements. The parties agree to make appropriate adjustments and take appropriate actions consistent with this Agreement in the event a closing under Section 2.04 does not take place by December 31, 1999. (d) The closing in respect of X.X. Xxxxxxxx (Thailand) Inc. will take place at such time as reasonably requested by Buyer, in which case Seller shall deliver to each Lender Buyer certificates for the Notes Shares of X.X. Xxxxxxxx (Thailand) Inc. duly endorsed or accompanied by stock powers duly endorsed in the denominations as such Lender shall have requested prior blank, or pursuant to such Subsequent Closingother mutually satisfactory arrangements as the parties hereto may agree. (e) which such Lender is then purchasing, duly executed on behalf Effective as of the Borrower and registered Closing Date, an Affiliate of Buyer will be directly or indirectly responsible for the lease payments in respect of the name office used by the U.S. RJRTI Employees at Suite 1803, 0000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx. Such responsibility will be discharged either through payments made pursuant to the Transitional Services Agreement, a sublease or a direct assumption of such Lender lease. In consideration for such assumption, following the Closing Sellers will assign, or its designeecause to be assigned to any Affiliate of Buyer, the furniture, office equipment and other personal property used by the US. RJRTI Employees at such location. (f) After the Closing, the parties hereto will use their best efforts to cause Sellers' Group to assign to the RJRI Group the assets and liabilities relating to the ledger entries set forth on Exhibit N hereto (the "Additional Assets and Liabilities"), to the extent that such assets and liabilities exist on the Closing Date. Effective as of the Closing, the RJRI Group will have the benefits of such assets and will be responsible for discharging such liabilities.

Appears in 1 contract

Samples: Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)

Subsequent Closings. Subject to At any time, on or after February 3, 1999, upon the satisfaction mutual agreement of the Company and any additional prospective investors (or waiver by the Agent in its sole discretion"Subsequent Closing Purchasers"), the Company may conduct additional closings (the "Subsequent Closings") of the conditions to a purchase and sale of Preferred Stock ("Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(aSecurities"), 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 provided that the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders Shares sold at such the Initial Closing and the 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 Closings does 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 Saleexceed $6 million. 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 Closings shall occur take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPFulbright & Jawoxxxx X.X.P., 000 Xxxx Xxxxxx 666 Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, XxxxxxxXxx Xxxx 00000 xx 10:00 a.m., Xxxxxxxx 00000New York time, or at such other locations as may be agreed upon among the Subsequent Closing Purchasers purchasing Subsequent Closing Securities at such closings and the Company (such dates and times being called the "Subsequent Closing Dates"). With respect At the Subsequent Closings, or as soon as practicable thereafter, the Company shall issue and deliver to each Subsequent ClosingClosing Purchaser a stock certificate or certificates in definitive form, 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 Borrower and registered in the name of such Lender Subsequent Closing Purchaser, representing the Shares being purchased by it at such Subsequent Closings. On each of the Subsequent Closing Dates this Agreement shall be amended by adding the name and address of each such Subsequent Closing Purchaser to the Schedule of Purchasers attached hereto, along with the number of Shares purchased and the aggregate purchase price to be paid by each Subsequent Closing Purchaser, and as payment in full for the Shares being purchased by it at each Subsequent Closing, and against delivery of the stock certificates therefor as aforesaid, each Subsequent Closing Purchaser shall deliver to the Company a certified or its designeebank check in the amount set forth opposite the name of such Purchaser in the column labeled "Total Investment" on the Schedule of Purchasers, as so amended, or shall transfer such sum to the account of the Company by wire transfer. Following such amendment to this Agreement, each Subsequent Purchaser at each Subsequent Closing shall be deemed a Purchaser for all purposes hereunder and all such Subsequent Closing Securities shall be deemed Shares.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Cambio Inc)

Subsequent Closings. Subject Upon the purchase of any Additional Notes and Additional Warrants subject to the satisfaction (or waiver by the Agent in its sole discretion) of the closing conditions to a Subsequent Closing set forth in Section 5.2 Sections 5.1, 5.3 and further subject to Section 10.2(a)5.4, 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, Closings shall take place at the Closing)offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such Lender’s Commitment. Subject to date and at such time as the satisfaction (or waiver by Borrowers and the Agent) , acting on behalf of the conditions to Purchasers, mutually agree upon in writing (each, a Subsequent Closing set forth in Section 5.2 Closing” and further subject to Section 10.2(a)collectively, in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closings”). The date of each applicable Subsequent Closing Note Purchase Price”) of the Notes is referred to be purchased by such Lenders at such herein as a “Subsequent Closing Date.” At each Subsequent Closing, the Borrower Borrowers shall issue and sell deliver to each Lender on the applicable Subsequent Closing Date Additional Purchaser (i) an Additional Note, dated as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on of such Subsequent Closing Date, a in an original 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 equal to the Lenders at dollar amount set forth opposite such Subsequent Closing shall occur at Additional Purchaser’s name under the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPheading “Additional Note Purchase Price” on Schedule II hereto, 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”) which 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 updated by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share acting on behalf of the applicable Subsequent Closing Note Purchase Price Purchasers, from time to the Borrower for the Notes to be issued and sold to such Lender at such time as necessary upon each Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, respect to such Additional Purchaser and (ii) Additional Warrants for the Borrower shall deliver to each Lender number of shares of Common Stock set forth opposite such Additional Purchaser’s name under the Notes (heading “Number of Additional Closing Warrant Shares” 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 Borrower and registered in the name of such Lender or its designeeSchedule II hereto.

Appears in 1 contract

Samples: Note Purchase Agreement (Xplore Technologies Corp)

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 Restatement 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 US_142815097 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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Financing Agreement (Elevate Credit, Inc.)

Subsequent Closings. Subject to the satisfaction (or waiver It is anticipated that new investors reasonably approved by the Agent initial Buyer hereunder (the "New Buyers") may not be purchasing Offered Shares at the initial Closing, but may acquire Offered Shares in its sole discretionan aggregate amount (taken together with the Offered Shares acquired by the initial Buyer) not to exceed Fourteen Million (14,000,000) shares of Common Stock at additional closings to occur on or before May 16, 2005 (each a "Subsequent Closing," and together with the conditions Initial Closing, the "Closings"; with the date of any Initial Closing or Subsequent Closing, as applicable, being referred to herein as a "Closing Date"), provided however, that Van Wagoner Private Opportunities Fund L.P. shall have txx xxxxx xx acquire up to 2,000,000 Offered Shares at the first Subsequent Closing of at least 1,000,000 Offered Shares to New Buyers, or if no such Subsequent Closing occurs, on May 16, 2005. Any such Offered Shares Van Wagoner Private Opportunities Fund L.P. elects not tx xxxxxxxx at the first Subsequent Closing shall thereafter be available for sale as otherwise provided in this Section 1.b.ii. Any sales of Offered Shares and Warrants at Subsequent Closings shall be made on the terms and conditions set forth in Section 5.2 this Agreement and further subject shall be considered to Section 10.2(a), have been issued pursuant hereto. The Schedule of Buyers shall be amended at 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 (includingClosing, without limitationthe need to obtain the consent of any party hereto, at to reflect the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) name and address of the conditions to a Subsequent Closing set forth each New Purchaser participating 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 number of Offered Shares issued at such Subsequent Closings and the other information required by the Schedule of Buyers. Each New Purchaser who participates in a Subsequent Closing shall issue execute and sell deliver to the Company a counterpart signature page or joinder to this Agreement pursuant to which each such New Purchaser agrees to be bound by the terms and provisions hereof. The Company shall deliver to each Lender on the applicable such New Purchaser at each Subsequent Closing Date (as defined below)a Compliance Certificate executed by an executive officer of the Company, and each Lender severally, but not jointly, agrees to purchase from dated 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, certifying (i) each Lender shall pay its pro rata share that the representations and warranties made by the Company in Section 3 of this Agreement were true and correct when made, and are true and correct in all material respects as 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, Date and (ii) that all covenants, agreements, and conditions contained in this Agreement to be performed by the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested Company on or prior to such the Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered Closing have been fully performed or complied with in the name of such Lender or its designeeall material respects."

Appears in 1 contract

Samples: Securities Purchase Agreement (Winwin Gaming Inc)

Subsequent Closings. Subject From time to time, the satisfaction (or waiver by the Agent in its sole discretion) Funding Committee of the conditions Successor may by written notification require the Purchasers to purchase, or the Purchaser upon the election of the holder of a Subsequent Closing majority of the aggregate number of outstanding shares of Series B Preferred, Series C Preferred and Series D Preferred, shall have the right to purchase, any or all of the Shares not purchased at the First Closing. Upon receipt of such a demand for funding or the making of such election, the Purchasers shall purchase the amount of Shares set forth in Section 5.2 and further such notification or subject to Section 10.2(a)such election; PROVIDED, HOWEVER, that each applicable Lender hereby promises Purchaser's obligation to purchase from such Shares shall be several and not joint; AND PROVIDED FURTHER that each Purchaser's obligation shall be to purchase that number of such Shares that bears the Borrower an aggregate principal amount same ratio to the total number of additional Notes not such Shares as such Purchaser's committed number of Shares bears to exceedthe total number of Shares as set forth on Attachment 1. The closing of the purchase and sale of such Shares under this Agreement (each, when aggregated with a "Subsequent Closing" and collectively, the principal amount "Subsequent Closings") shall be held at the offices of Notes acquired by Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., Eastern Standard Time, on the fifth business day following the Purchaser's receipt of notice of the Successor's request or delivery to Successor of the Purchasers' election, or at such Lender prior to other time and place as the Successor and the Purchasers may mutually agree upon. The date of any such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject is hereinafter referred to the satisfaction (or waiver by the Agent) of the conditions to as 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 Date." At any such Subsequent Closing, the Borrower shall issue and sell Successor will deliver to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from Purchasers certificates representing the Borrower on such Subsequent Closing Date, a principal amount of Notes Shares purchased by the Purchasers registered 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 name of the transactions contemplated by this Section 3.2 and Purchasers (or their respective nominees) against payment to the issuance Successor of the additional Notes to be issued to the Lenders at full purchase price for such Subsequent Closing shall occur at the offices amount 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, Shares by wire transfer of immediately available funds in accordance with or by cancellation of indebtedness or any combination thereof; PROVIDED, HOWEVER, that the Borrower’s written wire instructionsratio of the aggregate purchase price of the Series B Preferred purchased at any such Subsequent Closing to the aggregate purchase price of the Series C Preferred and Series D Preferred purchased at such Subsequent Closing shall be 5 to 1, and (ii) for any Purchaser who is committed to purchase Series D Preferred as set forth on Attachment 1, the Borrower ratio of the purchase price for such Purchaser's Series C Preferred purchased at such closing to the purchase price for such Purchaser's Series D Preferred purchased at such closing shall deliver to each Lender equal the Notes (in the denominations as ratio of such Lender shall have requested prior Purchaser's committed number of Series C Preferred to such Subsequent Closing) which Purchaser's committed number of Series D Preferred, each as set forth opposite such Lender is then purchasing, duly executed Purchaser's name on behalf of the Borrower and registered in the name of such Lender or its designeeAttachment 1.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Reckson Services Industries Inc)

Subsequent Closings. Subject On each Subsequent Closing Date, upon the terms and subject to the satisfaction conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, the Share Amount (or waiver by subject to Section 2.5(b)) at the Agent in its sole discretion) Per Share Purchase Price as calculated for such Subsequent Closing. The Purchaser shall deliver to the Company, via wire transfer of immediately available funds, the conditions Subscription Amount for such Subsequent Closing, and the Company shall deliver to a the Purchaser the Share Amount for such Subsequent Closing Closing, and the Company and the Purchaser shall deliver the other items 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 2.3 deliverable at such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the Upon satisfaction (or waiver by the Agent) of the covenants and conditions to a Subsequent Closing set forth in Sections 2.3, 2.4 and 2.5, each Subsequent Closing shall occur on the applicable Subsequent Closing Date electronically or at such physical location as the parties shall mutually agree. 3. Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share 2.5 of the aggregate purchase price Agreement shall be amended hereby by deleting subsections (b) and (c) thereof in their entirety and substituting therefor the following: (b) In no event will any Subsequent Closing Note Purchase Price”) occur if, as a result of the Notes to be purchased by such Lenders Purchaser’s purchase of Shares 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 Purchaser’s beneficial ownership 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 LLPCommon Stock, 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 calculated in accordance with this Agreement (or such later date as is mutually agreed to Rule 13d-3 promulgated by the Borrower and Commission, will exceed 9.9%. In such event, the Agent)Purchaser will purchase only that number of Shares that will cause its beneficial ownership, calculated in accordance with Rule 13d-3, to remain below 9.9%. 4. On each Subsequent Closing Date, The parties hereby agree that (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, amended Share Amount definition and (ii) the Borrower amended Sections 2.2 and 2.5 shall deliver apply to each Lender the Notes (in the denominations as such Lender Subsequent Closing scheduled for April 25, 2011 and to all Subsequent Closings thereafter, and shall have requested not be deemed to apply to any Closing occurring prior to such Subsequent Closing) which such Lender is then purchasingthe date hereof. 5. Except as otherwise expressly provided in this Second Amendment, duly executed on behalf all provisions of the Borrower Agreement are hereby ratified and registered agreed to be in full force and effect, and are incorporated herein by reference. This Second Amendment may be executed in separate counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the name of same instrument. 6. This Second Amendment and the Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior written agreements and negotiations and oral understandings, if any, with respect to such Lender or its designeesubject matter.

Appears in 1 contract

Samples: Securities Purchase Agreement (Visualant Inc)

Subsequent Closings. (i) Subject to the satisfaction (or waiver terms and conditions hereof, the Borrower may, by delivery of a duly completed subscription request with the Agent in its sole discretion) of the conditions to a Subsequent Closing information set forth in Section 5.2 2(b)(ii) below (each, a “Subscription Request”) to the Holder no later than 5:00 p.m. New York City time on the date that is five Business Days prior to a proposed Closing Date, request that the Holder purchase New Amended and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from Restated Notes. (ii) Each Subscription Request shall contain the Borrower an following information: (A) the principal amount of the New Amended and Restated Note (provided that the aggregate principal amount of additional New Amended and Restated Notes purchased pursuant to this Subscription Agreement shall not exceed an amount equal to exceed$50,000,000, when aggregated in each case rounded to the nearest $100,000; and (B) the proposed Closing Date. (iii) The Holder may, at its sole discretion, agree to the Subscription Request to purchase New Amended and Restated Notes and, if so, in whole or in part. For the avoidance of doubt, a failure by the Holder to agree to a Subscription Request to purchase New Amended and Restated Notes shall not constitute a breach or default by the Holder under any Note Document. (iv) At any subsequent closing of such New Amended and Restated Notes (each a “Subsequent Closing” and, together with the principal amount Initial Closing, the “Closings”, and the date of Notes acquired by each such Lender prior to such Subsequent Closing (includingClosing, 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 PriceDate” and, together with the Initial Closing Date, the “Closing Dates) of ), subject to the Notes to be purchased by such Lenders at such Subsequent Closingterms and conditions hereof, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)Holder, and each Lender severally, but not jointly, agrees to the Holder shall purchase and acquire from the Borrower on such Subsequent Closing DateBorrower, 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 New Amended 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 Restated 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 Borrower and registered in the name of such Lender or its designeePurchase Price.

Appears in 1 contract

Samples: Incremental Super Priority Note Subscription Agreement (Getaround, Inc)

Subsequent Closings. Subject to (a) After 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 limitationInitial Closing, at any time and from time to time for up to one hundred twenty (120) days after 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 Initial 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 at one or more subsequent closings (each a “Subsequent Closing”) of ), the Company may sell to any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued Additional Purchaser acceptable to the Lenders at such Company in its sole discretion additional Securities so long as the aggregate principal amount of all Notes issued and sold pursuant to this Agreement does not exceed $3,000,000. Each Subsequent Closing shall occur on a date and at a time mutually acceptable to the Company and the Additional Purchaser or Purchasers then purchasing Securities and at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Company Counsel or remotely by exchange of electronic copies as the Company and the Initial Purchasers shall mutually agree. (b) At each Subsequent Closing, the date and time of Company shall deliver to each Additional Purchaser then purchasing Securities (against such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions Additional Purchaser’s deliveries 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, 2.3(c): (i) each Lender shall pay its pro rata share a Note, duly executed by the Company, payable to such Additional Purchaser in the principal amount equal to the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to this Agreement; and (ii) a Warrant, duly executed by the Company, issued in the name of such Additional Purchaser to purchase the number of shares of Common Stock equal to 10% of the applicable number of shares of Common Stock initially issuable on conversion of such Additional Purchaser’s Note. (c) At each Subsequent Closing Note Closing, each Additional Purchaser then purchasing Securities shall deliver to the Company (against the Company’s deliveries set forth in Section 2.3(b)): (i) a counterpart signature page to this Agreement, completed and duly executed by the Additional Purchaser; (ii) the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closingthis Agreement, by wire transfer of immediately available funds to the account designated by the Company in accordance with the Borrower’s written wire instructions, and writing for such purpose; 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 purchasingan Accredited Investor Questionnaire, completed and duly executed on behalf of by the Borrower and registered Additional Purchaser, together with the information specified therein necessary for the Company to verify that the Additional Purchaser is an “accredited investor” as defined in the name of such Lender or its designee.Regulation D.

Appears in 1 contract

Samples: Securities Purchase Agreement (CurAegis Technologies, Inc.)

Subsequent Closings. Subject to the satisfaction terms and conditions of this Agreement, the Company may sell any unsold Shares (or waiver by the Agent in its sole discretion) of the conditions up 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 maximum 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 six million (including, without limitation, 6,000,000) 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 all Closings (as defined below), at the same price per share as the Shares) sold at the Initial Closing to such other persons and each Lender severally, but not jointly, agrees to purchase from entities as are determined by the Borrower on such Subsequent Closing Date, a principal amount Company and the Board of Notes in Directors of the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing Company (each a such new investor, an Subsequent ClosingAdditional Purchaser) ), following the fulfillment or waiver 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 5 hereof or at such other time and place as the Company and the Additional Purchaser(s) mutually agree upon, orally or in writing (each of which time and place is designated as a “Subsequent Closing,” and with the Initial Closing, each a “Closing”). Any Additional Purchaser shall be satisfied or waived in accordance with considered a “Purchaser” for purposes of this Agreement, and any Series F Preferred Stock so acquired by such Additional Purchaser shall be considered “Shares” for the purposes of this Agreement (or and all other agreements contemplated hereby upon execution by such later date as is mutually agreed to by Additional Purchaser of an appropriate counterpart signature page. Upon each such event, the Borrower Company shall prepare 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 distribute to the Borrower for Purchasers (including the Notes to be issued and sold to such Lender at such Subsequent ClosingAdditional Purchasers) a revised Exhibit A, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower which 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 Borrower and registered in include the name of each Additional Purchaser and the number of shares of Series F Preferred Stock to be purchased by each Additional Purchaser. Upon the Subsequent Closing of the sale of shares of Series F Preferred Stock to any Additional Purchaser, such Lender Additional Purchaser shall also, as evidenced by an applicable executed counterpart signature page, become a party to the Related Agreements (as defined below) and shall have the rights and obligations hereunder and thereunder. Each Subsequent Closing shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California. The Purchasers hereby irrevocably waive any pre-emptive rights or its designeerights of first offer, and related notice rights, they may possess now or hereafter with respect to sales of Series F Preferred Stock made pursuant to this Section 2.2.

Appears in 1 contract

Samples: Collaborative Research Agreement (Codexis Inc)

Subsequent Closings. (i) Subject to and in reliance upon the representations and warranties set forth in Section 3 below, and the satisfaction (or waiver by the Agent in its sole discretionwaiver) of the conditions to a Subsequent Closing set forth in Section 5.2 Sections 6 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 Closing7 below, the Borrower Parent shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)additional Buyer, and each Lender additional Buyer severally, but not jointly, agrees to purchase from the Borrower Parent on such the Subsequent Closing DateDate (as defined below), a principal amount of Notes Debentures as is set forth opposite such Buyer’s name in column (4) on the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice Schedule of Purchase and SaleBuyers. The aggregate purchase price (the “Subsequent Purchase Price”) of the Debentures to be purchased by the Buyers at the Second Closing shall be up to $1,750,000. Each subsequent closing (each a “Subsequent Closing”) of any the purchase of the transactions contemplated Debentures by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing Buyers shall occur at the offices of DeMint Law, PLLC, 3753 Xxxxxx Xxxxxx Xxxxxxxx LLPParkway, 000 Xxxx Xxxxxx XxxxxxXxxxx Xxxxx 000, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, Xxxxxxxx Xxxxxx 00000. With respect to each Subsequent Closing, the The date and time of such Subsequent the Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago timePacific Standard Time, on from time to time after the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with of this Agreement with the final Subsequent Closing Date to be no later than May 31, 2014. (or such later date as is mutually agreed to by the Borrower and the Agent). ii) On each a Subsequent Closing Date, (i) each Lender Buyer shall pay its pro rata share of the applicable aggregate Subsequent Closing Note Purchase Price to the Borrower Parent for the Notes Debentures to be issued and sold to such Lender Buyer at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the BorrowerParent’s written wire instructions (or the applicable escrow wire instructions, if any), and (ii) the Borrower Parent shall deliver to each Lender Buyer (A) the Notes Debentures (in the denominations as such Lender Buyer shall have requested prior to such Subsequent the Closing) which such Lender Buyer is then purchasing, duly executed on behalf of the Borrower Parent and registered in the name of such Lender Buyer or its designeedesignee and (B) a Class C Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guardian 8 Holdings)

Subsequent Closings. Subject (a) At the first Subsequent Closing following the Initial Closing, upon the terms and subject to the satisfaction conditions set forth herein (including but not limited to Section 2.5), the Company agrees to sell, and the Purchaser agrees to purchase, $750,000 of Shares at the Subsequent Per Share Purchase Price. The Purchaser shall deliver to the Company via wire transfer or waiver by a certified check of immediately available funds equal to the Agent in its sole discretion) Subscription Amount for the first Subsequent Closing, and the Company shall deliver to the Purchaser the applicable number of Shares, and the conditions to a Subsequent Closing Company and the Purchaser shall deliver the other items set forth in Section 5.2 2.3 deliverable at such first Subsequent Closing. Upon satisfaction or waiver of the covenants and further conditions set forth in Sections 2.3 and 2.4, the first Subsequent Closing shall occur on the first Subsequent Closing Date remotely or at such location as the parties shall mutually agree. (b) For each Subsequent Closing following the first Subsequent Closing, upon the terms and subject to the conditions set forth herein (including but not limited to Section 10.2(a2.5), the Company agrees to sell, and the Purchaser agrees to purchase, $300,000 of Shares at the Subsequent Per Share Purchase Price. The Purchaser shall deliver to the Company via wire transfer or a certified check of immediately available funds equal to the Subscription Amount for 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 (includingClosing, without limitation, at and the Closing), such Lender’s Commitment. Subject Company shall deliver to the satisfaction (or waiver by Purchaser the Agent) applicable number of Shares, and the conditions to a Subsequent Closing Company and the Purchaser shall deliver the other items set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for 2.3 deliverable at 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. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Borrower each such Subsequent Closing shall issue and sell to each Lender occur 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 remotely or at such Subsequent Closing location as the parties 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 Borrower and registered in the name of such Lender or its designeeagree.

Appears in 1 contract

Samples: Securities Purchase Agreement (ProUroCare Medical Inc.)

Subsequent Closings. Subject to During the satisfaction period commencing after the Initial Closing Date and ending at 4:00 pm ET on February 18, 2011 (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(aOffering Right Period”), the Company hereby grants to each applicable Lender hereby promises Purchaser, severally and not jointly, the right 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 limitationOffering Right”), at the Closing)their election, such LenderPurchaser’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 pro-rata share of up to, in the aggregate purchase price among all Purchasers, 6,000,000 additional Shares (as the same may be proportionately adjusted in respect of any stock split, stock dividend, combination, recapitalization or the like with respect to the Common Stock) at the Per Share Purchase Price. Each Purchaser shall be entitled to purchase, in the aggregate, the number of additional Shares equal to 60% of the Shares purchased by such Purchaser at the Initial Closing. Any such election by a Purchaser to Exercise the Subsequent Offering Right may be exercised by each Purchaser from time to time during (but in no event more than three (3) times for any one Purchaser) the Subsequent Offering Right Period in minimum increments of 600,000 Shares (or such lesser amount as is then available to such Purchaser), by written notice from such Purchaser to the Company (“Subsequent Closing Note Purchase PriceOffering Right Notice) ), setting forth the aggregate number of the Notes Shares to be purchased by the Purchaser (which shall not exceed the number of additional shares allocated to such Lenders Purchaser on its signature page hereto). The date on which such Shares are to be sold by the Company to the Purchasers shall be the third (3rd) Trading Day following delivery of the applicable Subsequent Offering Right Notice (each, a “Subsequent Closing Date”). The Subsequent Offering Right Notice may be delivered to the Company at such any time prior to the expiration of the Subsequent ClosingOffering Right Period. Upon satisfaction or waiver of the conditions set forth in Sections 2.3, the Borrower 2.4 and 2.5, each Subsequent Closing shall issue and sell to each Lender occur 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 Ropes & Xxxx LLP, Prudential Tower, 000 Xxxx Xxxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000Xxxxxx, XxxxxxxXxxxxxxxxxxxx, 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 other location as is the parties shall 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 Borrower and registered in the name of such Lender or its designeeagree.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Stemcells Inc)

Subsequent Closings. Subject From the date hereof until the 24-month anniversary of the First Closing, from time to time at the satisfaction (or waiver by the Agent election of each Purchaser in its sole discretion, such Purchaser shall have the right to purchase (“Purchaser Option”) its pro-rata share of an additional $25 million of Debentures and Warrants (based on the original Subscription Amount as to the First Closing hereunder) (such Purchaser’s pro-rata share, the “Purchaser Option Amount”), all or in part, on the same terms and conditions as the Debentures and Warrants issued at the First Closing, mutatis mutandis. To exercise its right to a Purchaser Option, a Purchaser shall notify the Company, in writing, of its election to exercise the Purchaser Option (“Optional Notice Date”), which notice shall indicate the portion of such Purchaser’s Purchaser Option Amount it wishes to purchase (“Subsequent Closing Subscription Amount”). Within 5 Trading Days of the Optional Notice Date, upon the terms and subject to the conditions set forth herein, the Company agrees to a sell, and such Purchaser, severally and not jointly with the other Purchasers, agrees to purchase, Debentures and Warrants for the Subsequent Closing Subscription Amount. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s applicable Subsequent Closing Subscription Amount as set forth in the Purchaser Option notice, and the Company shall deliver to each Purchaser its respective Debenture and Warrant, as determined pursuant to Section 2.3(a), and the Company and each Purchaser shall deliver the other items 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, 2.3 deliverable at the Subsequent Closing), such Lender’s Commitment. Subject to the Upon satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 covenants 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 Sections 2.3 and 2.4, the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share take place remotely by electronic transfer 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 Borrower and registered in the name of such Lender or its designeedocumentation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lion Group Holding LTD)

Subsequent Closings. Subject Upon the purchase of any Additional Notes and Additional Warrants subject to the satisfaction (or waiver by the Agent in its sole discretion) of the closing conditions to a Subsequent Closing set forth in Section 5.2 Sections 5.1, 5.3 and further subject to Section 10.2(a)5.4, 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, Closings shall take place at the Closing)offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such Lender’s Commitment. Subject to date and at such time as the satisfaction (or waiver by Borrowers and the Agent) , acting on behalf of the conditions to Purchasers, mutually agree upon in writing (each, a Subsequent Closing set forth in Section 5.2 Closing” and further subject to Section 10.2(a)collectively, in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closings”). The date of each applicable Subsequent Closing Note Purchase Price”) of the Notes is referred to be purchased by such Lenders at such herein as a “Subsequent Closing Date.” At each Subsequent Closing, the Borrower Borrowers shall issue and sell deliver to each Lender on the applicable Subsequent Closing Date Additional Purchaser (i) an Additional Note, dated as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on of such Subsequent Closing Date, a in an original 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 equal to the Lenders at dollar amount set forth opposite such Subsequent Closing shall occur at Additional Purchaser’s name under the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPheading “Additional Note Purchase Price” on Schedule II hereto, 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”) which 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 updated by the Borrower and the Agent). On , acting on behalf of the Purchasers, from time to time as necessary upon each Subsequent Closing, with respect to such Additional Purchaser and (ii) Additional Warrants for the number of shares of Common Stock set forth opposite such Additional Purchaser’s name under the heading “Number of Additional Closing DateWarrant Shares” in Schedule II hereto, all against payment in the amounts set forth opposite such Additional Purchaser’s name under the heading “Additional Note Purchase Price” on Schedule II hereto, by any combination of (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 check or (ii) 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 account as the Borrower and registered in the name of such Lender or its designeeBorrowers designate.

Appears in 1 contract

Samples: Note Purchase Agreement (Xplore Technologies Corp)

Subsequent Closings. (i) Subject to and in reliance upon the representations and warranties set forth in Section 3 below, and the satisfaction (or waiver by the Agent in its sole discretionwaiver) of the conditions to a Subsequent Closing set forth in Section 5.2 Sections 6 and further subject 7 below, the Company shall issue and sell to Section 10.2(a)each additional Buyer, and each applicable Lender hereby promises additional Buyer severally, but not jointly, agrees to purchase from the Borrower an aggregate principal amount of additional Notes not to exceedCompany on the Subsequent Closing Date (as defined below), when aggregated with the a 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 as is set forth opposite such Buyer’s name in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment column (4) on the Schedule of its pro rata share of the Buyers. The aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders the Buyers at such Subsequent Closing, the Borrower Second Closing shall issue and sell be up 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 Each subsequent closing (each a “Subsequent Closing”) of any the purchase of the transactions contemplated Notes by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing Buyers 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 The date and time of such Subsequent the Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago timePacific Standard Time, on from time to time after the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with of this Agreement with the final Subsequent Closing Date to be no later than May 18, 2014. (or such later date as is mutually agreed to by the Borrower and the Agent). ii) On each a Subsequent Closing Date, (i) each Lender Buyer shall pay its pro rata share of the applicable aggregate Subsequent Closing Note Purchase Price to the Borrower Company for the Notes to be issued and sold to such Lender Buyer at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the BorrowerCompany’s written wire instructions, and (ii) the Borrower Company shall deliver to each Lender Buyer (A) the Notes (in the denominations as such Lender Buyer shall have requested prior to such Subsequent the Closing) which such Lender Buyer is then purchasing, duly executed on behalf of the Borrower Company and registered in the name of such Lender Buyer or its designee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Adamas One Corp.)

Subsequent Closings. Subject to the satisfaction (or waiver It is anticipated that new investors reasonably approved by the Agent initial Buyer hereunder (the "New Buyers") may not be purchasing Offered Shares at the initial Closing, but may acquire Offered Shares in its sole discretionan aggregate amount (taken together with the Offered Shares acquired by the initial Buyer) not to exceed Fourteen Million (14,000,000) shares of Common Stock at additional closings to occur on or before the conditions thirtieth (30th) day following the date hereof (each a "Subsequent Closing," and together with the Initial Closing, the "Closings"; with the date of any Initial Closing or Subsequent Closing, as applicable, being referred to herein as a "Closing Date"), provided however, that Van Wagoner Private Opportxxxxxxx Xxxd L.P. shall have the right to acquire up to 2,000,000 Offered Shares at the first Subsequent Closing of at least 1,000,000 Offered Shares to New Buyers, or if no such Subsequent Closing occurs, on the thirtieth (30th) day after the Initial Closing. Any such Offered Shares Van Wagoner Private Opportxxxxxxx Xxxd L.P. elects not to purchase at the first Subsequent Closing shall thereafter be available for sale as otherwise provided in this Section 1.b.ii. Any sales of Offered Shares and Warrants at Subsequent Closings shall be made on the terms and conditions set forth in Section 5.2 this Agreement and further subject shall be considered to Section 10.2(a), have been issued pursuant hereto. The Schedule of Buyers shall be amended at 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 (includingClosing, without limitationthe need to obtain the consent of any party hereto, at to reflect the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) name and address of the conditions to a Subsequent Closing set forth each New Purchaser participating 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 number of Offered Shares issued at such Subsequent Closings and the other information required by the Schedule of Buyers. Each New Purchaser who participates in a Subsequent Closing shall issue execute and sell deliver to the Company a counterpart signature page or joinder to this Agreement pursuant to which each such New Purchaser agrees to be bound by the terms and provisions hereof. The Company shall deliver to each Lender on the applicable such New Purchaser at each Subsequent Closing Date (as defined below)a Compliance Certificate executed by an executive officer of the Company, and each Lender severally, but not jointly, agrees to purchase from dated 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, certifying (i) each Lender shall pay its pro rata share that the representations and warranties made by the Company in Section 3 of this Agreement were true and correct when made, and are true and correct in all material respects as 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, Date and (ii) that all covenants, agreements, and conditions contained in this Agreement to be performed by the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested Company on or prior to such the Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered Closing have been fully performed or complied with in the name of such Lender or its designeeall material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Winwin Gaming Inc)

Subsequent Closings. Subject (a) At any time and from time to time, on or prior to thirty (30) days after the Initial Closing, the Company may sell up to 1,183,432 Preferred Shares (such shares being referred to as the "ADDITIONAL SHARES") to such Persons as may be approved by the Board of Directors (the "ADDITIONAL PURCHASERS"), at a purchase price per Additional Share of $8.45. All such sales shall be made subject to the satisfaction (or waiver by the Agent in its sole discretion) of the terms and conditions to a Subsequent Closing set forth in Section 5.2 this Agreement, in reliance on the representations 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 warranties set forth in Section 5.2 this Agreement. The closing or closings of the purchase and further subject to Section 10.2(asale of Additional Shares (a "SUBSEQUENT CLOSING"), in consideration for each applicable Lender’s payment if any, shall take place at 10:00 a.m. at the offices 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 Akin, Gump, Strauss, Hauex & Xeld, X.L.P., New York, New York, or at such other time, place and/or date as shall be agreed upon by the Company and the Additional Purchasers. At each Subsequent Closing, the Borrower Company shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)such Additional Purchasers, and each Lender severallysuch Additional Purchaser, but severally and not jointly, agrees to shall purchase from the Borrower on Company that number of Additional Shares being purchased by 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 SaleAdditional Purchaser. 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 At each Subsequent Closing, the date Company shall issue and time deliver to each Additional Purchaser, stock certificates for the Additional Shares, free and clear of such Subsequent Closing (all Liens and duly registered in the “Subsequent Closing Date”) shall be 10:00 a.m.name of each Additional Purchaser, 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 against payment 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 ClosingAdditional Purchasers, by wire transfer of immediately immediately-available funds in accordance with to the Borrower’s written wire instructionsaccount designated by the Company, of the purchase price for such Additional Shares as set forth on SCHEDULE I hereto pursuant to the paragraph below. The Initial Closing and the Subsequent Closings, if any, shall hereinafter be referred to individually as a "CLOSING" and collectively as the "CLOSINGS". For purposes of this Agreement, the date of the Initial Closing (iithe "INITIAL CLOSING DATE") and the Borrower date of each Subsequent Closing (each, a "SUBSEQUENT CLOSING DATE") shall deliver to each Lender be the Notes (in the denominations "CLOSING DATE" as such Lender shall have requested prior to such Subsequent Closing) which such Lender term is then purchasing, duly executed on behalf of the Borrower and registered used in the name of such Lender or its designeethis Agreement.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Next Generation Network Inc)

Subsequent Closings. (a) Each closing of the purchase by the Purchasers of Subsequent Closing Shares pursuant to this Agreement (the "Subsequent Closings") shall be held remotely via the exchange of final documents and signature pages, on the later of (i) the second business day following the satisfaction or waiver of the applicable conditions set forth in Section 1.4 (other than those conditions that by their nature are to be satisfied at any Subsequent Closing, but subject to their satisfaction) and (ii) the tenth (10th) business day after which the Company provides written notice to the Purchasers that the Company is exercising its option to sell Subsequent Closing Shares pursuant to Section 1.1 and the number of Subsequent Closing Shares, which shall not be less than 5,000 shares of Preferred Stock (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations or the like), the Company intends to sell in such Subsequent Closing (such written notice an "Exercise Notice"), or at such other date, time and place as the Purchasers and the Company agree (each such date, a "Subsequent Closing Date" and, together with the First Closing Date, the "Closing Dates"). Exercise Notices in respect of a Subsequent Closing may not be revoked once delivered and may only be delivered by the Company to the Purchasers on or prior to August 5, 2021 (the "Exercise Expiration Date") and no Subsequent Closing shall occur following the date of a Change of Control (as defined in the Certificate of Designations). For the avoidance of doubt, the Company may deliver to the Purchasers one or more (but in no event more than three (3)) Exercise Notices at any time on or prior to the Exercise Expiration Date; provided, that, the aggregate number of Subsequent Closing Shares subject to all Exercise Notices will not exceed 45,000 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations or the like). (b) Subject to the satisfaction (or waiver on or prior to any Subsequent Closing Date of the applicable conditions to the Subsequent Closing in Section 1.4, at such Subsequent Closing: (1) the Company will deliver, or cause to be delivered, to the Purchasers (i) evidence reasonably satisfactory to the Purchasers of the issuance of the Subsequent Closing Shares to be issued in connection with such Subsequent Closing in the name of each Purchaser by book entry on the stock ledger of the Company (or, if such Subsequent Closing Shares are to be represented in certificated form, a certificate representing such Subsequent Closing Shares) and (ii) all other documents, instruments and writings required to be delivered by the Agent in its sole discretionCompany to the Purchasers at or prior to any such Subsequent Closing pursuant to this Agreement; and (2) of the conditions each Purchaser will severally deliver or cause to be delivered (i) to a Subsequent Closing set forth bank account designated by the Company 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 writing at least two (2) business days prior to such Subsequent Closing (includingDate, without limitation, at the Closing), an amount equal to such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) Purchaser's Pro Rata Share 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) all other documents, instruments and writings required to be delivered by such Purchaser to the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested Company at or prior to any Subsequent Closing pursuant to this Agreement. (c) All deliveries at such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeClosing will be deemed to occur simultaneously.

Appears in 1 contract

Samples: Investment Agreement (Viad Corp)

Subsequent Closings. Subject (a) After the Initial Closing, at any time and from time to time up to the satisfaction date that is one (or waiver by 1) year after 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 limitationInitial Closing, at the Closing), such Lender’s Commitment. Subject to the satisfaction (one 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 more subsequent closings (each a “Subsequent Closing”) ), the Company may sell to any Additional Purchaser acceptable to the Company in its sole discretion additional Securities so long as the aggregate principal amount of any of all Notes issued and sold pursuant to this Agreement and that certain Securities Purchase Agreement, dated MAY 8, 2018 (the transactions contemplated by this Section 3.2 “Prior Purchase Agreement”), between the Company and the issuance of the additional Notes to be issued to the Lenders at such investor listed therein, does not exceed $1,000,000. Each Subsequent Closing shall occur on a date and at a time mutually acceptable to the Company and the Additional Purchaser or Purchasers then purchasing Securities and at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Company Counsel or remotely by exchange of electronic copies as the Company and the Initial Purchasers shall mutually agree. (b) At each Subsequent Closing, the date and time of Company shall deliver to each Additional Purchaser then purchasing Securities (against such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions Additional Purchaser’s deliveries 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, 2.3(c): (i) each Lender shall pay its pro rata share a Note, duly executed by the Company, payable to such Additional Purchaser in the principal amount equal to the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to this Agreement; and (ii) a Warrant, duly executed by the Company, issued in the name of such Additional Purchaser to purchase the number of shares of Common Stock equal to 10% of the applicable number of shares of Common Stock initially issuable on conversion of such Additional Purchaser’s Note. (c) At each Subsequent Closing Note Closing, each Additional Purchaser then purchasing Securities shall deliver to the Company (against the Company’s deliveries set forth in Section 2.3(b)): (i) a counterpart signature page to this Agreement, completed and duly executed by the Additional Purchaser; (ii) the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closingthis Agreement, by wire transfer of immediately available funds to the account designated by the Company in accordance with the Borrower’s written wire instructions, and writing for such purpose; 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 purchasingan Accredited Investor Questionnaire, completed and duly executed on behalf of by the Borrower and registered Additional Purchaser, together with the information specified therein necessary for the Company to verify that the Additional Purchaser is an “accredited investor” as defined in the name of such Lender or its designee.Regulation D.

Appears in 1 contract

Samples: Securities Purchase Agreement (CurAegis Technologies, Inc.)

Subsequent Closings. Subject If additional closings occur pursuant to the satisfaction Underwriting Agreement or the Exchangeable Issuer Purchase Agreement, at the Executive Share Purchase Closing or in a Subsequent Share Sale, and when the Company is required to deliver shares of Common Stock pursuant to the exercise of the Rights, then in each such case (or waiver each, a “Subsequent Offering Closing”), as and when it occurs, there shall be a subsequent closing under this Repurchase Agreement, so that in each case SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, shall sell to the Company, and the Company shall purchase from SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, the Repurchased Shares to be delivered by the Agent Company in its sole discretionthe respective Subsequent Offering Closing (it being acknowledged that it is the intention of the parties to transfer the Repurchased Shares in accordance with Direction Instructions (as defined below) provided in connection in advance of each such Subsequent Offering Closing). The occurrence of each Subsequent Offering Closing shall be subject to the condition that the representations and warranties of the SoftBank Parties in Article 2 (in the case of the conditions to a Subsequent Closing set forth the Company’s obligations) and the Company in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from Article 3 (in 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) case of the conditions to a SBGC’s, and, following the Project 6 LLC Transfer, Project 6 LLC’s, obligations) shall be true and correct as of the date of such Subsequent Offering Closing set forth as if then made. The Company shall (i) in the case of any Subsequent Offering Closing pursuant to the Underwriting Agreement or the Exchangeable Issuer Purchase Agreement (or any subsequent underwriting, initial purchaser or similar agreement as contemplated by Section 5.2 and further subject to Section 10.2(a2.6 of the Framework Agreement), in consideration for each applicable Lender’s payment of its pro rata share the case of the aggregate purchase price Executive Share Purchase or in connection with the exercise of Rights, direct the several Underwriters (or additional underwriters or initial purchasers, as applicable), Mandatory Exchangeable Issuer (or additional exchangeable issuer, as applicable), Executive Purchaser or the “Subsequent Closing Note Purchase Price”) transfer agent that received the proceeds of the Notes to be purchased by such Lenders at such Subsequent Closingexercise of the Rights, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)applicable, 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 Company 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 by wire transfer, which shall in turn immediately pay such net proceeds to SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, in immediately available funds by wire transfer, in accordance with the Borrower’s written wire instructionsinstructions provided by SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, to the Company prior to the Subsequent Offering Closing as consideration for the Repurchased Shares, net of any fees, commissions, discounts and disbursements incurred thereto and to be borne by Softbank pursuant to Section 7.1 and, if then applicable, Section 7.2 of the Framework Agreement (it being acknowledged that it is the intention of the parties to effectuate such payments in accordance with Direction Instructions provided in connection in advance of each such Subsequent Offering Closing), and (ii) to the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to extent such Subsequent Closing) Offering Closing is an additional closing under the Exchangeable Issuer Purchase Agreement, sell, assign and transfer to SBGC and, following the Project 6 LLC Transfer, Project 6 LLC, the Contingent Value Right Note issued by the Mandatory Exchangeable Issuer to the Company in connection with such Subsequent Offering Closing pursuant to the Exchangeable Issuer Purchase Agreement. Each subsequent closing under this Repurchase Agreement shall occur simultaneously with the respective Subsequent Offering Closing to which it relates. The parties acknowledge that the foregoing sales, purchases and payments may be made pursuant to direction instructions in a form consistent with Annexes A and B hereto (“Direction Instructions”). The shares of Common Stock sold in such Lender is then purchasingsubsequent closings, duly executed on behalf of together with the Borrower Initial Shares and registered in the name of such Lender or its designeeExecutive Shares, are referred to herein together as the “Repurchased Shares”.

Appears in 1 contract

Samples: Share Repurchase Agreement (T-Mobile US, Inc.)

Subsequent Closings. Subject Within a period from the date of this Agreement to the satisfaction (or waiver by Longstop Date, 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 limitationCompany may, at the Closing), such Lender’s Commitment. Subject to the satisfaction (one 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 more closings (each a “Subsequent Closing”, and collectively the “Subsequent Closings”) of any consummate the issuance and sale of the transactions contemplated by this Section 3.2 Unissued Shares (if any) and up to 45,744,502 Series E Preferred Shares in addition to the Non ODI Purchased Shares and the issuance Purchased Shares, at a price per share equal to US$1.093 per share and on substantially the same terms and conditions as set forth in the Transaction Documents. For the avoidance of doubt, the maximum number of the additional Notes Series E Preferred Shares to be issued by the Company pursuant to this Agreement and the Lenders at such Non-ODI Share Purchase Agreement shall be 182,978,009, except as otherwise agreed by the Investors. Each subscriber of Series E Preferred Shares with respect to relevant Subsequent Closing that is required to obtain the ODI Approval to consummate its Subsequent Closing shall occur at the offices execute and deliver a counterpart signature page to this Agreement to become a party to this Agreement as of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date it executes and time delivers such counterpart signature page and, if it is not an existing shareholder of the Company, a counterpart signature page to the Shareholders Agreement to become a party to the Shareholders Agreement as of the date it executes and delivers such Subsequent Closing counterpart signature page, without further action by any Party, in which case (the “Subsequent Closing Date”A) such subscriber shall be 10:00 a.m.deemed as and have all the rights and obligations of an “Investor” and a party under this Agreement as if it had executed this Agreement, Chicago timeand all schedules and exhibits hereto shall, on where applicable, be updated to reflect such subscriber as a party hereto without the date on which need to amend this Agreement, (B) the conditions Warranties of the Warrantors set forth in Section 5.2 below 3 hereof shall be satisfied or waived in accordance with this Agreement (or such later date speak as is mutually agreed to by of the Borrower Closing and the Agent). On Warrantors shall have no obligation to update any such Warranties, and (C) the representations and warranties of any Investor set forth in Section 4 at each Subsequent Closing Date, (i) each Lender shall pay its pro rata share speak as 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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Series E Preferred Share Purchase Agreement (ForU Worldwide Inc.)

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, Closings shall take place at the Closing)offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on 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 date 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 Closingtime as the Company shall determine (each, 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” and, collectively, the “Subsequent Closings” and, together with the Initial Closing, individually, a “Closing” and, collectively, the “Closings) ). The date 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 each applicable Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect is referred to herein as a “Subsequent Closing Date.” At each Subsequent Closing, the date and time Company shall deliver to each Additional Purchaser (a) an Additional Note, dated as 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 applicable Subsequent Closing Date, in an aggregate original principal amount equal to the dollar amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, (b) an Additional Warrant to purchase shares of Common Stock of the Company as set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Warrant Shares” on Schedule B attached hereto and (c) this Agreement, executed by the Company and the Additional Purchasers. The Company shall update Schedule B from time to time as necessary upon each Subsequent Closing. At each Subsequent Closing, each Additional Purchaser shall deliver to the Company the amount set forth opposite such Additional Purchaser’s name under the heading “Subsequent Closing Principal Amount” on Schedule B hereto, by any combination of (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 Closingbank check, by (ii) personal check or (iii) 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 account as the Borrower and registered in the name of such Lender or its designeeCompany designates.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (iSign Solutions Inc.)

Subsequent Closings. Subject (a) From and after the Initial Closing, the Company may request additional installments (subject to the satisfaction (or waiver by the Agent in its sole discretionSection 2.2(b) herein) of the conditions to Aggregate Commitment at one or more subsequent closings (individually, a "SUBSEQUENT ---------- CLOSING" and collectively, the "SUBSEQUENT CLOSINGS"). The Company shall request ------- ------------------- a Subsequent Closing by delivering a written notice to the Investor no less than two (2) days prior to the intended Subsequent Closing, specifying the amount (subject to Section 2.2(b) herein) and date of the applicable installment and certifying that all representations and warranties of the Company set forth in Section 5.2 4 remain true 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 correct (except as to such Subsequent Closing (including, without limitation, at changes as have occurred in the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) ordinary course of the Company's business and which do not have, individually or in the aggregate, a Material Adverse Effect) and all conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for 8 herein have been satisfied. At 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 Investor shall issue and sell to each Lender on advance 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 requisite installment of the transactions contemplated by this Section 3.2 and Aggregate Commitment, it being understood that 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 advancement of such Subsequent Closing (installment by the “Subsequent Closing Date”) Investor shall be 10:00 a.m., Chicago time, on constitute an express representation by the date on which the Investor that all 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)9 herein have been satisfied. On At 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, the Company shall issue and deliver to the Investor a Note against advancement to the Company by wire transfer the Investor of immediately available funds the installment amount of the Aggregate Commitment. The Company will not sell additional Notes to any person other than the Investor without the prior written consent of the Investor. (b) The Company shall not request an advance of an installment at any Subsequent Closing in accordance an amount in which the principal, and any accrued interest thereon, of a Note shall be convertible into greater than 19.9% of the Company's issued and outstanding Common Stock (assuming conversion of the Preferred Shares) as of the date of the advance of such installment (the "THRESHOLD --------- RESTRICTION"); provided, however, that there shall be no such Threshold ----------- --------- ------- Restriction if the Company has complied with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (Stockholder Notice set forth 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 Borrower and registered in the name of such Lender or its designeeSection 8.6 herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Number Nine Visual Technology Corp)

Subsequent Closings. Subject to If the satisfaction Maximum Offering Amount is not sold at the Initial Closing, at any time prior the earliest of (or waiver i) the date upon which subscriptions for the Maximum Offering Amount as may be increased in connection with the Over-Subscription Option) have been accepted, (ii) August 31, 2019 unless extended by the Company and the Placement Agent in its sole discretionto September 30, 2019, and (iii) the date upon which the Company and the Placement Agent elect to terminate the Offering (the earliest of such dates, the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a“Termination Date”), each applicable Lender hereby promises the Placement Agent and the Company may continue 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)accept, and each Lender severally, but not jointly, agrees continue 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 have closings (each a “Subsequent Closing” and collectively the “Subsequent Closings) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued ), up to the Lenders at Maximum Offering Amount, and if there are over-subscriptions, such Subsequent Closing shall occur at additional Shares as may be sold in connection with 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 Over-Subscription Option (the “Subsequent Closing DateShares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agent (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be 10:00 a.m., Chicago time, made on the date on which the terms and 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 Subscription Agreements, and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share the representations and warranties of the applicable Subsequent Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing Note Purchase Price (except 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 extent specified otherwise in accordance with the Borrower’s written wire instructions, Section 3) and (ii) the Borrower representations and warranties of the Additional Purchasers in Section 4 hereof shall deliver to each Lender the Notes (in the denominations speak as such Lender shall have requested prior to of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) which such Lender is then purchasingshall be deemed to be “Shares” for all purposes under this Agreement, duly executed on behalf of and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Borrower and registered in Subsequent Closings, if any, shall be known collectively herein as the name of such Lender “Closings” or its designeeindividually as a “Closing.

Appears in 1 contract

Samples: Subscription Agreement (Amesite Inc.)

Subsequent Closings. Subject to the satisfaction (The subsequent closing or waiver by the Agent in its sole discretion) closings of the conditions to transactions contemplated herein in connection with 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 Tranche (the “Subsequent Closing Note Purchase PriceClosing(s)”) shall take place on or prior to March 31, 2010, upon the affirmative election by an Investor, for itself and without requiring or limiting the participation by another Investor, in such aggregate principal amount(s) of such Subsequent Tranche(s) and on such day(s) as are determined by the Notes affirmative election of such Investor(s) at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Issuer, 0000 X Xxxxxx, XX, Xxxxxxxxxx, XX 00000 or such other location as determined by the Issuer. At the Subsequent Closing(s) (i) each Investor electing to be purchased participate in such Subsequent Closing shall remit payment in accordance with Section 1.3(b) and in the manner specified in Section 1.3(c); (ii) the Issuer shall issue to each such Investor a Note representing the amount paid by such Lenders the Investor to the Issuer at such Subsequent Closing, ; (iii) the Borrower Issuer shall issue and sell to each Lender on such Investor a Warrant or Warrants, each exercisable for five (5) years from the date of Closing at the applicable Subsequent Closing Date (as defined below)Warrant Price, and each Lender severally, but not jointly, agrees to purchase from a number of shares of Common Stock equal to the Borrower on such Subsequent Closing Date, a principal amount of Notes in Conversion Shares into which 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 paid by this Section 3.2 and the issuance of the additional Notes to be issued such Investor to the Lenders Issuer at such Subsequent Closing would be repaid; and (iv) all other actions referred to in this Agreement which are required to be taken for the Subsequent Closing(s) shall occur be taken and all other agreements and other documents referred to in this Agreement which are required for the Subsequent Closing(s) shall be executed and delivered. Notwithstanding the foregoing, if no Future Private Placement is consummated prior to the Due Date, each Warrant issued to an Investor pursuant to Section 2.1(b)(iii) above will be immediately exercisable for a number of shares of Common Stock of the Issuer equal to the amount paid by such Investor to the Issuer 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 divided 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 Borrower and registered in the name of such Lender or its designee$0.03.

Appears in 1 contract

Samples: Subscription and Security Agreement (Regen Biologics Inc)

Subsequent Closings. Subject to Notwithstanding 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)foregoing, in consideration for each applicable Lender’s payment the event that all 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 8.1 hereof are satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed respect to by the Borrower Mexico and the Agent). On each Subsequent United States, but such conditions are not satisfied with respect to one or more other jurisdictions, Seller and Buyer agree to consummate the Closing Date, with respect to those assets and liabilities of the Business for which (i) each Lender all required approvals and consents described in Section 8.1 have been obtained, or (ii) no approvals or consents are required (a "Primary Closing"). In the event of a Primary Closing, Seller shall transfer and assign to Buyer or a Buyer Designee, and Buyer or a Buyer Designee shall purchase and accept from Seller, those Purchased Assets and Assumed Liabilities constituting that part of the Business for which consents or approvals described in Section 8.1 have been obtained or are not required, and Buyer shall pay its pro rata share such amount of the applicable Subsequent Closing Note Purchase Price (as set forth on Schedule 2.3(d)) to be allocated to such part of the Business being so transferred. The closing or closings with respect to the Borrower for Purchased Assets and Assumed Liabilities not transferred, assigned, purchased and accepted at the Notes Primary Closing (each, a "Subsequent Closing") shall occur as promptly as practical after receipt of the remaining approvals and consents referred to be issued and sold to such Lender at such in Section 8.1. At each Subsequent Closing, by wire transfer Buyer shall pay to Seller such amount of immediately available funds in accordance with the Borrower’s written wire instructions, and Purchase Price (iias set forth on Schedule 2.3(d)) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior be allocated to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf part of the Borrower Business being so transferred. From the Primary Closing, the entirety of the Business shall be operated for the benefit and registered detriment of Buyer. Buyer and Seller agree to negotiate in good faith any appropriate modifications to this Agreement to effectuate the name of such Lender or its designeeforegoing."

Appears in 1 contract

Samples: Agreement for the Purchase and Sale of Assets (Tyco International LTD /Ber/)

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 below, the purchase and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount sale of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Units at Subsequent Closing (including, without limitation, Closings shall take place at the Closing)offices of 14 Cadwalader, such Lender’s Commitment. Subject to Wickxxxxxx & Xaft, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 a.m. on the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth date specified 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 (Notice, or at such other time and place as defined below), the Company 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 Investors purchasing 662/3% of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes Purchased Securities to be issued to the Lenders purchased at such Subsequent Closing mutually agree upon orally or in writing (which time and place are designated as a "Subsequent Closing"). The Company shall occur give each Investor at least twenty (20) days prior written notice (the offices "Subsequent Closing Notice") of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, which notice shall specify the date and time of such Subsequent Closing (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 aggregate number of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes Units to be issued purchased and sold to such Lender at such Subsequent Closing, by wire transfer the amount of immediately available funds in accordance the LIBOR Accrual per Unit, instructions for the payment of the purchase price and, if applicable, each Investor's Ratable Share to be purchased at such Subsequent Closing. In the event an Investor or Investors elect to request a Subsequent Closing, such Investor(s) shall deliver a written notice to the Company requesting such Subsequent Closing (an "Investor Notice"). The Company shall, promptly after receipt of an Investor Notice, deliver a Subsequent Closing Notice to each of the Investors. Such Subsequent Closing Notice shall provide each Investor with at least twenty (20) days prior written notice of the Borrower’s written wire instructionsproposed Subsequent Closing, and shall provide each Investor a period of not less than ten (ii10) days in which to notify the Borrower Company of the number of Units, if any, such Investor has elected to purchase at the Subsequent Closing. No Investor shall be obligated to purchase any Units at a Subsequent Closing requested by another Investor(s) and no Investor's rights or obligations under this Agreement shall be affected by the failure of an Investor to participate in such a Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Lender Investor participating in such Subsequent Closing a certificate and instruments representing the Notes (Purchased Securities to be purchased by such Investor, against delivery to the Company by such Investor of a wire transfer in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf amount of the Borrower aggregate purchase price therefor. Such certificates and registered instruments shall be issued in the name of such Lender or its designeenames and the proportions set forth on Schedule A hereto.

Appears in 1 contract

Samples: Subscription Agreement (Edison Schools Inc)

Subsequent Closings. Subject Upon the purchase of any Additional Notes and Additional Warrants subject to the satisfaction (or waiver by the Agent in its sole discretion) of the closing conditions to a Subsequent Closing set forth in Section 5.2 Sections 5.1, 5.3 and further subject to Section 10.2(a)5.4, 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, Closings shall take place at the Closing)offices of Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on such Lender’s Commitment. Subject to date and at such time as the satisfaction (or waiver by Borrowers and the Agent) , acting on behalf of the conditions to Purchasers, mutually agree upon in writing (each, a Subsequent Closing set forth in Section 5.2 Closing” and further subject to Section 10.2(a)collectively, in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closings”). The date of each applicable Subsequent Closing Note Purchase Price”) of the Notes is referred to be purchased by such Lenders at such herein as a “Subsequent Closing Date.” At each Subsequent Closing, the Borrower Borrowers shall issue and sell deliver to each Lender on the applicable Subsequent Closing Date Additional Purchaser (i) an Additional Note, dated as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on of such Subsequent Closing Date, a in an original 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 equal to the Lenders at dollar amount set forth opposite such Subsequent Closing shall occur at Additional Purchaser’s name under the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPheading “Additional Note Purchase Price” on Schedule II hereto, 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”) which 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 updated by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share acting on behalf of the applicable Subsequent Closing Note Purchase Price Purchasers, from time to the Borrower for the Notes to be issued and sold to such Lender at such time as necessary upon each Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, respect to such Additional Purchaser and (ii) Additional Warrants for the Borrower shall deliver to each Lender number of shares of Common Stock set forth opposite such Additional Purchaser’s name under the Notes (heading “Number of Additional Closing Warrant Shares” 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 Borrower and registered in the name of such Lender or its designeeSchedule II hereto.

Appears in 1 contract

Samples: Note Purchase Agreement (Xplore Technologies Corp)

Subsequent Closings. Subject to the satisfaction terms and ------------------- conditions herein (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 including 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 Article VII), upon either (a) the Company's written notice specifying (i) the ----------- proposed Subsequent Closing Date (which shall not be satisfied less than 20 nor more than 60 Business Days after delivery of such notice), (ii) the amount of Additional Purchased Securities to be purchased and (iii) such other information as may be requested by the Purchaser or waived (b) a payment by the Purchaser with respect to the Guaranty, or a payment by either the Fund or Dutch with respect to the Fund Guaranty, in accordance with this Agreement each case whether as a result of a call by CIBC or a voluntary investment which has the effect of reducing the amount outstanding under the Guaranty, which the Purchaser and the Funds may elect to make such payment by the purchase of a number of Additional Purchased Securities equal to the quotient obtained by dividing the amount of such payment by the Per Share Price for an aggregate purchase price equal to the amount of such payment then the closing of each such purchase and sale of the Additional Purchased Securities (each, a "Subsequent Closing") shall take place on such proposed Subsequent ------------------ Closing Date, or such later other date as is mutually agreed to by the Borrower and parties hereto (the Agent"Subsequent Closing Date"), at the offices of Xxxxxxxx & Xxxxx at 000 Xxxx ----------------------- Xxxxxxxx Xxxxxx, Chicago, Illinois or at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or such other place as shall be mutually agreed to by the parties hereto. On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price Company will deliver to the Borrower for Purchaser a certificate representing the Notes to be issued and sold to such Lender number of shares of Series A Convertible Preferred purchased 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 Closing purchased at such Subsequent Closing) Closing which together represent the Additional Purchased Securities purchased by the Purchaser at such Lender is then purchasing, duly executed on behalf of the Borrower and Subsequent Closing to be registered in the name of such Lender or its designeethe Purchaser against delivery by the Purchaser of the purchase price therefor by payment of cash to the Company in accordance with Section 3.2. ------------ -------------------------- /1/ As of the date hereof, the Guaranty Amount is equal to $6,000,000 and the Purchaser may purchase up to an additional amount of 266.667 ($10 million less $6 million divided by $15) shares of Series A Convertible Preferred.

Appears in 1 contract

Samples: Purchase Agreement (Stein Avy H)

Subsequent Closings. Subject to (a) After 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 limitationInitial Closing, at any time and from time to time for up to one hundred twenty (120) days after 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 Initial 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 at one or more subsequent closings (each a “Subsequent Closing”) of ), the Company may sell to any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued Additional Purchaser acceptable to the Lenders at such Company in its sole discretion additional Securities so long as the aggregate principal amount of all Notes issued and sold pursuant to this Agreement does not exceed $3,000,000. Each Subsequent Closing shall occur on a date and at a time mutually acceptable to the Company and the Additional Purchaser or Purchasers then purchasing Securities and at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Company Counsel or remotely by exchange of electronic copies as the Company and the Initial Purchasers shall mutually agree. (b) At each Subsequent Closing, the date and time of Company shall deliver to each Additional Purchaser then purchasing Securities (against such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions Additional Purchaser’s deliveries 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 Agent2.3(c). On each Subsequent Closing Date, ): (i) each Lender shall pay its pro rata share a Note, duly executed by the Company, payable to such Additional Purchaser in the principal amount equal to the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to this Agreement; and (ii) a Warrant, duly executed by the Company, issued in the name of such Additional Purchaser to purchase the number of shares of Common Stock equal to 10% of the applicable number of shares of Common Stock initially issuable on conversion of such Additional Purchaser’s Note. (c) At each Subsequent Closing Note Initial Closing, each Additional Purchaser then purchasing Securities shall deliver to the Company (against the Company’s deliveries set forth in Section 2.3(b)): (i) a counterpart signature page to this Agreement, completed and duly executed by the Additional Purchaser; (ii) the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closingthis Agreement, by wire transfer of immediately available funds to the account designated by the Company in accordance with the Borrower’s written wire instructions, and writing for such purpose; 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 purchasingan Accredited Investor Questionnaire, completed and duly executed on behalf of by the Borrower and registered Additional Purchaser, together with the information specified therein necessary for the Company to verify that the Additional Purchaser is an “accredited investor” as defined in the name of such Lender or its designee.Regulation D.

Appears in 1 contract

Samples: Securities Purchase Agreement (CurAegis Technologies, Inc.)

Subsequent Closings. (i) Subject to and in reliance upon the representations and warranties set forth in Section 3 below, and the satisfaction (or waiver by the Agent in its sole discretionwaiver) of the conditions to a Subsequent Closing set forth in Section 5.2 Sections 6 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 Closing7 below, the Borrower Parent shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below)additional Buyer, and each Lender additional Buyer severally, but not jointly, agrees to purchase from the Borrower Parent on such the Subsequent Closing DateDate (as defined below), a principal amount of Notes Debentures as is set forth opposite such Buyer’s name in column (4) on the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice Schedule of Purchase and SaleBuyers. The aggregate purchase price (the “Subsequent Purchase Price”) of the Debentures to be purchased by the Buyers at the Second Closing shall be up to $4,375,000. Each subsequent closing (each a “Subsequent Closing”) of any the purchase of the transactions contemplated Debentures by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing Buyers shall occur at the offices of DeMint Law, PLLC, 3753 Xxxxxx Xxxxxx Xxxxxxxx LLPParkway, 000 Xxxx Xxxxxx XxxxxxXxxxx Xxxxx 000, Xxxxx 0000Xxx Xxxxx, Xxxxxxx, Xxxxxxxx Xxxxxx 00000. With respect to each Subsequent Closing, the The date and time of such Subsequent the Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago timePacific Standard Time, on from time to time after the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with of this Agreement with the final Subsequent Closing Date to be no later than July 31, 2015. (or such later date as is mutually agreed to by the Borrower and the Agent). ii) On each a Subsequent Closing Date, (i) each Lender Buyer shall pay its pro rata share of the applicable aggregate Subsequent Closing Note Purchase Price to the Borrower Parent for the Notes Debentures to be issued and sold to such Lender Buyer at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the BorrowerParent’s written wire instructions (or the applicable escrow wire instructions, if any), and (ii) the Borrower Parent shall deliver to each Lender Buyer (A) the Notes Debentures (in the denominations as such Lender Buyer shall have requested prior to such Subsequent the Closing) which such Lender Buyer is then purchasing, duly executed on behalf of the Borrower Parent and registered in the name of such Lender Buyer or its designeedesignee and (B) a Class C Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Guardian 8 Holdings)

Subsequent Closings. Subject to the satisfaction terms and conditions of this Agreement, the Company may sell, on or before October 22, 2006, any unsold Shares (or waiver by the Agent in its sole discretion) of the conditions up to a Subsequent Closing set forth in Section 5.2 maximum aggregate of ten million one hundred thousand seven hundred 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 fifty six (including, without limitation, 10,100,756) shares 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 all Closings (as defined below), at the same price per share as the Shares sold at the Initial Closing to such other persons and each Lender severallyentities as are determined by the Company and the Board of Directors of the Company, 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 and approved in writing to pay in respect thereof, pursuant to a Notice by holders of Purchase and Sale. The closing sixty percent (60%) of the Common Stock issuable or issued upon the conversion of the Shares (each a approved new investor, an Subsequent ClosingAdditional Purchaser) ), following the fulfillment or waiver 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 5 hereof or at such other time and place as the Company and the Additional Purchaser(s) mutually agree upon, orally or in writing (each of which time and place is designated as a “Subsequent Closing,” and with the Initial Closing, each a “Closing”). Any Additional Purchaser shall be satisfied or waived in accordance with considered a “Purchaser” for purposes of this Agreement, and any Series D Preferred Stock so acquired by such Additional Purchaser shall be considered “Shares” for the purposes of this Agreement (or and all other agreements contemplated hereby upon execution by such later date as is mutually agreed to by Additional Purchaser of an appropriate counterpart signature page. Upon each such event, the Borrower Company shall prepare 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 distribute to the Borrower for Purchasers (including the Notes to be issued and sold to such Lender at such Subsequent ClosingAdditional Purchasers) a revised Exhibit A, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower which 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 Borrower and registered in include the name of each Additional Purchaser and the number of shares of Series D Preferred Stock to be purchased by each Additional Purchaser. Upon the Subsequent Closing of the sale of shares of Series D Preferred Stock to any Additional Purchaser, such Lender Additional Purchaser shall also, as evidenced by an applicable executed counterpart signature page, become a party to the Related Agreements and shall have the rights and obligations hereunder and thereunder. Each Subsequent Closing shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California. The Purchasers hereby irrevocably waive any pre-emptive rights or its designeerights of first offer, and related notice rights, they may possess now or hereafter with respect to sales of Series D Preferred Stock made pursuant to this Section 2.2.

Appears in 1 contract

Samples: Collaborative Research Agreement (Codexis Inc)

Subsequent Closings. Subject to the satisfaction terms and conditions of this Agreement, the Company may sell, on or before December 5, 2007, any unsold Shares (or waiver by the Agent in its sole discretion) of the conditions up 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 maximum 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 six million four hundred thirty-four thousand three hundred thirty-eight (including, without limitation, 6,434,338) Shares 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 all Closings (as defined below), at the same price per share as the Shares sold at the Initial Closing to such other persons and each Lender severally, but not jointly, agrees to purchase from entities as are determined by the Borrower on such Subsequent Closing Date, a principal amount Company and the Board of Notes in Directors of the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing Company (each a such new investor, an Subsequent ClosingAdditional Purchaser) ), following the fulfillment or waiver 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 5 hereof or at such other time and place as the Company and the Additional Purchaser(s) mutually agree upon, orally or in writing (each of which time and place is designated as a “Subsequent Closing,” and with the Initial Closing, each a “Closing”). Any Additional Purchaser shall be satisfied or waived in accordance with considered a “Purchaser” for purposes of this Agreement, and any Series E Preferred Stock so acquired by such Additional Purchaser shall be considered “Shares” for the purposes of this Agreement (or and all other agreements contemplated hereby upon execution by such later date as is mutually agreed to by Additional Purchaser of an appropriate counterpart signature page. Upon each such event, the Borrower Company shall prepare 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 distribute to the Borrower for Purchasers (including the Notes to be issued and sold to such Lender at such Subsequent ClosingAdditional Purchasers) a revised Exhibit A, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower which 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 Borrower and registered in include the name of each Additional Purchaser and the number of shares of Series E Preferred Stock to be purchased by each Additional Purchaser. Upon the Subsequent Closing of the sale of shares of Series E Preferred Stock to any Additional Purchaser, such Lender Additional Purchaser shall also, as evidenced by an applicable executed counterpart signature page, become a party to the Related Agreements (as defined below) and shall have the rights and obligations hereunder and thereunder. Each Subsequent Closing shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Menlo Park, California. The Purchasers hereby irrevocably waive any pre-emptive rights or its designeerights of first offer, and related notice rights, they may possess now or hereafter with respect to sales of Series E Preferred Stock made pursuant to this Section 2.2.

Appears in 1 contract

Samples: Collaborative Research Agreement (Codexis Inc)

Subsequent Closings. Subject In the event that the Company shall not have sold all 1,100,000 shares of the Preferred Shares at the Initial Closing, the Company and the Purchasers agree that at one or more subsequent closings (collectively, the "Subsequent Closings" and, individually, a "Subsequent Closing"; the Initial Closing and each Subsequent Closing referred to herein as a "Closing" and collectively as the "Closings"), the Company may issue and sell any of the unsold Preferred Shares ("Additional Shares") to one or more accredited investors who shall be subject to the satisfaction approval (or waiver by the Agent in its sole discretionwhich approval shall not be unreasonably withheld) of each of Battery Ventures IV, L.P. ("Battery") and the conditions Board of Directors of the Company (the "Additional Purchasers", which Additional Purchasers may also be Purchasers or affiliates of Purchasers); provided, however, that no such approval of Battery shall be required with respect to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)any Additional Purchasers who (i) are listed on Exhibit 1.04(b) or (ii) are admitted as Additional Purchasers after January 1, 1999. In all events 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 other than with respect to the satisfaction (or waiver by the Agent) option of the conditions Battery and Battery Investments Partners IV, LLC to a Subsequent Closing purchase Additional Shares as set forth in Section 5.2 and further subject below) shall occur on or before January 31, 1999 and, provided, further, any shares sold 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 Additional Purchasers (other than Battery or any of its affiliates) shall not exceed 501,320 of the Preferred Shares, of which no more than 80,264 of such Preferred Shares shall be issuable pursuant to conversion of existing indebtedness or contractual obligations of the Company. The Company and the Purchasers further agree that (i) the Company shall amend this Section 3.2 and Agreement solely to provide for the issuance of the additional Notes to be issued Additional Shares to the Lenders at such Subsequent Closing Additional Purchasers under the terms and conditions of this Agreement and (ii) the Additional Purchasers shall occur at become parties to this Agreement as amended by executing counterparts hereof. At least 20 days prior to the offices date of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date Company shall notify Battery, and provide Battery with the right (but not the obligation) to exercise the option (described in Section 1.04(c) below) at the time of such Subsequent Closing Closing. Notwithstanding the foregoing, in the event that the Company sells at least 263,158 Additional Shares to a single Additional Purchaser (or group of affiliated Additional Purchasers) at any Subsequent Closing, then the “Subsequent Closing Date”option provided to Battery (as described in Section 1.04(c)) 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 7 -3- expire if not exercised at such Subsequent Closing, by wire transfer of immediately available funds in accordance with Closing following the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (notice provided for 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 Borrower and registered in the name of such Lender or its designeepreceding sentence.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc)

Subsequent Closings. Subject to Subsequent sales of Series V Preferred Stock and Series V-1 Preferred Stock may occur on or around February 2, 2001 or at the satisfaction (or waiver by the Agent in its sole discretion) discretion of the conditions to Company at a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)later date which shall be no later than June 1, 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 2001 (the “Subsequent Closing Note Purchase Price”) of Closing,” and together with the Notes to be purchased by such Lenders at such Subsequent Initial Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below“Closing”), 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 Company may sell up to the balance of the transactions contemplated by this Section 3.2 authorized number of shares of Series V Preferred Stock and Series V-1 Preferred Stock not sold at the issuance Initial Closing to those Subsequent Purchasers who shall be set forth on Schedule B, at a price not less than $1.50 per share (except with respect to the shares of the additional Notes to be Series V Preferred Stock and Series V-1 Preferred Stock issued to the Lenders at such Subsequent Closing holders of Bridge Warrants which 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 at a price of $0.01 per share as required by the terms of the Bridge Warrants, to the extent such holders of Bridge Warrants exercise their rights thereunder prior to the Subsequent Closing in accordance with the procedures set forth by Company’s Board of Directors). Upon the terms set forth herein, each Subsequent Purchaser listed on the Schedule of Subsequent Purchasers as of the Initial Closing Date, hereby agrees to purchase at the Subsequent Closing the number of shares of Series V Preferred Stock and Series V-1 Preferred Stock set forth next to such Lender Purchaser’s name on the Schedule of Subsequent Purchasers at such a price per share of $1.50 per share of Series V Preferred Stock and Series V-1 Preferred Stock as set forth on Schedule B hereto. At the Subsequent Closing, subject to the Subsequent Purchasers’ deliveries hereunder, the Company will deliver to each Subsequent Purchaser the stock certificates representing the Series V Preferred Stock and Series V-1 Preferred Stock purchased at the Subsequent Closing with each registered in such Subsequent Purchaser’s name, upon payment of the purchase price thereof by a cashier’s or certified check, or by wire transfer of immediately available funds to an account designated by the Company in accordance with the Borrower’s written wire instructionswriting, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to amount set forth opposite such Subsequent ClosingPurchaser’s name on Schedule B hereto. Any such Subsequent Purchaser shall become a party to this Agreement, that certain Registration Agreement (as defined below) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeVoting Agreement (as defined below).

Appears in 1 contract

Samples: Reclassification and Sale of Shares Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)

Subsequent Closings. Subject The Investors on a pro-rata basis, or any part of them and any additional persons joining the Investors to whom an Investor has assigned his/her right to purchase any portion of the Takedown Shares, where such additional persons (“Additional Investors”) have signed Purchase Agreements similar to this Agreement and escrow agreements similar to the satisfaction (or waiver by Escrow Agreement in a form acceptable to the Agent in Company and its legal counsel shall have the right to purchase, at their sole discretion, additional number of shares provided that the aggregate number of shares purchased pursuant to Section 1.2 and 1.3 shall not exceed 15,000,000 (“Takedown Shares”), for the same purchase price per share paid hereunder (as adjusted to reflect stock dividends, stock splits, re-capitalization and the like) and otherwise on the same terms and conditions as set forth herein. Closings 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 sale 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 Takedown Shares (each a “Subsequent Closing”) of shall be held at such location and time as may be notified at least three business days in advance in writing by any of the transactions contemplated Investors Representatives to the Company, within 90 days after the date of the first Closing pursuant to Section 1.2 herein above. At a Subsequent Closing the Company shall deliver to the Escrow Agent pursuant to the Escrow Agreements on behalf of each Investor and/or Additional Investor participating in such Subsequent Closing (i) a certificate representing the Common Stock that the Investor is purchasing pursuant to the terms hereof delivered to the Investor; (ii) an executed Warrant exercisable by each Investor for a number of shares equal to the Shares purchased by such Investor (“Takedown Warrant”); (iii) a receipt for the Purchase Price actually received; and (iv) the other documents listed in Section 4 of this Section 3.2 Agreement, against payment of the purchase price therefor by certified check, bank draft, wire transfer or any combination thereof and execution of this Agreement and any other Transaction Agreement as defined herein, in the event not already executed by such Investor. The Investors and the Company further agree that: (i) the Company shall amend this Agreement solely to provide for the issuance of the additional Notes to be issued Takedown Shares and Takedown Warrants to the Lenders at such Subsequent Closing shall occur at Investors and/or Additional Investors under the offices terms and conditions of Xxxxxx Xxxxxx Xxxxxxxx LLPthis Agreement, 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 Additional Investors shall deliver become parties to this Agreement and other Transaction Agreements. The terms “Shares”, “Warrants”, “Closing” and “Investor”, when used in this Agreement shall respectively be deemed to include such Takedown Shares and Takedown Warrants as are issued, 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 Borrower Closing and registered in the name of such Lender or its designeeeach Additional Investor.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Pluristem Life Systems Inc)

Subsequent Closings. Subject to the satisfaction (or waiver by the Agent The Company may, in its sole discretion) of discretion from time to time from the conditions to date hereof until December 31, 2025, deliver a Subsequent Closing Notice to the Purchasers, and the Purchasers may, in their sole discretion upon written notice to the Company within three (3) Business Days of receipt thereof, accept or reject such Subsequent Closing Notice (and if no such notice is delivered by the Purchasers within such time period, such Subsequent Closing Notice shall be deemed rejected and shall be null and void). Once a Subsequent Closing Notice has been accepted in accordance with the preceding sentence, 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, the number of Closing Shares equal to the quotient of (i) the aggregate Subscription Amount (as set forth in such Subsequent Closing Notice), divided by (ii) the Purchase Price (with each Purchaser being obligated to purchase its pro rata portion of such Closing Shares, consistent with each Purchaser’s Closing Shares purchased at the Initial Closing, unless otherwise agreed to by the Parties). Each Purchaser acquiring Closing Shares at a Subsequent Closing shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subsequent Subscription Amount pursuant to Section 2.3(b)(ii)(1), and the Company shall deliver to each Purchaser its respective Closing Shares pursuant to Section 2.3(b)(i)(1), and the Company and each Purchaser shall deliver the other items 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 2.3(b) deliverable at such Subsequent Closing. Each Subsequent Closing shall occur remotely upon the later of (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the i) immediately following satisfaction (or waiver by the Agent) of the covenants and conditions to a Subsequent Closing set forth in Section 5.2 2.4(b) and further subject to Section 10.2(a)(ii) the date, in consideration if any, specified 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 Dateas set forth in the Subsequent Closing Notice (each such 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 Notwithstanding the foregoing, upon written notice to the Company accompanying any Subsequent Closing DateNotice, (i) each Lender shall pay any Purchaser may designate one or more of its pro rata share of the applicable Subsequent Affiliates to purchase Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Shares in a Subsequent Closing, by wire transfer of immediately available funds in accordance with which case such Affiliate shall execute a joinder to this Agreement, in a form reasonably acceptable to the Borrower’s written wire instructionsCompany, 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 Borrower and registered in the name of such Lender or its designeethereafter constitute a “Purchaser” hereunder for all purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venus Concept Inc.)

Subsequent Closings. Subject (i) Following the Initial Closing, the Purchasers shall have the right, at their sole discretion, to purchase at one or more closings (A) additional Series B Notes up to a maximum principal amount of $1,023,773.63 and (B) additional Series C Notes up to a maximum principal amount of $1,692,153.85. To exercise such right, the Purchasers shall deliver to the satisfaction (or waiver by Company a counterpart signature page to this Subscription Agreement indicating 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 Series B Notes not and/or Series C Notes for which they desire to exceedsubscribe and, when aggregated with within three business days thereafter, the principal amount of Notes acquired Purchasers shall pay to the Company the purchase price for such additional Notes. (ii) Subject to all conditions to closing being satisfied or waived (other than those conditions that by such Lender prior to such Subsequent Closing (including, without limitation, their nature will be satisfied at the Closingclosing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) closing of the conditions to a Subsequent Closing set forth in Section 5.2 purchase and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment sale of its pro rata share of the aggregate purchase price any additional Series B Notes (the “Subsequent Closing Note Purchase PriceStage II Closing”) of and/or any additional Series C Notes (the Notes to be purchased by such Lenders at such Subsequent Stage III Closing”, collectively with Subsequent Stage II Closing, the Borrower shall issue and sell sometimes referred 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 take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Txxxxxxx Hxxx LLP at 300 Xxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000. With respect to each Subsequent ClosingXxx Xxxx, or such other or place as a majority of the Purchasers and the Company shall have agreed, on the date and time of that sufficient funds for such Subsequent Closing purchase are received by the Company (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 At each Subsequent Closing, the Company shall issue to the applicable Purchaser(s) a Series B Note or Series B Notes and/or a Series C Note or Series C Notes, as applicable, in the aggregate principal amount subscribed for by such Purchaser(s). The Initial Closing Date and each Subsequent Closing Date may be referred to herein as a “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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Subscription Agreement (Clean Coal Technologies Inc.)

Subsequent Closings. Subject From the date hereof until the 24-month anniversary of the First Closing, from time to time at the satisfaction (or waiver by the Agent election of each Purchaser in its sole discretion, such Purchaser shall have the right to purchase (“Purchaser Option”) its pro-rata share of an additional $25 million of Debentures (based on the original Subscription Amount as to the First Closing hereunder) (such Purchaser’s pro-rata share, the “Purchaser Option Amount”), all or in part, on the same terms and conditions as the Debentures issued at the First Closing, mutatis mutandis. To exercise its right to a Purchaser Option, a Purchaser shall notify the Company, in writing, of its election to exercise the Purchaser Option (“Optional Notice Date”), which notice shall indicate the portion of such Purchaser’s Purchaser Option Amount it wishes to purchase (“Subsequent Closing Subscription Amount”). Withing 5 Trading Days of the Optional Notice Date, upon the terms and subject to the conditions set forth herein, the Company agrees to a sell, and the such Purchaser, severally and not jointly with the other Purchasers, agrees to purchase, Debentures for the Subsequent Closing Subscription Amount. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s applicable Subsequent Closing Subscription Amount as set forth in the Purchaser Option notice, and the Company shall deliver to each Purchaser its respective Debenture, as determined pursuant to Section 2.3(a), and the Company and each Purchaser shall deliver the other items 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, 2.3 deliverable at the Subsequent Closing), such Lender’s Commitment. Subject to the Upon satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 covenants 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 Sections 2.3 and 2.4, the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share take place remotely by electronic transfer 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 Borrower and registered in the name of such Lender or its designeedocumentation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lion Group Holding LTD)

Subsequent Closings. Subject to the satisfaction terms and conditions ------------------- hereof: (a) at one or waiver by more Closings following the Agent Initial Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest (subject to Permitted Encumbrances) in its sole discretion) and to all of the conditions to a Subsequent Sites being transferred at such Closing set forth in Section 5.2 and further subject (as determined pursuant to Section 10.2(a2.5(b)), each applicable Lender hereby promises to purchase from other than any Restricted Sites, Section 2.6(b)(ii) Sites that have been deferred beyond the Borrower an aggregate principal amount relevant Closing and Strategic Sites; and (b) following the occurrence of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing first four Closings (including, without limitation, at including the Initial Closing), at each subsequent Closing, Seller shall have the right to require Buyer to purchase, and Buyer shall have the right to require Seller to sell, Closable Sites in increments of no fewer than 25, provided that at any time that there are fewer than an aggregate of 25 Closable Sites and Restricted Sites and Section 2.6(b)(ii) Sites that have not been previously transferred from Seller to Buyer, then in such Lender’s Commitmentevent in increments reasonably agreed to by Buyer and Seller (and if no such agreement is reached, in increments of one). Following expiration of the deferral period specified by Seller pursuant to Section 2.6(b) with respect to a Section 2.6(b)(ii) Site, such Section 2.6(b)(ii) Site shall be treated as either a Closable Site or (if listed on Section 3.1 of the Seller Disclosure Schedule and such Site has not subsequently become a Closable Site) a Restricted Site, for purposes of this Section 2.7. Subject to the satisfaction (or waiver by the Agent) of the terms and 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 Closinghereof, 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 subsequent Closings 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 as soon as possible following the date on which the applicable conditions set forth in Section 5.2 below Articles VIII and IX (other than those requiring the execution and delivery of agreements or other documents at such Closings) shall have been satisfied or duly waived. The final Closing shall be satisfied deemed to have occurred at the Closing which immediately preceded the earlier of such time as (i) there are no remaining Closable Sites, Restricted Sites or waived Section 2.6(b)(ii) Sites or (ii) Seller designates that any remaining Restricted Sites shall be Excluded Sites pursuant to Section 3.2(a) (the "Final Closing"), and if the Final Closing ------------- shall not have occurred prior to the Final Termination Date, then it shall occur on the Final Termination Date. (c) At each subsequent Closing: (i) Buyer shall deliver to Seller the Applicable Purchase Price in accordance with this Agreement immediately available funds by wire transfer to an account in the United States designated by Seller, by written notice to Buyer, not later than two business days prior to such Closing Date. (ii) Seller shall assign and transfer to Buyer, as applicable and subject to the last sentence of Section 2.5(b), all of Seller's right, title and interest (subject to Permitted Encumbrances) in and to (A) all of the Sites being transferred to Buyer at such Closing as scheduled by Seller pursuant to Section 2.5(b), (B) all of the Closable Sites listed in a schedule to be provided by Seller to Buyer, or such if no schedule is so provided by Seller, in a schedule to be provided by Buyer to Seller, in each case, no later date as is mutually agreed than 10 days prior to the applicable Closing Date and (C) all of the Section 2.6(b)(ii) Sites listed in a schedule to be provided by Seller to Buyer no later than 10 days prior to the Borrower and the Agent). On each Subsequent applicable Closing Date, (i) in each Lender shall pay its pro rata share case, excluding any Strategic Sites, and in each case, by delivery of the applicable Subsequent Closing Note Purchase Price following, each duly executed by Seller: (1) a General Assignment and Assumption Agreement; (2) Deeds with respect to the Borrower for tracts of Owned Land which are being transferred at the Notes applicable Closing; and (3) such other instruments of conveyance, assignment and transfer as may be necessary to be issued transfer and sold assign to such Lender Buyer the Sites included in the applicable Closing, in each case, in form and substance reasonably acceptable to Buyer and Seller and which do not increase Buyer's or Seller's liability or exposure beyond that which is contemplated by this Agreement. (iii) Buyer shall assume from Seller the due payment, performance and discharge of each Lease/License, User Lease and Related Contract related to the Sites being transferred to Buyer at such Subsequent ClosingClosing and shall assume all Assumed Liabilities relating to, or arising in connection with the operation, ownership, use or occupancy of, such Sites, by wire transfer delivery of immediately available funds the following, each duly executed by Buyer: (A) the General Assignment and Assumption Agreement referred to in accordance with the Borrower’s written wire instructionsSection 2.7(c)(ii), and (iiB) such other instruments of assumption as may be necessary to cause Buyer to assume the Borrower Lease/Licenses, User Leases, Related Contracts and Assumed Liabilities relating to the Sites covered by such Closing, in each case, in form and substance reasonably acceptable to Buyer and Seller and which do not increase Buyer's or Seller's liability or exposure beyond that which is contemplated by this Agreement; and (iv) Seller and Buyer shall also deliver the certificates and other contracts, documents and instruments required to each Lender be delivered under Articles VIII and IX, including amendments to the Notes (in schedules to the denominations as such Lender shall have requested prior Collateral Agreements to such Subsequent Closing) reflect the addition thereto of the Sites to which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designeeClosing applies (as contemplated by Section 6.8).

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Tower Corp /Ma/)

Subsequent Closings. Subject (a) At each of the subsequent Closings, TAG shall deliver each of the following as to the satisfaction Building or Property being acquired at such Closing: (i) duly executed and notarized grant deeds (the "Deeds") in the form attached hereto as Exhibit U, subject only to the --------- Permitted Exceptions; (ii) duly executed bills of sale (the "Bills of Sale") in the form attached hereto as Exhibit V, conveying the Personal Property --------- without warranty of title or waiver use and without warranty, express or implied, as to merchantability and fitness for any purpose; (iv) duly executed assignment and assumption agreements (the "Assignments of Contracts") in the form attached hereto as Exhibit X; --------- (v) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of TAG; (vi) FIRPTA and CALFIRPTA certificates in the form attached hereto as Exhibit Y duly executed by the Agent appropriate TAG entities, if required under applicable laws and regulations for similar transactions; (vii) join with KR to execute notices (the "Tenant Notices") in its sole discretion) the form attached hereto as Exhibit Z, which KR shall send to each tenant promptly after the Closing, informing such tenant of the conditions transfer of the Properties and of the assignment to a Subsequent KR of TAG's interest in, and obligations under the Leases (including, if applicable, any Security Deposits), and directing that all Rent and other sums payable after the Closing under each such Lease be paid as set forth in Section 5.2 the notice; (viii) the original Leases and further subject to Section 10.2(a)the Operating Agreements, each applicable Lender hereby promises to purchase from together with such leasing and Property files and records located at the Borrower an aggregate principal amount of additional Notes not to exceedProperties or TAG's office, when aggregated which are material in connection with the principal amount continued operation, leasing and maintenance, but excluding any Confidential Documents. For a period of Notes acquired by such Lender prior three (3) years after the Closing, KR shall allow TAG and its representatives access without charge to such Subsequent Closing (includingall files, without limitation, records and documents delivered to KR at the Closing), upon reasonable advance notice and at all reasonable times, to make copies of any and all such Lender’s Commitment. Subject files, records and documents, which right shall survive the Closing; (ix) keys (if any) to, and possession and occupancy, subject only to the satisfaction Permitted Exceptions; (or waiver x) such affidavits as may be customarily and reasonably required by the AgentTitle Company; (xi) of the conditions an executed closing statement reasonably acceptable 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 Borrower and registered in the name of such Lender or its designee.TAG; and

Appears in 1 contract

Samples: Contribution Agreement (Kilroy Realty Corp)

Subsequent Closings. Subject to (a) The second closing (the satisfaction (or waiver by the Agent in its sole discretion“Second Closing”) of the conditions to purchase of the Notes in return for the Consideration paid by each Lender shall take place remotely via the exchange of documents and signatures immediately upon the closing of the transactions contemplated by the Merger Agreement, or at such other time and place as the Company and the Lenders purchasing a Subsequent Closing set forth majority in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from interest of 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 sold at the Initial Closing agree upon orally or in writing. In the event the Second Closing does not occur due to the failure to occur of the transactions contemplated by such Lenders at such Subsequent Closingthe Merger Agreement by November 15, 2021 (and not due to a breach of this Agreement by any party), the Borrower obligations of each party hereunder with respect to the Second Closing shall automatically terminate with no liability to any of the parties relating to such Second Closing. (b) In addition, Magnetar Financial LLC and its affiliates (“Magnetar”) shall, at its election, have the right to purchase additional Notes, in one or more transactions, and the Company shall issue and sell such additional Notes to each Lender on Magnetar, in return for Consideration in the applicable Subsequent Closing Date aggregate amount of up to $25,000,000, such right to exercisable by Magnetar for one (as defined below)1) year following the date hereof (each, an “Optional Closing”, and each Lender severallytogether with the Second Closing, 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”) ); provided that the aggregate amount of any of Consideration paid to the transactions contemplated by this Section 3.2 Company in exchange for such additional Notes at the Optional Closing(s), together with the Notes issued at the Initial Closing and the issuance Second Closing, does not exceed $100,000,000. Any subsequent purchasers of the additional Notes to be issued to the Lenders at such Subsequent an Optional Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPbecome a party to, 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.entitled to receive, Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived Notes in accordance with this Agreement (or Agreement. Each Optional Closing shall take place at such later date locations and at such times as is shall be mutually agreed to upon orally or in writing by the Borrower Company and such purchasers of additional Notes. The date of the Agent). On each Initial Closing, the Second Closing and any Subsequent Closing (each, a “Closing”) are each referred to herein as a “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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Note Purchase Agreement (Appgate, Inc.)

Subsequent Closings. Subject The Investors on a pro-rata basis, or any part of them and any additional persons joining the Investors to whom an Investor has assigned his/her right to purchase any portion of the Takedown Shares, where such additional persons ("Additional Investors") have signed Purchase Agreements similar to this Agreement and escrow agreements similar to the satisfaction (or waiver by Escrow Agreement in a form acceptable to the Agent in Company and its legal counsel shall have the right to purchase, at their sole discretion, additional number of shares provided that the aggregate number of shares purchased pursuant to Section 1.2 and 1.3 shall not exceed 15,000,000 ("Takedown Shares"), for the same purchase price per share paid hereunder (as adjusted to reflect stock dividends, stock splits, re-capitalization and the like) and otherwise on the same terms and conditions as set forth herein. Closings of the conditions sale of such Takedown Shares (each a "Subsequent Closing") shall be held at such location and time as may be notified at least three business days in advance in writing by any of the Investors Representatives to the Company, within 90 days after the date of the first Closing pursuant to Section 1.2 herein above. At a Subsequent Closing set forth the Company shall deliver to the Escrow Agent pursuant to the Escrow Agreements on behalf of each Investor and/or Additional Investor participating 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 i) a certificate representing the Closing), such Lender’s Commitment. Subject Common Stock that the Investor is purchasing pursuant to the satisfaction terms hereof delivered to the Investor; (or waiver ii) an executed Warrant exercisable by each Investor for a number of shares equal to 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 Shares purchased by such Lenders at such Subsequent ClosingInvestor ("Takedown Warrant"); (iii) a receipt for the Purchase Price actually received; and (iv) the other documents listed in Section 4 of this Agreement, against payment of the Borrower shall issue purchase price therefor by certified check, bank draft, wire transfer or any combination thereof and sell to each Lender on the applicable Subsequent Closing Date (execution of this Agreement and any other Transaction Agreement as defined below)herein, 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 Saleevent not already executed by such Investor. The closing Investors and the Company further agree that: (each a “Subsequent Closing”i) of any of the transactions contemplated by Company shall amend this Section 3.2 and Agreement solely to provide for the issuance of the additional Notes to be issued Takedown Shares and Takedown Warrants to the Lenders at such Subsequent Closing shall occur at Investors and/or Additional Investors under the offices terms and conditions of Xxxxxx Xxxxxx Xxxxxxxx LLPthis Agreement, 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 Additional Investors shall deliver become parties to this Agreement and other Transaction Agreements. The terms "Shares", "Warrants", "Closing" and "Investor", when used in this Agreement shall respectively be deemed to include such Takedown Shares and Takedown Warrants as are issued, 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 Borrower Closing and registered in the name of such Lender or its designeeeach Additional Investor.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Pluristem Life Systems Inc)

Subsequent Closings. Subject (a) From and after the Initial Closing, the Company may request additional installments (subject to the satisfaction (or waiver by the Agent in its sole discretionSection 2.2(b) herein) of the conditions to Aggregate Commitment at one or more subsequent closings (individually, a "SUBSEQUENT CLOSING" and collectively, the "SUBSEQUENT CLOSINGS"). The Company shall request a Subsequent Closing by delivering a written notice to the Investor no less than two (2) days prior to the intended Subsequent Closing, specifying the amount (subject to Section 2.2(b) herein) and date of the applicable installment and certifying that all representations and warranties of the Company set forth in Section 5.2 4 remain true 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 correct (except as to such Subsequent Closing (including, without limitation, at changes as have occurred in the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) ordinary course of the Company's business and which do not have, individually or in the aggregate, a Material Adverse Effect) and all conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)8 herein have been satisfied. At each such 3 - 3 - Subsequent Closing, in consideration for each applicable Lender’s payment of its pro rata share the Investor shall advance the requisite installment of the aggregate purchase price (Aggregate Commitment, it being understood that the “Subsequent Closing Note Purchase Price”) advancement of such installment by the Notes to be purchased Investor shall constitute an express representation by such Lenders at the Investor that all conditions set forth in Section 9 herein have been satisfied. At each such Subsequent Closing, the Borrower Company shall issue and sell deliver to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees Investor a Note against advancement to purchase from the Borrower on such Subsequent Closing Date, a principal Company by the Investor of the installment amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and SaleAggregate Commitment. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the Company will not sell additional Notes to be issued to any person other than the Lenders Investor without the prior written consent of the Investor. (b) The Company shall not request an advance of an installment at such any Subsequent Closing in an amount in which the principal, and any accrued interest thereon, of a Note shall occur at be convertible into greater than 19.9% of the offices Company's issued and outstanding Common Stock (assuming conversion of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the Preferred Shares) as of the date and time of the advance of such Subsequent Closing installment (the “Subsequent Closing Date”) "THRESHOLD RESTRICTION"); provided, however, that there shall be 10:00 a.m., Chicago time, on no such Threshold Restriction if the date on which Company has complied with the conditions Stockholder Notice 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 Borrower and registered in the name of such Lender or its designee8.6 herein.

Appears in 1 contract

Samples: Securities Purchase Agreement (Silicon Graphics Inc /Ca/)

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 The Company may issue and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of sell 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 Securities (the “Subsequent Closing Note Purchase PriceSecurities”) of the Notes in one or more closings on or prior to be purchased by such Lenders at such Subsequent ClosingSeptember 15, 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 2011 (each a “Subsequent Closing” and, together with the Initial Closing, a “Closing”) of any of to certain investors that are existing investors in 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 Company’s capital stock (the “Subsequent Investors”) until the aggregate principal amount of Notes issued and sold is equal to the Maximum Principal Amount (including any additional Notes that any Investors have the right to purchase pursuant to this clause (c) or any Addendum. Each Subsequent Closing shall take place on such dates (each, a “Subsequent Closing Date” and, together with the Initial Closing Date, a “Closing Date”) and at such times and places as the Company and the Subsequent Investor(s) shall mutually agree. Each Subsequent Investor under this Section 2.1(c), by executing an addendum to this Agreement, in the form attached hereto as the Addendum (an “Addendum”), shall be 10:00 a.m.deemed to be an Investor as of the date hereof for all purposes under this Agreement and shall be subject to the terms and conditions hereof, Chicago timeand any Notes and Warrants purchased and sold in a Subsequent Closing shall be deemed to be “Notes” and “Warrants,” respectively, under this Agreement, and any such Investor shall, by executing an Addendum, become a party to the Registration Rights Agreement and shall have the rights and obligations of an Investor hereunder and thereunder. Each Investor shall have the right, but not the obligation, to purchase anytime prior to September 15, 2011 (on one or more occasions), additional Notes (and a corresponding number of Warrants) in a principal amount up to the aggregate limit set forth under the caption “Option for Additional Purchase of Notes and Warrants” on the date Schedule of Investors hereto or 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)applicable Addendum. On each Subsequent Closing Date, (i) each Lender shall pay If any Investor does not purchase its pro rata portion (a “Declining Investor”), the other Investor has the right to purchase on September 16, 2011 on a pro rata basis such Declining Investor’s 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 Remaining 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 and a corresponding number of the Borrower and registered in the name of such Lender or its designeeWarrants).

Appears in 1 contract

Samples: Subscription Agreement (Globalstar, Inc.)

Subsequent Closings. (i) Subject to the satisfaction pay-to-play and automatic conversion provisions of Section 2(d), a subsequent sale and purchase of Notes (or waiver by the Agent in its sole discretion“First Subsequent Closing”) of occurred on December 1, 2010 (the conditions to a “First Subsequent Closing Date”) pursuant to which the Purchasers purchased an aggregate of $5,000,000 Notes and Warrants to purchase an aggregate of 529,294 Warrant Shares as follows: (A) each Purchaser delivered to the Company by check or wire transfer of immediately available funds such Purchaser’s First Subsequent Loan Amount set forth in Section 5.2 and further subject to Section 10.2(aopposite each such Purchaser’s name under the heading “First Subsequent Loan Amount” on the Schedule of Purchasers attached hereto (such Purchaser’s “First Subsequent Loan Amount”), (B) the Company issued and delivered to each applicable Lender hereby promises to purchase from Purchaser a Note in favor of such Purchaser in the Borrower an aggregate corresponding principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior equal to such Purchaser’s First Subsequent Closing Loan Amount and (including, without limitation, at C) the Closing), such Lender’s Commitment. Company issued and delivered to each Purchaser a Warrant exercisable for the number of Warrant Shares set forth on Schedule I. (ii) Subject to the satisfaction (or waiver by the Agent) pay-to-play and automatic conversion provisions of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a2(d), subsequent sales and purchases of Notes in consideration for each applicable Lender’s payment of its pro rata share of an amount not to exceed $16,000,000 in the aggregate and Warrants to purchase price an aggregate of up to 1,640,124 Warrant Shares shall occur in three subsequent closings (the each, a “Subsequent Closing Note Purchase Price”) of Closing” and, together with the Notes to be purchased by such Lenders at such First Subsequent Closing, the Borrower shall issue “Subsequent Closings”). Such Subsequent Closings currently are expected to be in the following amounts and sell to on or about the following dates: (i) $7,000,000 on or about Xxxxx 0, 0000, (xx) $6,000,000 on or about July 8, 2011, and (iii) $3,000,000 on or about December 15, 2011; provided that the actual date and amount of each Lender on the applicable Subsequent Closing Date shall be determined by the Required Purchasers, in their sole discretion, including on any date prior to the currently expected closing date. Each Subsequent Closing shall be held at such date and time as elected by the Required Purchasers, with at least 10 days prior written notice to the Company and all Purchasers (as defined below)each, and each Lender severally, but not jointly, agrees to purchase from the Borrower on such a “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 At each Subsequent Closing, the date Purchasers shall purchase Notes and time Warrants in the aggregate amounts as the Required Purchasers shall determine as follows: (i) each Purchaser shall deliver to the Company by check or wire transfer of immediately available funds an amount equal to such Purchaser’s pro rata share (determined in proportion to the outstanding vested shares of Common Stock and Series A Preferred Stock on an as converted held by such Purchaser) of the aggregate principal amount of all Notes to be purchased at each Subsequent Closing (and set forth opposite each such Purchaser’s name under the headings Second Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, Loan Amount,” “Third Subsequent Loan Amount” and “Fourth Subsequent Loan Amount” on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived Schedule of Purchasers attached hereto as Schedule I, as amended from time to time in accordance with this Agreement (or each a Purchaser’s “Subsequent Loan Amount”), (ii) the Company shall issue and deliver to each Purchaser a Note in favor of such later Purchaser in the corresponding principal amount equal to such Purchaser’s Subsequent Loan Amount and (iii) the Company shall issue and deliver to each Purchaser a Warrant in favor of such Purchaser which shall be exercisable for the number of Warrant Shares equal to such Purchaser’s Subsequent Warrant Amount (as defined below) in accordance with Section 2(e). Each Subsequent Closing shall be made on the terms and conditions set forth in this Agreement. At each Subsequent Closing, the representations and warranties of the Company in Section 3 hereof (and the Schedule of Exceptions delivered to the Purchasers in the Initial Closing (the “Schedule of Exceptions”) shall be deemed to speak as of the date of each Subsequent Closing and the Company shall, if necessary and subject to the approval of the Required Purchasers, update the Schedule of Exceptions as is mutually of each Subsequent Closing. The Initial Closing(s) and each Subsequent Closing are sometimes referred to as the “Closing” and the Initial Closing Date and each Subsequent Closing Date are sometimes referred to as the “Closing Date”. In the event any Purchaser fails to purchase the entire Subsequent Loan Amount for such Subsequent Closing, any remaining Subsequent Loan Amount and the corresponding Warrant Shares may be reallocated in such manner agreed to by the Borrower Company 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 Borrower and registered in the name of such Lender or its designeeRequired Purchasers.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Unigene Laboratories Inc)

Subsequent Closings. Subject The parties understand that, from ------------------- time to time following the First Closing, the Company may sell, and the Trust shall purchase if so instructed by the Company, additional Company Stock (each closing of such subsequent transaction being referred to herein as a "Subsequent Closing"). The Company shall give notice, as described below (the "Sale Notice"), to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Trustee regarding each 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 no later than two (2) business days prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) date 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, unless the Borrower shall issue and sell Trustee elects 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 waive 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 Salecondition. The closing Sale Notice shall set forth (each a “Subsequent Closing”i) of any the date 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, (ii) the date number of Repurchased Shares and time of New Shares, if any, to be sold to, and purchased by, the Trust and (iii) the aggregate consideration to be paid by the Trust for such shares as determined pursuant to Section 3.1 (a) and (b) hereof (the "Subsequent Purchase Amount"). The Trust shall pay 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 Purchase Amount by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of paying to the applicable Company at the Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing$.01 per New Share, if any, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructionsfunds, and (ii) increasing (as of the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to date of such Subsequent Closing) which such Lender is then purchasingthe principal amount outstanding under the Note by an amount equal to the Subsequent Purchase Amount minus the amount paid pursuant to clause (i) of this sentence. All Subsequent Closings will be held at the offices of Xxxx, duly executed Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of the Borrower and registered date identified in the name Sale Notice, or at such other time, date and place as may be mutually agreed upon by the Company and the Trustee. The Company may defer the sale of Company Stock pursuant to this Section 3.2.1 if the Company reasonably determines that there are sufficient legal, financial or accounting reasons for the Company to defer the timing of such Lender or its designeesale and notifies the Trustee in writing of such deferral.

Appears in 1 contract

Samples: Employee Benefits Trust Agreement (Ultramar Diamond Shamrock Corp)

Subsequent Closings. Subject (a) If the Company shall desire to sell all or a portion of the Securities authorized in accordance with Section 1.1 hereof but not sold on the Initial Closing Date nor sold by the Company to third party purchasers pursuant to Section 4.6(iv) hereof, it shall, on not more than two occasions, deliver written notice to that effect to each Purchaser, indicating the amount of Securities it desires to sell (which amount shall include not less than $1,000,000 principal amount of Notes) and the date (the "Subsequent Closing Date") on which the closing (the "Subsequent Closing") of such sale shall take place. Each such notice shall be delivered at least 30 business days prior to the satisfaction Subsequent Closing Date and the Subsequent Closing Date shall occur no later than the date which is nine months after the Initial Closing Date (or waiver by the Agent "Nine-Month Anniversary Date"). Each such notice shall be irrevocable. (b) Molex shall have the right to purchase Notes and a corresponding number of Warrants determined in its sole discretionaccordance with Section 1.1(c) hereof at Subsequent Closings, provided it delivers written notice to the Company and the other Purchasers within 10 business days of receipt of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject Company's notice delivered pursuant to Section 10.2(a)1.4(a) hereof in connection with any Subsequent Closing, each applicable Lender hereby promises to purchase from specifying the Borrower an aggregate principal amount of additional Notes not and number of Warrants to exceed, when aggregated with be purchased at such Subsequent Closing; provided that the principal amount of Notes acquired purchased by Molex at all Subsequent Closings shall not exceed $2,127,877 in the aggregate. Such notice of Molex shall be irrevocable. If Molex delivers such Lender prior a notice to the Company pursuant to this section 1.4(b), the Company shall, within three business days after receipt by the Company of such notice from Molex, deliver written notice to the other Purchasers to that effect, disclosing the contents of Molex's notice. If Molex fails timely to deliver such notice to the Company and the other Purchasers, it shall be deemed to have elected not to purchase any Securities at such Subsequent Closing and the Company shall, within three business days of the end of such 10 business day period, deliver notice to that effect to the other Purchasers. (includingc) If the amount of Securities indicated by the Company in the notice delivered pursuant to Section 1.4(a) hereof in connection with any Subsequent Closing exceeds the amount Molex has elected to purchase pursuant to Section 1.4(b) hereof, without limitationAmpersand LP and Ampersand CFLP shall collectively have the right to purchase up to thirty percent (30%) of such excess, provided that each Ampersand entity intending to purchase Securities pursuant to this Section 1.4(c) delivers written notice to that effect to the Company and Morgxxxxxxxx xxxhin five business days of receipt of the Company's notice delivered to the Ampersand entities pursuant to Section 1.4(b) hereof. Such notice of the Ampersand entity (or entities) intending to purchase Securities pursuant to this Section 1.4(c) shall be irrevocable and shall specify the aggregate principal amount of Notes and number of Warrants to be purchased at such Subsequent Closing. If either or both of the ClosingAmpersand entities delivers such a notice to the Company pursuant to this section 1.4(c), the Company shall, within three business days after receipt by the Company of such Lender’s Commitmentnotice from either or both of the Ampersand entities, deliver written notice to Morgxxxxxxxx xx that effect, disclosing the contents of the Ampersand entities' notice. Subject If either or both of the Ampersand entities fails timely to deliver such notice to the satisfaction Company and Morgxxxxxxxx, xxch Ampersand entity or entities shall be deemed to have elected not to purchase any Securities at such Subsequent Closing and the Company shall, within three business days of the end of such 10 business day period, deliver notice to that effect to Morgxxxxxxxx. (or waiver d) If the amount of Securities indicated by the AgentCompany in the notice delivered pursuant to Section 1.4(a) hereof in connection with any Subsequent Closing exceeds the amount Molex has elected to purchase pursuant to Section 1.4(b) hereof and the amount Ampersand LP and Ampersand CFLP collectively have elected to purchase pursuant to Section 1.4(c) hereof, Morgxxxxxxxx xxxll purchase such excess on the Subsequent Closing Date indicated in the notice delivered by the Company pursuant to section 1.4(a) hereof. In no event shall Morgxxxxxxxx xx required to purchase Securities under this Agreement in excess of the conditions to a Subsequent Closing set maximum commitment of Morgxxxxxxxx xxx 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 1.2(a) hereof. (the “e) Any Subsequent Closing Note Purchase Price”shall take place at a location agreed upon by the Company and each Purchaser participating in such Subsequent Closing. (f) of At each Subsequent Closing: (1) the Company shall deliver to each Purchaser participating in such Subsequent Closing, (A) Notes to be purchased by such Lenders Purchaser at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable dated such Subsequent Closing Date and duly executed by the Company and (as defined below)B) a corresponding number of Warrants determined in accordance with Section 1.1(c) hereof, and each Lender severally, but not jointly, agrees to purchase from the Borrower on dated such Subsequent Closing DateDate and duly executed by the Company, a principal amount of Notes and (2) each Purchaser participating 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 deliver to the Borrower Company the purchase price for the Notes to be issued and sold to such Lender Securities being purchased 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 Borrower and registered in the name of such Lender or its designee.such

Appears in 1 contract

Samples: Subordinated Notes and Warrant Purchase Agreement (Sheldahl Inc)

Subsequent Closings. Subject (a) At any time, on or after June 24, 2006 and prior to December 15, 2006, the satisfaction (or waiver by the Agent Company, may, in its sole discretion, deliver to the Investor one or more written notices in the form attached hereto as Exhibit D (each, a "PURCHASE NOTICE") specifying (i) The dollar amount of Common Stock (with respect to each Purchase Notice, the "PURCHASE AMOUNT") it elects to sell to the Investor on the closing date for such sale; (ii) The closing date for such sale (which date shall be 15 days after the effectiveness of the Purchase Notice); (iii) The number of shares of Common Stock to be issued on such closing date; and (iv) The price per share of Common Stock used to calculate the number of shares of Common Stock to be issued on such closing date. If the Purchase Notice involves a Purchase Amount, which when aggregated with the Purchase Amount of Common Stock previously sold to the Investor hereunder exceeds $2,500,000, the Company shall confirm in such Purchase Notice that a registration statement (the "PRE-ISSUANCE REGISTRATION STATEMENT") covering the resale of the shares of Common Stock to be issued on such closing date has been declared and is effective and that the certificates representing such shares shall not bear a restricted securities legend. Notwithstanding the foregoing, (A) the Company may not issue more than three Purchase Notices; (B) the closing date for a Purchase Notice may not occur within 45 days of the closing date for another Purchase Notice hereunder; (C) the Purchase Amount that the Company may elect to sell to the Investor under a single Purchase Notice on any closing date shall not exceed $4,000,000; (D) the aggregate Purchase Amount that the Company may elect to sell to the Investor under all Purchase Notices may not exceed the Maximum Purchase Price; and (E) any Purchase Amount not sold under this Agreement on or before December 31, 2006 will lapse if not used. (b) The number of shares of Common Stock to be issued in connection with a Purchase Notice shall be determined by dividing (1) the Purchase Amount specified in the Purchase Notice by (ii) the greater of (A) $0.64 and (B) 80% of the volume-weighted average of the Closing Prices (as defined below) of the conditions Common Stock for the five consecutive Trading Days (as defined below) immediately preceding the date that the Company sends such Purchase Notice to the Investor. (c) The Investor agrees that payment of the full Purchase Amount with respect to a Subsequent Closing set forth Purchase Notice shall be made on the date specified in Section 5.2 and further subject the Purchase Notice (the "PAYMENT DATE") through the Letter of Credit. Upon receipt by the Confirming Bank of the information required by the Letter of Credit, the Confirming Bank shall wire to Section 10.2(a)the Company's designated account on the Payment Date the Purchase Amount specified by the Company. (d) Notwithstanding the foregoing, each applicable Lender hereby promises the Investor shall have no obligation hereunder to purchase from any shares of Common Stock if the Borrower an aggregate principal amount Purchase Amount of additional Notes not to exceedsuch shares, when aggregated with the principal amount Purchase Amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject Common Stock previously sold to the satisfaction Investor under this Agreement, exceeds $2,500,000 unless the Pre-Issuance Registration Statement has been declared and is effective and the certificates representing such shares will not bear a restricted securities legend. (or waiver by the Agente) 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 The Investor covenants that during period from the Borrower on such Subsequent Closing Date, a principal amount date hereof until the earlier 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 ClosingDecember 31, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, 2006 and (ii) the Borrower shall deliver date the Company is no longer entitled to each Lender sell any additional shares of Common Stock to the Notes Investor under this Agreement (in because the denominations as such Lender shall have requested prior Company has sold the full US$9,750,000 contemplated by this Agreement or otherwise), neither the Investor nor any of its affiliates nor any entity managed or controlled by the Investor will ever enter into or execute or cause any person to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf enter into or execute any "short sale" of the Borrower and registered in the name any shares of such Lender or its designeeCommon Stock.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Idera Pharmaceuticals, Inc.)

Subsequent Closings. Subject (a) The Company engages in the biosolids management business and from time to time undertakes acquisitions which are synergistic with or otherwise complementary to its business. The Purchasers intend to provide up to an aggregate of $125 million in equity financing to the satisfaction Company as the equity portion of the debt and equity financing necessary to fund the acquisitions which were Approved Uses under the Original Purchase Agreement, to fund the acquisition taking place on the date of this Agreement and to fund future acquisitions (or waiver each, an "Acquisition") and for certain other uses, in each case ----------- as approved by the Agent in its sole discretion) Board of Directors of the Company (the "Board") and the GTCR ----- Purchasers (an "Approved Use"). In order to implement the foregoing, the GTCR ------------ Purchasers may purchase from time to time after the August 2000 Closing, subject to the terms and conditions to a Subsequent Closing set forth herein, upon the written request of the Board in Section 5.2 connection with an Approved Use, up to an additional 63,488 shares of one or more New Series (as defined below) at a price of $1,000 per share (such amounts to be adjusted from time to time as a result of stock dividends, stock splits, recapitalization and further subject to Section 10.2(asimilar events) (each, a "Subsequent Closing"). In ------------------ connection with each such Subsequent Closing, the Board shall designate a new series of convertible preferred stock in the form of and with the rights and preferences of the certificate of designations set forth as Exhibit A hereto and --------- with an initial Conversion Price specified therein which shall be mutually agreed upon by the Board and the Majority Holders (a "New Series"), each applicable Lender hereby promises taking into ---------- account, among other things, an assumed equity value for the Company equal to purchase from the Borrower an aggregate principal amount result of (i) seven multiplied by the Company's earnings before interest, taxes and amortization minus (ii) the Company's outstanding indebtedness. Any additional Notes not purchases of Preferred Stock by the GTCR Purchasers pursuant to exceed, when aggregated this Agreement shall be allocated between the GTCR Purchasers in accordance with the principal amount allocation percentages opposite to each GTCR Purchaser's name under the heading "GTCR Allocations" on the Schedule of Notes acquired Purchasers to the August 2000 Closing. ------------------------------------------------- (b) Simultaneously with any purchase by such Lender prior to the GTCR Purchasers of Preferred Stock at such Subsequent Closing (includingpursuant to Section 1C(a) above, without limitationthe ------------- TCW/Crescent Lenders will purchase, and the Company will sell to the TCW/Crescent Lenders, at a price of $1,000 per share, a number of shares of the Closing), such Lender’s Commitment. Subject series of Preferred Stock being sold to the satisfaction (or waiver by the Agent) of the conditions to a GTCR Purchasers at such Subsequent Closing set forth in Section 5.2 and further subject equal to Section 10.2(a), in consideration for each applicable Lender’s payment (i) the number of its pro rata share shares of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes Preferred Stock to be purchased by such Lenders the GTCR Purchasers from the Company at such Subsequent Closing, multiplied by (ii) 0.059322034; provided, however, that, with respect to a Subsequent Closing, -------- ------- the Borrower TCW/Crescent Lenders shall issue not have the right to purchase (and the Company shall not have the right or obligation to sell to each Lender on the applicable TCW/Crescent Lenders) Preferred Stock pursuant to this Section 1C(b) in connection with such ------------- Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from if the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Initial Lender has agreed in writing to pay in respect thereof, make a loan to the Company 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 Subordinated Loan Agreement at such Subsequent Closing and the TCW/Crescent Lenders do not make a loan pursuant to the Subordinated Loan Agreement at such Subsequent Closing. The maximum aggregate amount that the TCW/Crescent Lenders shall occur fund pursuant to this Section 1C(b) shall be ------------- $3,766,213. Any purchases of Preferred Stock by the TCW/Crescent Lenders pursuant to this Agreement shall be allocated among the TCW/Crescent Lenders in accordance with the allocation percentages opposite to each TCW/Crescent Lender's name under the heading "TCW/Crescent Allocations" on the Schedule of Purchasers to the August 2000 ----------------------------------------- Closing. For the avoidance of doubt, for all purposes hereof, each purchase of ------- Preferred Stock by the TCW/Lenders pursuant to this Section 1C(b) will be deemed ------------- to be at and a part of each Subsequent Closing. (c) The closing of the purchase and sale of the Preferred Stock to be purchased at each Subsequent Closing pursuant to Section 1C(a) and (b) shall --------------------- take place at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxx, 000 Xxxx Xxxxxx XxxxxxXxxxxxxx Xxxxx, Xxxxx 0000Chicago, Xxxxxxx, Xxxxxxxx 00000Illinois 60601 or at such other place as may be mutually agreeable to the Company and the GTCR Purchasers. With respect to At each Subsequent Closing, the date and time Company shall deliver to each Purchaser stock certificates evidencing the Preferred Stock to be purchased by it, registered in such Purchaser's or the name of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m.its nominee, 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 upon payment 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 Closingpurchase price thereof by a cashier's or certified check, or 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 account as designated by the Borrower and registered in the name of such Lender or its designeeCompany.

Appears in 1 contract

Samples: Purchase Agreement (GTCR Golder Rauner LLC)

Subsequent Closings. Subject As contemplated by Section 1.1(b), upon written notice to the satisfaction Purchasers that the Company has borrowed the maximum aggregate amount available for borrowing (or waiver as such amount may be increased from time to time) under that certain Venture Loan and Security Agreement, by and between Horizon Technology Funding Company LLC, a Delaware limited liability company, and the Agent in its sole discretion) of Company, dated January 14, 2005 (as the conditions same may from to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(atime be amended, restated, refinanced and/or replaced, the “Horizon Loan Agreement”), each applicable Lender hereby promises the Company may, at its option, issue and sell to the Purchasers, and the Purchasers shall be required to purchase from the Borrower Company, up to an aggregate principal amount of additional Notes 790,952 shares of Series C-2 Preferred Stock at one or more (but not to exceedmore than two) Subsequent Closings, when aggregated in accordance with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing clauses (including, without limitation, at the Closing), such Lender’s Commitment. Subject i) and (ii) below and subject to the satisfaction terms and conditions described below in this Section 1.3(b) and Section 1.5(b). (or waiver by the Agenti) If, as of the conditions to a Subsequent Closing end of any month, the Company’s aggregate cash balance and short-term investment balance is less than $400,000, as 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 Company’s balance sheet, prepared in accordance with GAAP (as defined belowa “Balance Trigger”), and each Lender severallyprovided that Xxxxxxx XxXxxxx is then serving as the chief executive officer of i2 Technologies, but not jointlyInc. (“i2”), agrees the Company shall have sixty (60) days from the date of a Balance Trigger to provide written notice to the Purchasers to require the Purchasers to purchase from the Borrower on Company an aggregate of 395,476 shares of Series C-2 Preferred Stock (the “First Subsequent Closing”). Each Purchaser shall be required to purchase only its Pro Rata Portion of the Subsequent Purchased Securities being offered by the Company at the First Subsequent Closing. The First Subsequent Closing shall take place within fifteen (15) days following the date upon which the Purchasers have received such written notice of the Company’s decision to require the Purchasers to acquire the Series C-2 Preferred Stock (the “First Subsequent Closing Date”). Such notice shall be accompanied by an officer’s certificate, executed by the Company’s chief financial officer and currently dated, confirming satisfaction of the conditions set forth in this Section 1.3(b). (ii) If the Company again meets a Balance Trigger at any time after completion of the First Subsequent Closing and if Xxxxxxx XxXxxxx is the chief executive officer of i2 at that time, the Company shall have sixty (60) days from the date of that Balance Trigger to provide written notice to the Purchasers to require the Purchasers to acquire from the Company an aggregate of 395,476 shares of Series C-2 Preferred Stock (the “Second Subsequent Closing”; together with the First Subsequent Closing, collectively, the “Subsequent Closings”). Each Purchaser shall be required to purchase only its Pro Rata Portion of the Subsequent Purchased Securities being offered by the Company at the Second Subsequent Closing. The Second Subsequent Closing shall take place within fifteen (15) days following the date upon which the Purchasers have received written notice of the Company’s decision to require the Purchasers to acquire the Series C-2 Preferred Stock (the “Second Subsequent Closing Date”; together with the First 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”) ). Such notice shall be 10:00 a.m.accompanied by an officer’s certificate, Chicago timeexecuted by the Company’s chief financial officer and currently dated, on the date on which confirming satisfaction of the conditions set forth in this Section 5.2 below shall be satisfied 1.3(b). (iii) Notwithstanding the foregoing provisions of this Section 1.3(b), or waived in accordance with any other provision of this Agreement (or such later date as is mutually agreed to by the Borrower and contrary, the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share right of the applicable Company to require the Purchasers to purchase Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent ClosingPurchased Securities shall terminate on February 28, 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 Borrower and registered in the name of such Lender or its designee2007.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (I2 Technologies Inc)

Subsequent Closings. (i) Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the terms and conditions to a Subsequent Closing set forth in Section 5.2 and further subject this Agreement, the Company shall have the right, exercisable on two occasions upon, in each instance, ten (10) days written notice to Section 10.2(athe Purchaser (each, a "Subsequent Closing Notice"), each applicable Lender hereby promises to require the Purchaser to purchase from the Borrower an Debentures in such aggregate principal amount of additional Notes not up to exceed, when aggregated with $500,000 as the principal amount of Notes acquired by such Lender prior to Company may designate in such Subsequent Closing Notice. The Company may deliver the first Subsequent Closing Notice no earlier than the expiration of the tenth (including10th) day after the Initial Closing Date and no later than September 15, without limitation1998. The Company may deliver a second Subsequent Closing Notice no earlier than the later of (x) the tenth (10th) day following the first Subsequent Closing (as defined below) and (y) September 25, at the Closing)1998, such Lender’s Commitmentand no later than October 5, 1998. Subject to the satisfaction (or waiver by terms and conditions set forth herein, the Agent) closing of the conditions to purchase of Debentures following a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)Notice (each, 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 a "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 00000Robinson Xxxxxxxxn xx xxxxx than the tenth (10th) day following receipt by the Purchaser of a Subsequent Closing Notice. With respect to The date of each Subsequent ClosingClosing is referred to herein as a "Subsequent Closing Date." Notwithstanding the foregoing, the date and time periods set forth in this Section 1.1(b) may be modified upon the mutual consent of the parties. (ii) At each Subsequent Closing the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (1) Debentures, registered in the name of the Purchaser, with an aggregate principal amount of up to the lesser of (x) the principal amount indicated in the Subsequent Closing Notice for such Subsequent Closing and (the “Subsequent Closing Date”y) shall $500,000, and (2) all other executed instruments, agreements and certificates as are required to 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 delivered 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 Company at such Subsequent Closing, including without limitation, executed and acknowledged Transfer Agent Instructions; and (B) the Purchaser shall deliver (1) the amount, in U.S. dollars, equal to the amount contemplated in clause (A)(1) above by wire transfer of immediately available immediate funds in accordance with to an account designated by the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as Company for such Lender shall have requested purpose prior to such Subsequent Closing and (2) all executed instruments, agreements and certificates as are required to be delivered by the Purchaser at such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Convertible Debenture Purchase Agreement (Innovacom Inc)

Subsequent Closings. Subject to Each Subsequent Closing under this Agreement shall take place at the satisfaction offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, Xxx Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 (or waiver by such other place as the Agent Participants may agree upon in its sole discretionwriting) of on the conditions to a relevant Subsequent Closing set forth in Date. Notwithstanding the foregoing provisions of this Section 5.2 and further subject to Section 10.2(a)6.2, the obligation of each applicable Lender hereby promises Participant 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 (Obligatory Additional Shares 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 Optional Additional Shares to be purchased by such Lenders it at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable a Subsequent Closing Date shall be subject to the fulfillment of the following conditions: (as defined below), a) The representations and warranties of each Lender severally, but not jointly, agrees to purchase from the Borrower other Participant set forth in Article IV shall be true and correct on such Subsequent Closing Date. (b) The representations and warranties of the Company set forth in Article V, a principal amount including updated Schedules 5.4 and 5.5, shall be true and correct on the Subsequent Closing Date. (c) The other Participant shall have purchased all of Notes the Initial Shares to be purchased by it at the Initial Closing. (d) Each Participant shall have received all required governmental and regulatory approvals, and all waiting periods under any applicable antitrust regulations shall have expired, in connection with the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice formation of Purchase the Company and Sale. The closing (each a “Subsequent Closing”) of any the consummation of the transactions contemplated by this Section 3.2 Agreement. (e) The Company shall have developed a written business plan mutually acceptable to the Participants (the “Business Plan”) and in the issuance event that the Business Plan is dated more than twelve months before the date of a Subsequent Closing, the Business Plan shall have been updated on such terms mutually acceptable to the Participants. (f) The Company shall have received either (i) payment from each other Participant of the additional Notes purchase price for the Obligatory Additional Shares or Optional Additional Shares to be issued to the Lenders purchased by such Participant 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 an account designated by or on behalf of the Borrower Company on or prior to the Subsequent Closing, or (ii) transfer of Contributed Assets, pursuant to Section 3.2(f), by such Participant to the Company at their fair market value, as mutually agreed by the Participants pursuant to Section 3.2(f). (g) The Company shall have maintained in full force and registered effect a directors’ and officers’ liability policy in such amounts and on such terms mutually acceptable to the name Participants. (h) This Agreement and the Additional Agreements shall be in full force and effect and neither the Company nor any other Participant which is not an Affiliate shall be in material breach of such Lender its obligations under this Agreement or its designeeunder the Additional Agreements. (i) Each Participant shall have executed either the Shareholders’ Agreement or a Shareholders’ Agreement Joinder Agreement.

Appears in 1 contract

Samples: Capital Contribution Agreement (Apollo Group Inc)

Subsequent Closings. Subject (a) After the Initial Closing, at any time and from time to time up to the satisfaction date that is one (or waiver by 1) year after 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 limitationInitial Closing, at the Closing), such Lender’s Commitment. Subject to the satisfaction (one 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 more subsequent closings (each a “Subsequent Closing”) ), the Company may sell to any Additional Purchaser acceptable to the Company in its sole discretion additional Securities so long as the aggregate principal amount of any of all Notes issued and sold pursuant to this Agreement and that certain Securities Purchase Agreement, dated ____________, 2018 (the transactions contemplated by this Section 3.2 “Prior Purchase Agreement”), between the Company and the issuance of the additional Notes to be issued to the Lenders at such investor listed therein, does not exceed $2,500,000. Each Subsequent Closing shall occur on a date and at a time mutually acceptable to the Company and the Additional Purchaser or Purchasers then purchasing Securities and at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Company Counsel or remotely by exchange of electronic copies as the Company and the Initial Purchasers shall mutually agree. (b) At each Subsequent Closing, the date and time of Company shall deliver to each Additional Purchaser then purchasing Securities (against such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions Additional Purchaser’s deliveries 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, 2.3(c): (i) each Lender shall pay its pro rata share a Note, duly executed by the Company, payable to such Additional Purchaser in the principal amount equal to the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to this Agreement; and (ii) a Warrant, duly executed by the Company, issued in the name of such Additional Purchaser to purchase the number of shares of Common Stock equal to 10% of the applicable number of shares of Common Stock initially issuable on conversion of such Additional Purchaser’s Note. (c) At each Subsequent Closing Note Closing, each Additional Purchaser then purchasing Securities shall deliver to the Company (against the Company’s deliveries set forth in Section 2.3(b)): (i) a counterpart signature page to this Agreement, completed and duly executed by the Additional Purchaser; (ii) the Purchase Price set forth on such Additional Purchaser’s counterpart signature page to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closingthis Agreement, by wire transfer of immediately available funds to the account designated by the Company in accordance with the Borrower’s written wire instructions, and writing for such purpose; 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 purchasingan Accredited Investor Questionnaire, completed and duly executed on behalf of by the Borrower and registered Additional Purchaser, together with the information specified therein necessary for the Company to verify that the Additional Purchaser is an “accredited investor” as defined in the name of such Lender or its designee.Regulation D.

Appears in 1 contract

Samples: Securities Purchase Agreement (CurAegis Technologies, Inc.)

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 Restatement 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 Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Financing Agreement (Elevate Credit, Inc.)

Subsequent Closings. Subject If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior to July 19, 2020, or at such later date as the Company and Placement Agents may mutually agree, subject to the satisfaction (or waiver by the Agent in its sole discretionas provided herein) of the conditions to a Subsequent Closing set forth in Section 5.2 5 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount 6 of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired this Agreement (other than those conditions that by such Lender prior to such Subsequent Closing (including, without limitation, their nature will be satisfied at the Closing), such Lender’s Commitment. Subject but subject to the satisfaction (or waiver by the Agentas provided herein) 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”such conditions) 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 ” and collectively the transactions contemplated by this Section 3.2 “Subsequent Closings” and the issuance of the additional Notes to be issued to the Lenders at such date that a Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLPoccurs, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the a “Subsequent Closing Date”), the Company may sell additional shares of Common Stock up to the Maximum Offering Amount, and if there are over-subscriptions, additional shares of Common Stock may be sold at the Per Share Purchase Price in connection with the Over-Subscription Option (collectively, the “Subsequent Closing Shares”) to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agents, including the Purchaser. Any Subsequent Closing Shares issued and sold to the Purchaser pursuant to this Section 1 (b) (ii) shall be 10:00 a.m., Chicago time, on deemed to be “Shares” for all purposes under this Agreement. To 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 extent that any Shares are to be issued and sold to such Lender the Purchaser at such a Subsequent Closing, by wire transfer the Company shall provide written notice to the Purchaser of immediately available funds in accordance with the Borrower’s written wire instructions, and date of any Subsequent Closing at least three (ii3) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested Business Days prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

Appears in 1 contract

Samples: Subscription Agreement (Compass Therapeutics, Inc.)

Subsequent Closings. Subject (a) At the first Subsequent Closing following the Initial Closing, upon the terms and subject to the satisfaction conditions set forth herein (or waiver by including but not limited to Section 2.5), the Agent in its sole discretionCompany agrees to sell, and Seaside agrees to purchase, that number of Shares equal to forty percent (40%) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a)total number of shares of Common Stock traded during normal hours during the twenty (20) Trading Days immediately preceding such Closing, 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 as reported by such Lender prior to such Subsequent Closing (including, without limitationBloomberg Financial Markets, at the Subsequent Per Share Purchase Price. (b) At the second Subsequent Closing, upon the terms and subject to the conditions set forth herein (including but not limited to Section 2.5), such Lender’s Commitment. Subject the Company agrees to the satisfaction sell, and Seaside agrees to purchase, that number of Shares equal to thirty percent (or waiver by the Agent30%) of the total number of shares of Common Stock traded during normal hours during the twenty (20) Trading Days immediately preceding such Closing, as reported by Bloomberg Financial Markets, at the Subsequent Per Share Purchase Price. (c) At the third Subsequent Closing, upon the terms and subject to the conditions to a Subsequent Closing set forth in Section 5.2 and further subject herein (including but not limited to Section 10.2(a2.5), in consideration for each applicable Lender’s payment the Company agrees to sell, and Seaside agrees to purchase, that number of its pro rata share of the aggregate purchase price Shares equal to twenty percent (the “Subsequent Closing Note Purchase Price”20%) of the Notes to be purchased by total number of shares of Common Stock traded during normal hours during the twenty (20) Trading Days immediately preceding such Lenders at such Subsequent Closing, as reported by Bloomberg Financial Markets, at the Borrower shall issue Subsequent Per Share Purchase Price. (d) At the four remaining Subsequent Closings, upon the terms and sell subject to each Lender on the applicable Subsequent Closing Date conditions set forth herein (as defined belowincluding but not limited to Section 2.5), and each Lender severally, but not jointly, the Company agrees to purchase from the Borrower on such Subsequent Closing Datesell, a principal amount and Seaside agrees to purchase, that number of Notes in the amount each Lender has agreed in writing Shares equal to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing ten percent (each a “Subsequent Closing”10%) of any the total number of shares of Common Stock traded during normal hours during the transactions contemplated twenty (20) Trading Days immediately preceding such Closing, as reported by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur Bloomberg Financial Markets, at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to Subsequent Per Share Purchase Price. (e) At each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) Seaside 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 deliver to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by Company a wire transfer of immediately available United States’ funds equal to the Subscription Amount for such Subsequent Closing, and the Company shall deliver to Seaside the applicable number of Shares to be purchased at such Subsequent Closing as determined in accordance with the Borrower’s written wire instructionsthis Section 2.2, and (ii) the Borrower Company and Seaside shall deliver to each Lender the Notes (other items set forth in the denominations as such Lender shall have requested prior to Section 2.3 deliverable at such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf . Upon satisfaction or waiver of the Borrower covenants and registered conditions set forth in Sections 2.3 and 2.4, each Subsequent Closing shall occur on the name of Subsequent Closing Date remotely or at such Lender or its designeelocation as the parties shall mutually agree.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Visual Sciences, Inc.)