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 each Buyer hereunder to purchase the Initial Preferred Shares and the Warrants from the Company 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 each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have executed each of the Transaction Documents and delivered the same to such Buyer.
(ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware, and a copy thereof certified by the Secretary of State of the State of Delaware shall have been delivered to such Buyer.
(iii) The Common Stock (x) shall be designated for quotation or listed on the Principal Market and (y) shall not have been suspended by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened either (A) in writing by the SEC or the Principal Market or (B) by falling below the minimum listing maintenance requirements of the Principal Market; and the Conversion Shares issuable upon conversion of the Initial Preferred Shares (without regard to any limitations on conversions) and the Warrant Shares issuable upon exercise of the Warrants (without regard to any limitations on exercises) shall be listed (subject to official notice of issuance) upon the Principal Market.
(iv) The representations and warranties of the Company 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 the Company 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 the Company at or prior to the Initial Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Initial Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer, including, without limitation, an update as of the Initial Closing Date regarding the representation contained in Section 3(c) above.
(v) Such Buyer shall have received the opinion of Shack Xxxxxx Xxxx Xxxxxxxx & Xxxxxxx P.C., da...
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 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. 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. (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. 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. 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 separate initial ------------------- purchases and sales of the Class A Common (the "Initial Closing") shall take --------------- place at the offices of Xxxxxxxx & Xxxxx at 8:30 a.m. on November 27, 1996, or at such other place or on such other date as may be mutually agreeable to the Company and the Investors (the "Initial Closing Date"), but in no event shall -------------------- the Initial Closing Date be later than November 30, 1996. At the Initial Closing, the Company shall deliver to each Investor stock certificates evidencing the Class A Common to be purchased by such Investor, registered in such Investor's name, upon such Investor's delivery to the Company of either of the following:
(i) in the case of an Institutional Investor, a cashier's or certified check or wire transfer of immediately available funds to an account designated by the Company (collectively, "Cash"), in the aggregate ---- amount of such Institutional Investor's Initial Contribution, or
(ii) in the case of an Executive Investor, canceled Company notes (as well as documentation acceptable in good faith to the Institutional Investors sufficient to demonstrate such amounts were loaned to the Company) in the aggregate amount of $6,000, together with Cash, or if so specified opposite such Executive Investor's name on the Schedule of Investors, a combination of Cash and a ninety-day promissory note in the form of Exhibit 3 attached hereto (such Executive Investor's "Note") in the --------- ---- proportion specified opposite such Executive Investor's name on the Schedule of Purchasers, in an aggregate amount equal to such Executive Investor's Initial Contribution minus $6,000. Each Executive Investor's ----- Note (including any such Notes issued at Subsequent Closings, as defined below) shall be secured by a pledge of all Company securities owned by such Executive Investor (including any such securities acquired hereafter at any time that such Note is outstanding, but excluding shares of Class C Common pledged to an Institutional Investor pursuant to a Vesting Agreement), and in connection therewith, such Executive Investor will enter into a pledge agreement in the form of Exhibit 4 attached hereto (the "Executive Investor --------- ------------------ Stock Pledge Agreement"). ----------------------