Subsequent Closings. Subject to the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Subsequent Closings. Subject to If the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock Maximum Offering Amount is not sold at the Initial Closing, at any time on or prior to February 12, 2020 or at such later time as the remaining authorized shares of Series BB Preferred Stock Company and the Placement Agents may mutually agree without notice to or Series CC Preferred Stock not agreed consent from Purchasers (each a “Subsequent Closing” and collectively the “Subsequent Closings”), the Company may sell additional Shares up to be purchased by Investors on the date hereof Maximum Offering Amount, and if there are over-subscriptions, such additional Shares as may be sold at a subsequent closings in connection with the Over-Subscription Option (the “Subsequent Closings” Closing Shares”) to such persons as may be approved by the Company and together with who are reasonably acceptable to the Initial Placement Agents (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be made on the terms and conditions set forth in the Subscription Agreement and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing (except to the extent specified otherwise in Section 3) and (ii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) shall be deemed to be “Shares” for all purposes under this Agreement, and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings”) at such places and times ” or individually as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial a “Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Samples: Subscription Agreement (Peninsula Acquisition Corp)
Subsequent Closings. Subject From the period beginning on the Initial Closing Date and ending on the two (2) year anniversary thereof (the “Tranche Termination Date”), at the request of the Company upon Twenty (20) Business Days’ written notice to the prior written approval Holders or earlier as agreed to between the Company and the Holders (the “New Tranche Notice”), provided (i) the Equity Conditions are met (as determined in the sole discretion of Investors purchasing a majority Belike Nominees Pty Ltd. (the “Lead Holder”), (ii) the Lead Holder has obtained all necessary internal approvals and (iii) subject to the satisfaction of the shares of Series CC Preferred Stock requirements set forth in Sections 6 and 7 below, at the Initial Closingeach subsequent closing (each, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent ClosingsClosing” and and, together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, ” and such persons or entities shall become parties to this Agreementdate of a Closing, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights AgreementClosing Date”), each Holder, severally, but not jointly shall have the right, but not the obligation, in its sole discretion, to subscribe for from the Company on such Subsequent Closing Date, a Note or Notes in the original principal amount as shall be determined by the Company and the Holder along with Warrants to initially acquire up to that certain Amended and Restated Right aggregate number of First Refusal and Co-Sale Agreement dated Warrant Shares as calculated in the same manner as the Warrants issued in the Initial Closing (except that the calculations based on the VWAP of the Ordinary Shares shall be for the five (5) Trading Days immediately preceding the date hereof, in of the form attached hereto applicable Subsequent Closing). The New Tranche Notice shall also include a certification by the Chief Executive Officer of the Company that all Equity Conditions have been met (along with appropriate backup as Exhibit E (may be reasonably requested from time to time by the “Co-Sale Agreement”Lead Holder) and that certain Amended and Restated Voting Agreement dated the date hereof, conditions set forth in the form attached hereto as Exhibit F (the “Voting Agreement”), Section 7 have been satisfied and shall have be accompanied by the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreementsrequired deliverables set forth in Section 7 hereof.”
Appears in 1 contract
Samples: Securities Subscription Agreement (Fusion Fuel Green PLC)
Subsequent Closings. Subject to Following the prior written approval of Investors purchasing a majority First Closing and until such ------------------- time as the Company shall have issued and sold all of the 1,875,000 shares of Series CC C Preferred Stock at the Initial Closingdescribed in subsection 1.1 above, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed Company shall have the fight, subject to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions hereof, to issue and sell Shares to existing Purchasers and to additional persons who the Company shall be authorized to add to and include in the Schedule of Purchasers, in such amounts as those contained herein, the Company and such persons or entities Purchasers shall become parties agree. Any additional person added to the Schedule of Purchasers shall: (i) be deemed a "Purchaser" for all purposes of this Agreement, ; and (ii) be required to execute this Agreement and that certain Second Amended and Restated Investor Investors Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D C (the “Investors’ "Investors Rights Agreement”), that certain Amended ") as a condition to the purchase of --------- Shares hereunder. The closing of the purchase and Restated Right sale of First Refusal additional Shares pursuant to this Section 2.2 shall be held at such time and Co-Sale Agreement dated place as the Company and such additional Purchasers may agree in writing. Any such closing referred to in this Section 2.2 is hereinafter referred to as a "Subsequent closing" or "Closing" and the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes of a Subsequent Closing is hereinafter referred to herein collectively as the “Related Agreementsa "Subsequent Closing Date" or "Closing Date.”"
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Pericom Semiconductor Corp)
Subsequent Closings. Subject to the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock at Following the Initial ClosingClosing Date and until December 14, 2012, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors Company may sell, on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to in this Agreement, an additional principal amount of Debentures equal to the Maximum Amount less the amount sold to Purchasers in the Initial Closing, to one or more Purchasers, ROFR Purchasers and/or a new purchaser described from the list set forth on Schedule 2.1(b) (each such ROFR Purchaser or other new purchaser, an “Additional Purchaser”); provided, however, that certain Amended each Purchaser participating in the Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Debentures and Restated Investor Warrants that such Purchaser purchased at the Initial Closing) of the portion of such Subsequent Closing not subscribed to by a ROFR Purchaser. Each Additional Purchaser that subscribes to the Subsequent Closing shall be required to become a party to this Agreement and the Registration Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended by executing and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”)delivering a counterpart signature page thereto, and shall have the rights and obligations hereunder and thereunderotherwise be deemed a “Purchaser” for purposes of this Agreement. The InvestorsCompany shall provide Purchasers with at least 2 Trading Days’ Rights Agreementnotice (but not to exceed 3 Trading Days prior to the Subsequent Closing) of the occurrence of the Subsequent Closing and, if a Purchaser wants to participate, it will provide the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related AgreementsCompany with at least one Trading Day notice of such participation. There shall only be one Subsequent Closing.”
Appears in 1 contract
Samples: Securities Purchase Agreement (Arno Therapeutics, Inc)
Subsequent Closings. Subject At any time on or before August 31, 1999, the Company may sell, in one or more closings, any or all of the Shares not sold at the First Closing hereunder to such purchasers as may be approved by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the prior written approval of Investors purchasing a majority of Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series CC B Preferred Stock at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to held by such Subsequent Purchaser shall be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at deemed "Shares" thereunder. All such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale sales shall be made upon substantially on the same terms and conditions as those contained herein, and such persons or entities shall become parties to of this Agreement, that certain Amended including satisfaction of the closing conditions set forth in Section 5.1 and Restated Investor Rights Agreement dated the date Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof, in . Notwithstanding the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreementforegoing, the Co-Sale Agreement Company shall be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Voting Agreement are sometimes referred to herein collectively as the “Related AgreementsSchedule of Exceptions in connection with any such Subsequent Closing.”
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Asia Online LTD)
Subsequent Closings. Subject to the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock at Following the Initial ClosingClosing Date and until December 18, 2012, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors Company may sell, on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to in this Agreement, an additional principal amount of Debentures equal to the Maximum Amount less the amount sold to Purchasers in the Initial Closing, to one or more Purchasers, ROFR Purchasers and/or a new purchaser described from the list set forth on Schedule 2.1(b) (each such ROFR Purchaser or other new purchaser, an “Additional Purchaser”); provided, however, that certain Amended each Purchaser participating in the Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Debentures and Restated Investor Warrants that such Purchaser purchased at the Initial Closing) of the portion of such Subsequent Closing not subscribed to by a ROFR Purchaser. Each Additional Purchaser that subscribes to the Subsequent Closing shall be required to become a party to this Agreement and the Registration Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended by executing and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”)delivering a counterpart signature page thereto, and shall have the rights and obligations hereunder and thereunderotherwise be deemed a “Purchaser” for purposes of this Agreement. The InvestorsCompany shall provide Purchasers with at least 2 Trading Days’ Rights Agreementnotice (but not to exceed 4 Trading Days prior to the Subsequent Closing) of the occurrence of the Subsequent Closing and, if a Purchaser wants to participate, it will provide the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related AgreementsCompany with at least one Trading Day notice of such participation. There shall only be one Subsequent Closing.”
Appears in 1 contract
Samples: Securities Purchase Agreement (Arno Therapeutics, Inc)
Subsequent Closings. Subject to If the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock Maximum Offering Amount is not sold at the Initial Closing, at any time prior to October 31, 2017 or at such later time as the remaining authorized shares of Series BB Preferred Stock Company and Placement Agents may mutually agree without notice to or Series CC Preferred Stock not agreed consent from Purchasers (each a “Subsequent Closing” and collectively the “Subsequent Closings”), the Company may sell additional Shares up to be purchased by Investors on the date hereof Maximum Offering Amount, and if there are over-subscriptions, such additional Shares as may be sold at a subsequent closings in connection with the Over-Subscription Option (the “Subsequent Closings” Closing Shares”) to such persons as may be approved by the Company and together with who are reasonably acceptable to the Initial Placement Agents (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be made on the terms and conditions set forth in the Subscription Agreements, and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing (except to the extent specified otherwise in Section 3) and (ii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) shall be deemed to be “Shares” for all purposes under this Agreement, and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings”) at such places and times ” or individually as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial a “Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Subsequent Closings. Subject At any time on or before April 30, 2000, the Company may sell, in one or more closings, any or all of the Shares not sold at the First Closing hereunder to such purchasers as may be approved by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the prior written approval of Investors purchasing a majority of Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series CC C Preferred Stock at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to held by such Subsequent Purchaser shall be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at deemed "Shares" thereunder. All such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale sales shall be made upon substantially on the same terms and conditions as those contained herein, and such persons or entities shall become parties to of this Agreement, that certain Amended including satisfaction of the closing conditions set forth in Section 5.1 and Restated Investor Rights Agreement dated the date Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof, in . Notwithstanding the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreementforegoing, the Co-Sale Agreement Company shall be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Voting Agreement are sometimes referred Schedule of Exceptions in connection with any such Subsequent Closing nor to herein collectively deliver the legal opinion as the “Related Agreementsprovided in section 5.1(i) hereof.”
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Asia Online LTD)
Subsequent Closings. Subject to If the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock Maximum Offering Amount is not sold at the Initial Closing, at any time on or prior to September 14, 2019 or at such later time as the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed Company and the Placement Agents may mutually agree with notice to be purchased by Investors on and consent from Purchasers (each a “Subsequent Closing” and collectively the date hereof “Subsequent Closings”), the Company may sell additional Shares up to the Maximum Offering Amount, and if there are over-subscriptions, such additional Shares as may be sold at a subsequent closings in connection with the Over-Subscription Option (the “Subsequent Closings” Closing Shares”) to such persons as may be approved by the Company and together with who are reasonably acceptable to the Initial Placement Agents (the “Additional Purchasers”). All such sales made at any Subsequent Closing, shall be made on the terms and conditions set forth in the Subscription Agreements, and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of each Closing (as defined below) (except to the extent specified otherwise in Section 3) and (ii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing. Any Subsequent Closing Shares issued and sold pursuant to this Section 1.2(b) shall be deemed to be “Shares” for all purposes under this Agreement, and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. The Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings”) at such places and times ” or individually as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial a “Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Samples: Subscription Agreement (Odyssey Semiconductor Technologies, Inc.)
Subsequent Closings. The Company may sell up to an aggregate total of US$500,000,000 of Series B Preference Shares (including the purchase price of the Warrants, “Authorized Allotment”). Subject to the prior written approval reservation of Investors purchasing a majority Series B Preference Shares and Warrants pursuant to the last sentence of this Section 1.2(b), the Company may sell any portion of the shares of Series CC Preferred Stock Authorized Allotment not sold at the Initial Closing to such purchasers as it shall select, at a price per share not less than the price per share paid at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in provided that any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially consummated not later than the same terms earlier of (i) six (6) months following the Initial Closing or (ii) the Company’s non-confidential filing of a registration statement with the United States Securities and conditions Exchange Commission pursuant to the Securities Act of 1933, as those contained hereinamended (the “Act”), reflecting an initial public offering in the United States that would constitute a Qualified Public Offering (as such term is defined in the Restated Articles) (such date the “Offering End Date”). Any such purchaser shall execute and deliver a counterpart signature page to, and such persons or entities shall thereby, without further action by any Investor, become parties a party to and be deemed an Investor under, this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”Agreement (as defined below), that certain Amended and Restated the Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto (as Exhibit E (the “Co-Sale Agreement”defined below) and that certain Amended and Restated the Voting Agreement dated the date hereof, in the form attached hereto (as Exhibit F (the “Voting Agreement”defined below), and all schedules and exhibits hereto and thereto shall have automatically be updated to reflect such purchaser as a party hereto and thereto, and the rights and obligations hereunder and thereunder. The shares sold to such purchasers shall not be subject to the right of first offer set forth in Section 2.4 of the Investors’ Rights Agreement. The subsequent purchases and sales of the Series B Preference Shares and Warrants shall take place remotely via the exchange of documents and signatures, at such time or at such other place as the Co-Sale Agreement Company and the Voting Agreement are sometimes referred to herein collectively Investors acquiring Series B Preference Shares and Warrants in each such subsequent purchase and sale mutually agree upon orally or in writing (which each such time and place are, together with the Initial Closing, designated as the a “Related AgreementsClosing”).”
Appears in 1 contract
Samples: Series B Preference Share and Warrant Purchase Agreement (CloudMinds Inc.)
Subsequent Closings. Subject The Company may issue to Investors and other purchasers Series B Preferred Shares and Warrants at subsequent closings from time to time after the date hereof provided that the aggregate preference amount of the Series B Preferred Shares issued at the Initial Closing and at each Subsequent Closing shall not exceed $85 million. Each such investor ("New Investors") shall purchase Series B Shares and Warrants in the same proportion as the Investors purchasing in the Initial Closing and shall execute counterpart signature pages to this Agreement, the Registration Rights Agreement (as defined below) and the Stockholders Agreement (as defined below). Such New Investors will, upon delivery to the prior written approval Company of such signature pages, become parties to, and bound by, this Agreement, the Registration Rights Agreement and the Stockholders Agreement, each to the same extent as if they had been Investors purchasing a majority of the shares of Series CC Preferred Stock at the Initial Closing. The Company shall remake the representations and warranties set forth in Section 2.2 to the New Investors purchasing in each Subsequent Closing and such New Investors shall make the representations and warranties set forth in Section 3 herein. As soon as reasonably practicable after each Subsequent Closing, Exhibit A-2 to this Agreement will be amended to list the date of such Subsequent Closing, the remaining authorized names of the New Investors purchasing shares of Series BB B Preferred Stock or Shares and Warrants hereunder, and the number of shares of Series CC B Preferred Stock not agreed to be Shares and Warrants purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) each New Investor under this Agreement at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Subsequent Closing. Any such sale shall be made upon substantially The Company will promptly furnish to each Investor copies of the same terms and conditions as those contained herein, and such persons or entities shall become parties amendments to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, Exhibit B referred to in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreementspreceding sentence.”
Appears in 1 contract
Subsequent Closings. Subject to the provisions hereof, the Company may sell additional shares of Series D Stock, at any time prior written approval to thirty (30) days after the Second Closing, in one or more closings (each, a "Subsequent Closing"), to such purchasers ("Subsequent Purchasers") as may be approved by the holders of Investors purchasing at least sixty percent (60%) of the Shares purchased at the First Closing. The maximum number of additional shares of Series D Stock that may be sold by the Company at each Subsequent Closing shall equal the difference between (x) 9,089,329 and (y) the number of Shares sold at the First Closing, the Second Closing and any prior Subsequent Closing(s). Each Subsequent Closing shall take place on such date or dates as shall be approved by the Company's Board of Directors (the "Board of Directors"). All such sales made at each Subsequent Closing shall be made on the terms and conditions set forth in this Agreement. At each Subsequent Closing, each Subsequent Purchaser shall execute and deliver a majority of counterpart signature page hereto, whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and the shares of Series CC Preferred D Stock at the Initial purchased by such Subsequent Purchaser shall be deemed to be "Shares" for purposes of this Agreement. Promptly following each Subsequent Closing, the remaining authorized shares Company shall deliver to each Purchaser written notice of Series BB Preferred Stock or Series CC Preferred Stock not agreed such Subsequent Closing (which notice shall specify the names of the Subsequent Purchasers and the number of Shares purchased) and shall cause this Agreement to be purchased amended to complete Exhibit A-III to reflect the purchases made by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related AgreementsPurchasers.”
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Inphonic Inc)
Subsequent Closings. Subject Between the Closing Date and the date that is 45 ------------------- days thereafter, the Company shall be entitled to sell up to $1,000,000 (the "Additional Amount") of additional Convertible Notes to other "accredited investors" (a "Subsequent Investor") as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; provided, that to the prior written approval extent that Investors purchase more than $1,500,000 of Convertible Notes on the Closing Date, the Additional Amount eligible for sale to Subsequent Investors purchasing shall be reduced on a majority dollar-for-dollar basis by the amount of such excess over $1,500,000. In connection with any such sale, the Company shall obtain appropriate assurances that the proposed investor is "accredited" and shall not sell less than $100,000 of Convertible Notes to any such proposed investor. Notwithstanding the foregoing, the Company shall not sell any additional Convertible Notes if at the time of such proposed sale there has been a material positive change in the business or prospects of the shares of Series CC Preferred Stock at Company since the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock Closing Date; provided that any sale occurring after a material negative change shall not agreed to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after unless and until such material negative change has been disclosed fully to the Initial Closingproposed purchaser. Any such sale Each Subsequent Investor, if any, shall be made upon substantially bound by all of the same terms and conditions of this Agreement, including each of the agreements attached as those contained hereinexhibits hereto, and such persons or entities shall become parties execute and deliver to the Company and to each of the other Investors counterpart signature pages indicating the Subsequent Investor's agreement to be so bound. The Company shall deliver to each Investor with respect to each Subsequent Investor a revised Schedule A to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Victory Oil Co)
Subsequent Closings. Subject to From and after the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock at the Initial First Closing, from time to time through and until the remaining authorized shares later of Series BB Preferred Stock (i) 5:00 p.m. EST on December 31, 1998, or Series CC Preferred Stock not agreed to be purchased by Investors on (ii) five (5) business days after the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with on which the Initial Closing, Registration Statement is declared effective by the “Closings”) at such places and times as the parties shall mutually agreeSEC, but in any event not later than February 15, 1999, the agreement Company may conduct additional closings at which it issues additional Shares (each an "Additional Closing") as follows:
(a) The Company shall send to purchase each Purchaser a Notice of Sale (such shares must Notice of Sale to be made sent via overnight courier or facsimile pursuant to Section 6.4) not more later than sixty three (603) business days after before the Initial date of the Additional Closing.
(b) At the Additional Closing, each Purchaser shall purchase, and the Company shall sell, such number of Shares as are indicated in the Notice of Sale for that Additional Closing, for the Purchase Price agreed to herein and upon the other terms and conditions of this Agreement.
(c) The consideration payable for the Shares covered by each Notice of Sale shall be paid to the Company at the Additional Closing. Any Certificates representing the purchased Shares shall be issued, or such sale Shares shall be made upon substantially available via DWAC or other mutually agreed medium, within three (3) business days following the same terms Additional Closing and conditions as those contained herein, Company's receipt of the Purchase Price for such Shares.
(d) The Shares being purchased and sold pursuant to each such persons or entities Notice of Sale shall become parties be apportioned among the Purchasers on a pro-rata basis in accordance with their respective total commitment to purchase Shares under this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively except as the “Related AgreementsPurchasers may otherwise agree.”
(e) The total number of Shares being purchased and sold under all Notices of Sale issued by the Company shall not exceed the total number of Shares set forth in Section 1.1 hereof that are being subscribed for under this Agreement by all Purchasers.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Interleaf Inc /Ma/)
Subsequent Closings. Subject In addition to the prior written approval of Investors purchasing a majority of the shares of Series CC Preferred Stock Purchased Shares at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed to be purchased by Investors on within a period from the date hereof may be sold of this Agreement to June 30, 2022, the Company may, at a subsequent one or more closings (each a “Subsequent Closing”, and collectively the “Subsequent Closings” ”), consummate the issuance and sale of 105,088,530 Ordinary Shares to ZAT as set out in Part II of Schedule A hereto and up to 227,180,382 Ordinary Shares to any of its shareholders and/or new investors selected by the Company (collectively, “Purchased Shares at Subsequent Closings”, together with the Initial Purchased Shares at the Closing, collectively, the “Closings”Purchased Shares” ) in its sole and absolute direction after having notified the Investors, at such places a price per share equal to the Purchase Price Per Share and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon on substantially the same terms and conditions as those contained herein, set forth in the Transaction Documents. Each subscriber of Ordinary Shares with respect to relevant Subsequent Closing shall execute and such persons or entities shall become parties deliver a counterpart signature page to this Agreement, that certain Amended and Restated Investor Rights Agreement dated to become a party to this Agreement as of the date hereofit executes and 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 counterpart signature page, without further action by any Party, in the form attached hereto which case (A) such subscriber shall be deemed as Exhibit D (the “Investors’ Rights Agreement”), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have all the rights and obligations hereunder of an “Investor” and thereunder. The Investors’ Rights a party under this Agreement as if it had executed this Agreement, and all schedules and exhibits hereto shall, where applicable, be updated to reflect such subscriber as a party hereto without the Co-Sale Agreement and the Voting Agreement are sometimes referred need to herein collectively as the “Related Agreements.”amend this Agreement,
Appears in 1 contract
Samples: Share Purchase Agreement
Subsequent Closings. Subject The Company may sell, at any time prior to 14 days after the Closing, in one or more closings (each, a "Subsequent Closing"), up to 246,198 additional Shares at the purchase price of $21.14 per share, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company. At each Subsequent Closing, (i) the Company and each Additional Purchaser shall execute and deliver a counterpart signature page hereto, whereupon such Additional Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Additional Purchaser shall be deemed to be "Shares" for purposes of this Agreement, and (ii) the Company shall cause Schedule I hereto to be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Closing. At each Subsequent Closing, the Company shall deliver to each Additional Purchaser a certificate for the number of Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in the name of such Additional Purchaser, against payment to the prior written approval of Investors purchasing a majority Company of the purchase price in the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing (which notice shall specify the names of each Additional Purchaser and the number of shares of Series CC E Preferred Stock at the Initial Closing, the remaining authorized shares of Series BB Preferred Stock or Series CC Preferred Stock not agreed issued to be purchased by Investors on the date hereof may be sold at a subsequent closings (“Subsequent Closings” and together with the Initial Closing, the “Closings”) at such places and times as the parties shall mutually agree, but in any event the agreement to purchase such shares must be made not more than sixty (60) days after the Initial Closing. Any such sale shall be made upon substantially the same terms and conditions as those contained herein, and such persons or entities shall become parties to this Agreement, that certain Amended and Restated Investor Rights Agreement dated the date hereof, in the form attached hereto as Exhibit D (the “Investors’ Rights Agreement”each), that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated the date hereof, in the form attached hereto as Exhibit E (the “Co-Sale Agreement”) and that certain Amended and Restated Voting Agreement dated the date hereof, in the form attached hereto as Exhibit F (the “Voting Agreement”), and shall have the rights and obligations hereunder and thereunder. The Investors’ Rights Agreement, the Co-Sale Agreement and the Voting Agreement are sometimes referred to herein collectively as the “Related Agreements.”
Appears in 1 contract
Samples: Series E Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)