The Second Closing. In the event that any Minority Holders elect to sell (or exercise and sell in the case of Company Warrants) any Minority Shares and Warrants following the Closing Date, Purchaser shall, upon the terms and subject to the conditions of this Agreement, purchase the Shares and Company Warrants of such Minority Holders at a second closing (the “Second Closing”), which shall take place on the four (4) week anniversary of the Closing Date at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 1301 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 and/or at the offices of Advokatfirman Xxxxx KB, Xxxxxxxxxxxxx 00, XX-00000 Xxxxxxxxx, Xxxxxx in respect of the Closing Deliverables under Section 7.4 below (it being understood that so long as there is at least one Company Warrant outstanding as of the Second Closing, Purchaser shall not be required to conduct the Second Closing unless there is at least one Share remaining outstanding). All documents delivered and actions taken at the Second Closing shall be deemed to have been delivered or taken place simultaneously, and no such delivery or action shall be considered effective or complete unless or until all other such deliveries and actions are completed or waived in writing by the Party against whom such waiver is sought to be enforced. The date upon which the Second Closing actually occurs shall be referred to herein as the “Second Closing Date.” Without any further action on the part of the Sellers or Purchaser, automatically upon the Second Closing, Schedule B and Schedule C shall be deemed to be updated to include the names of all Minority Holders who become signatories to this Agreement between the Closing Date and the Second Closing Date in order to sell their Minority Shares or Minority Warrants, as applicable. Upon the Second Closing Date, each such selling Minority Holder will be deemed to be a “Seller” for all purposes of this Agreement and all representations and warranties set forth in Section 3.31 to Section 3.36 shall be true and correct as of the Second Closing Date and all other representations of the Sellers by such selling Minority Holder shall be true and correct as of the Closing Date. Any adjustments required to be made to the Tax Deposit Account, the Escrow Fund, the Working Capital Escrow Fund or the Shareholder Representative Distribution Account, as a result of sales and purchases pursuant to the Second Closing, shall be reflected in a revised Allocation Certificat...
The Second Closing. The Second 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 FCC Consent is granted and shall not be later than the tenth business day after the date on which the FCC Consent has become a Final Order, subject to the satisfaction of all other conditions precedent to the holding of the Second Closing. The Second 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 Second Closing prior to the fifth business day after the date upon which the FCC Consent has become a Final Order, the Second Closing shall take place on the tenth business day after the date upon which the FCC Consent has become a Final Order.
The Second Closing. Subject to the terms and conditions set forth in Section 4.2 and elsewhere in this Agreement, the purchase and sale of the Tranche B Shares (the "Second Closing") shall take place on the earlier to occur of (i) the date that the Common Stock of the Company is listed for trading on the NASDAQ SmallCap or National Market or (ii) the date which is 60 days from the First Closing Date (the "Second Closing Date"); provided, that in no case shall the Second Closing take place if the conditions listed in Section 4.2 have not been satisfied or waived by the appropriate party. At the Second Closing:
(i) Each Purchaser shall deliver, as directed by the Company, its portion of the purchase price as set forth next to its name on Schedule I in United States dollars in immediately available funds to an account or accounts designated in writing by the Company;
(ii) The Company shall deliver to each Purchaser a certificate(s) representing the number of Tranche B Shares purchased by such Purchaser as set forth on Schedule I hereto; and
(iii) The parties shall execute and deliver each of the documents referred to in Section 4.2.
The Second Closing. Subject to the terms and conditions of this Agreement, the closing (the “Second Closing”) of the sale and purchase of the Second Note and the Second Warrant shall take place at the offices of Lxxxxxx Krooks LLP, 600 Xxxxx Xxxxxx, Xxx Xxxx XX 00000 (or remotely via the exchange of documents and signatures) on the date, after the date of the Company Notice provided for in Section 1.3 of this Agreement, that is mutually agreed upon between the Company and the Purchaser (the “Second Closing Date”). At the Second Closing:
(a) the Company shall deliver to the Purchaser, the Second Note in the principal amount of $250,000 and the Second Warrant exercisable for 37,500,000 shares of Common Stock;
(b) the Purchaser shall pay directly to the Company, by wire transfer of immediately available funds, the Second Purchase Price for the Second Note and the Second Warrant being purchased by the Purchaser hereunder;
(c) The Company shall deliver a certificate executed by its Chief Executive Officer certifying that each of the representations and warranties of the Company contained in this Agreement shall be true and correct and all covenants shall have been complied with by the Company, in all material respects, when made on the date hereof and on and as of the Second Closing Date as though made on and as of the Second Closing Date; and
(d) The Purchaser shall execute and deliver to the Company a certificate certifying that each of the representations, warranties and covenants of the Purchaser contained in this Agreement shall be true and correct, in all material respects, when made on the date hereof and on and as of the Second Closing Date as though made on and as of the Second Closing Date.
The Second Closing. The Second Closing shall take place at the executive offices of Industries in Nashville, Tennessee or at such other place, and at such time, as Industries and Entertainment may agree following satisfaction or waiver of the conditions set forth in Article 5B. The date and time of closing are referred to herein as the "Second Closing Date". At the Second Closing:
(i) The Exchange Securities to be exchanged pursuant to Section 2.3(ii) and the other related documents tendered pursuant to Section 2.7 shall be released from escrow to Industries;
(ii) Industries shall deliver to each Holder identified on Annex I hereto as being a member of the Entertainment Group, certificates representing the number of shares of Entertainment Common Stock, rounded up to the nearest whole share, which such Holder is entitled to receive as set forth opposite the name of such Holder on Annex I hereto; and
(iii) Industries shall deliver to Entertainment for cancellation all of the shares of Entertainment Common Stock that have not been delivered to the Holders pursuant to Section 2.3(ii).
The Second Closing. The purchase and sale of Note 2 will take place at the offices of Fenwick & West LLP, 275 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 a.m. Pacific time, on or before January 15, 2001, such date to be determined in the sole discretion of Holder, or at such other time and place as Borrower and Holder mutually agree upon (which time and place are referred to as the "SECOND CLOSING") (each First Closing and Second Closing, a "CLOSING" and, collectively, the "CLOSINGS"
The Second Closing. The consummation of the Second Closing shall be subject to the satisfaction, at or prior to the Second Closing, of each of the following conditions, any or all of which may be waived in writing by Parent:
The Second Closing. The second closing (the "Second Closing" and together with the First Closing, the "Closings"), if any, of the sale and purchase of GDI Series B Preferred and Second Closing GDI Warrants under Amended and Restated Purchase Agreement shall take place at the offices of Mayer, Brown, Xxxx & Maw LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as is mutually agreeable to GDI, Aduromed and the Purchasers. At the Second Closing, GDI shall deliver to the Purchasers (a) certificates representing shares of GDI Series B Preferred in an amount calculated in accordance with Section 1.2(c) and (b) Second Closing GDI Warrants to purchase Second Closing GDI Warrant Shares in an amount calculated in accordance with Section 1.2(c), in each case, registered in the name of such Purchasers, against payment to GDI of the Second Closing Purchase Price therefor, by wire transfer, Federal Reserve Bank Check, or other method acceptable to GDI. Subject to the satisfaction or waiver of each of the conditions set forth in Section 6.2, the Second Closing shall occur immediately following the closing of the Merger in accordance with the Merger Agreement or on such other date as is mutually agreeable to GDI, Aduromed and the Purchasers (the "Second Closing Date" and together with the First Closing Date, the "Closing Dates").
The Second Closing. (a)(i)(A) of the Preferred Stock Investment Agreement is hereby amended deleting such clause in its entirety and substituting the following therefor:
The Second Closing. After the Initial Closing and the Follow-On Closing, the Company shall sell, and the Purchasers shall purchase, Notes in the principal amounts set forth opposite each Purchaser’s name on Exhibit A (for Initial Purchasers) or Exhibit B (for Additional Purchasers) under the heading “Principal Amount of Notes to Be Purchased at the Second Closing.” Such purchase and sale shall take place at a closing (the “Second Closing” and together with the Initial Closing, the Follow-On Closing and the Final Closing (as defined below), the “Closings” and each individually a “Closing”) to be held no sooner than five (5) days and no later than ten (10) days following the approval by (A) the Board of Directors of the Company and (B) the Purchasers holding at least sixty-six and two-thirds percent (66 2/3%) of the principal amount of the outstanding Notes then held by all Purchasers of (i) a business plan and strategy for monetization of the Company’s corn CBP business and (ii) a plan for near- term acquisition opportunities for the Company (the “Second Closing Approval”); provided that if the Second Closing Approval does not occur on or before June 15, 2010, the Purchasers shall be relieved of their obligation to purchase any additional Notes hereunder. Notwithstanding the foregoing, if a Purchaser (an “Opting Out Purchaser”) obligated to purchase a Note at the Second Closing chooses not to purchase such Note at the Second Closing, such Opting Out Purchaser shall be relieved of its obligation to purchase such Note, but such Opting Out Purchaser shall be subject to the Mandatory Conversion described in Section 1.02(e). Each Purchaser shall give the Company notice, at least two (2) days prior to the Second Closing, if such Purchaser shall be an Opting Out Purchaser. Any Notes not purchased at the Second Closing by Opting Out Purchasers may be purchased at a final closing to be held within ten (10) days following the Second Closing (the “Final Closing”) by the other Purchasers on a pro rata basis to the Notes purchased by such other Purchasers or on such other basis as may be agreed upon by the Company and the Purchasers holding at least 66 2/3% of the principal outstanding under the then outstanding Notes. For purposes of this Agreement, the additional Notes purchased in the Final Closing by Purchasers are the “Additional Opt Out Notes,” and together with the Additional Follow-On Notes, the “Additional Notes”.
