The Initial Closing. Subject to the terms and conditions of this Agreement, the initial closing (the “Initial Closing”) of the sale and purchase of 7,500,000 Shares under this Agreement shall take place at the offices of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (or remotely via the exchange of documents and signatures) on a date mutually agreed to by the Company and the Initial Purchasers, provided that the Company and the Initial Purchasers agree that such Initial Closing shall be consummated on or prior to May 31, 2009, in the event that the Company has completed the actions set forth in this Section 2.1 on or prior to such date (the “Initial Closing Date”). Prior to or at the Initial Closing:
(a) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Investor Rights Agreement in the form attached hereto as Exhibit D (the “Investor Rights Agreement”);
(b) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Stockholders’ Voting Agreement in the form attached hereto as Exhibit E (the “Voting Agreement”);
(c) the Company and the other parties named therein shall execute and deliver the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit F (the “Co-Sale Agreement”);
(d) the Company shall deliver to the Initial Purchasers certificates, as of the most recent practicable dates, (i) as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a foreign corporation issued by the Commonwealth of Massachusetts;
(e) the Company shall deliver to the Initial Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Initial Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware;
(f) the Company shall deliver to the Initial Purchasers a Certificate of the Secretary or Assistant Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company at the Initial Closing; and (iii) resolutions of the Board of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the tra...
The Initial Closing. Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:
(a) due execution and delivery of the Mortgage Sale Agreement as amended and restated by all parties to it;
(b) due execution and delivery of this Deed by all parties to it; and
(c) in respect of the Funding 1 Share of the Trust Property only, payment of the Purchase Price by Funding 1 to the Seller.
The Initial Closing. The obligation of the Company to issue and sell the Initial Preferred Shares and the Warrants to each Buyer at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:
(i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware;
(iii) Such Buyer shall have delivered to the Company the Purchase Price (less in the case of Portside Growth & Opportunity Fund, the amounts withheld pursuant to Section 4(l)) for the Initial Preferred Shares and the Warrants being purchased by such Buyer at the Initial Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(iv) The representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing Date.
(v) Such Buyer shall have delivered to the Company such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.
(vi) Each holder of any shares of Series B Preferred Stock and any holder of warrants (the "SERIES B WARRANTS") that were issued in connection with the issuance of the Series B Preferred Stock shall have signed a waiver of any anti-dilution protection set forth in the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock (the "SERIES B CERTIFICATE OF DESIGNATIONS") and in the Series B Warrants that may be triggered in connection with the issuance of the Preferred Stock and Warrants, in the form of EXHIBIT E attached hereto (the "ANTI-DILUTION WAIVERS").
The Initial Closing. The Initial Closing shall take place at 10:00 a.m., Washington, D.C. time, on a date to be set by Buyer on no less than five (5) days' written notice to Seller, which date shall not be sooner than the first business day after the date on which the Pro Forma FCC Consent has been granted by the FCC and shall not be later than the tenth business day after the date on which the Pro Forma FCC Consent has become a Final Order, subject to the satisfaction of all other conditions precedent to the holding of the Initial Closing. The Initial Closing shall take place at the offices of Dow, Lohnxx & Xlbexxxxx, 0000 Xxx Xxxxxxxxx Xxxxxx, X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000, xx such other place as the parties shall mutually agree. If Buyer fails to specify the date for Initial Closing prior to the fifth business day after the date upon which the Pro Forma FCC Consent has become a Final Order, the Initial Closing shall take place on the tenth business day after the date upon which the Pro Forma FCC Consent has become a Final Order.
The Initial Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 5 of this Agreement, the purchase and sale of the Notes and the Warrants will take place at the offices of the Company on July 30, 2012, or at such other time and place as the Company and the Lender who have agreed to purchase a majority of the aggregate Principal Amount mutually agree upon (which time and place are referred to as the “Initial Closing”). At the Initial Closing, each Lender will deliver to the Company, as payment in full for the Note to be purchased by such Lender at the Initial Closing, the amount set forth opposite such Lender’s name on the Schedule of Lenders by (a) a check payable to the Company’s order, (b) wire transfer of funds to the Company, or (c) any combination of the foregoing. At the Initial Closing, the Company will deliver to each Lender a duly executed Note in the Principal Amount set forth opposite such Lender’s name on the Schedule of Lenders and a duly executed Warrant to acquire up to the maximum number of shares of Warrant Stock applicable to such Lender.
The Initial Closing. Subject to Article VI of this Agreement, the initial closing of the purchase and sale of the Initially Transferred Shares (the "Initial Closing") shall take place on such date as the parties agree, at the offices of Xxxxxxxxxxxx Xxxx & Xxxxxxxxx, 4520 Main, Kansas City, Missouri, or at such other time (no later than June 30, 2003) or place as agreed to in writing by KCS, GTMM and TFM (the date on which the Closing occurs, the "Initial Closing Date"). The Initial Closing shall be effective as of the close of business on the Initial Closing Date.
The Initial Closing. (a) Simultaneously with the execution and delivery of this Agreement, the initial closing hereunder (the "Initial Closing") with respect to the issuance, sale and delivery of the Initial Purchased Securities shall take place (the date on which the Initial Closing occurs, the "Initial Closing Date").
(b) At the Initial Closing, on the terms and subject to the conditions contained herein, (i) the Company shall issue, sell and deliver to the Purchasers, and the Purchasers shall purchase from the Company, all of the Initial Purchased Securities free and clear of any liens, claims, charges and encumbrances whatsoever and with no restrictions on the voting rights thereof and other incidents of record and beneficial ownership pertaining thereto, and (ii) the Purchasers shall deliver to the Company, by wire transfer of immediately available funds to an account designated by the Company, the aggregate purchase price (the "Purchase Price") for such Initial Purchased Securities in the individual amounts set forth on the Allocation Schedule attached hereto as Exhibit A.
The Initial Closing. 5 Section 2.1 The Initial Closing....................................................................5 Section 2.2 Sale of Initial Shares.................................................................5 Section 2.3
The Initial Closing. The closing of the purchase and sale of Common Stock (the "Initial Closing") shall take place at the offices of Xxxxxxxx & Xxxxx in Chicago, Illinois, at 10:00 a.m. local time on the date hereof (the "Initial Closing Date"). At the Initial Closing, the Company shall deliver to the LLC stock certificates evidencing the Common Stock to be purchased at the Initial Closing, registered in the name of the LLC, upon the LLC's payment of the purchase price thereof by delivery to the Company of a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the Initial Capital Contribution.
The Initial Closing. The initial closing of the purchase and sale of the Preferred Stock (the “Initial Closing”) shall take place at the offices of Kxxxxxxx & Exxxx LLP located at 300 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 3, or at such other place or on such other date as may be mutually agreeable to the Company and Purchaser. At the Initial Closing, the Company shall cause its transfer agent to deliver to Purchaser stock certificates evidencing 33,333 shares of Preferred Stock to be purchased by such Purchaser, registered in such Purchaser’s or its nominee’s name, upon payment of the purchase price in the aggregate amount of $9,999,900 by wire transfer of immediately available funds to the Company’s account specified in writing by the Company which such account shall be specified not less than two Business Days prior to the Initial Closing.
