The Initial Closing and Subsequent Closings Sample Clauses

The Initial Closing and Subsequent Closings. The Initial Closing shall take place at the offices of Morse, Barnes-Brown & Pendleton, P.C., Reservoir Place, 1601 Trapelo Xxxx, Wxxxxxx, Xxxxachxxxxxx 00451 (Fax: (781) 622-5933; Xxx: (000) 000-0000) xxxxx xxx xxxxxxx xx xxx Company of suxxxxxxxxons for Xxxxxx xxxx xn aggregate Purchase Price of $100,000. Following the Initial Closing, the Company may at subsequent closings accept additional subscriptions for Shares from investors until such time as the Company has issued Shares with an aggregate Purchase Price equal to $500,000. No Closing shall take place after June 15, 2003 (the "Offering Expiration Date"), except that the Company may, in its sole discretion, extend the Offering Expiration Date an extra thirty days. At the relevant Closing, the Company shall issue and deliver to the Investor a certificate for the Shares being purchased by such Investor.
Sample 1See All (4)
AutoNDA by SimpleDocs
The Initial Closing and Subsequent Closings. 12 Section 3.01 Initial Closing Place and Date 12 Section 3.02 Subsequent Closing Place and Date 12 Section 3.03 Deliverables for the Initial Closing and the Subsequent Closings 12 ARTICLE IV REPRESENTATIONS AND WARRANTIES 14 Section 4.01 Representations and Warranties of the Equityholders 14 Section 4.02 Additional Representations and Warranties of Xxxxxx Parties 16 ARTICLE V CONDITIONS TO THE INITIAL CLOSING OR THE APPLICABLE SUBSEQUENT CLOSINGS 17 Section 5.01 Mutual Conditions 17 Section 5.02 Conditions to the Obligations of IMC 17 Section 5.03 Conditions to the Obligations of Xxxxxx 18 Section 5.04 Frustration of Closing Conditions 19 ARTICLE VI MANAGEMENT AND OPERATION OF THE COMPANY 19 Section 6.01 Board of Directors 19 Section 6.02 Meetings of the Board of Directors 20 Section 6.03 Supermajority Approval Requirement 21 Section 6.04 Officers 22 ARTICLE VII VOTING 22 Section 7.01 Voting 22 Section 7.02 No Fiduciary Duties in Voting 23 ARTICLE VIII DEVELOPMENT WORK PROGRAM AND ANNUAL WORK PLANS 23 Section 8.01 Reserved 23 Section 8.02 Development Work Program 23 Section 8.03 Annual Work Plans 23 Section 8.04 Reserved 24 Section 8.05 Inability to Meet Development Work Program or Annual Work Plans 24 Section 8.06 Environmental Matters 26 ARTICLE IX TRANSFER OF INTERESTS 26 Section 9.01 Restrictions on Transfer. 26 Section 9.02 Other Provisions on Transfer 27 Section 9.03 Right of First Refusal 28 Section 9.04 Tag-along Rights 30 Section 9.05 Parent Company Transactions 31 ARTICLE X ADDITIONAL COVENANTS 32 Section 10.01 Access and Investigation 32 Section 10.02 Financial Information 32 Section 10.03 Reasonable Best Efforts 32 Section 10.04 Required Approvals, Consents and Filings 32 Section 10.05 Notification 33 Section 10.06 Foreign Direct Investment 33 Section 10.07 Confidentiality 33 Section 10.08 Mining Rights 34 Section 10.09 Right of First Refusal on New Projects 34 Section 10.10 Right of First Offer on Certain New Projects 36 ARTICLE XI DISPUTE RESOLUTION 37 Section 11.01 General Provisions 37 Section 11.02 Consideration by Senior Executives 37 Section 11.03 Arbitration 38 ARTICLE XII INDEMNIFICATION 39 Section 12.01 Indemnification by IMC and Xxxxxx 39 ARTICLE XIII TERM AND TERMINATION 40 Section 13.01 Term and Termination 40 Section 13.02 Effect of Termination 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.01 Expenses 41 Section 14.02 Release of Liability 41 Section 14.03 Entire Agreement 41 Section 14.04 Notices 41 Section 14.05 Interpretation 43 S...
Sample 1

Related to The Initial Closing and Subsequent Closings

  • The Initial Closing Trust Property shall be held by the Mortgages Trustee on the Mortgages Trust upon the satisfaction of the following conditions precedent:

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • 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.

  • First Closing The First Closing shall have occurred.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares 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:

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

Time is Money Join Law Insider Premium to draft better contracts faster.