The Second Closing. (a) The closing of the transactions contemplated by this Section 2 (the "Second Closing") shall take place at the offices of Hogan & Hartson L.L.P., 8300 Grexxxxxro Xxxxx, Suite 1100, XxXxxx, Xxxxxxxx xxxxxx xxxxxx (00) xxxx xxxxxxxxx the date (the "FCC Order Finality Date") that the FCC Applications Order shall have been issued and become a Final FCC Order (unless the FCC Order Finality Date shall occur subsequent to March 31, 2003, in which case the Second Closing Investors shall have the option to proceed with the Second Closing until June 30, 2003) or on such other date as shall be mutually agreed by Newco LP (by vote of a majority of the disinterested directors of Newco GP) and the Second Closing Investors (the "Second Closing Date"). At the Second Closing the parties shall execute and deliver (and cause their affiliates to execute and deliver) the agreements and the other certificates, documents and instruments contemplated hereby and shall consummate the transactions contemplated by this Section 2.
(b) At the Second Closing, Newco LP shall deliver to each Investor, to TMI Sub and to Parent Sub an executed copy of the Newco LP Agreement evidencing the limited partnership interests in Newco LP (the "Interests") held by such person. In the case of each Second Closing Investor, such delivery shall be made against receipt at the Second Closing by Newco LP from such Second Closing Investor of its portion of the Investor Purchase Price, which shall be paid by wire transfer to an account designated in writing by Newco LP at least three business days prior to the Second Closing. If any Second Closing Investor shall fail to make the payment contemplated by the preceding sentence (or shall fail to participate in the Second Closing), the other Second Closing Investors in such Second Closing Investor's Investor Group (as shown on Schedule IV) shall be obligated to make up for the resulting shortfall. If any Investor Group shall fail to comply with its obligations hereunder, the other Second Closing Investors shall have the pro rata right (but not the obligation) to make up for the resulting shortfall, in which case the other Second Closing Investor(s) shall be deemed to have consented to the Investor Interests being re-allocated appropriately.
(c) At the Second Closing, all of the Convertible Notes that have not theretofore been converted into Interests by the holder thereof shall automatically convert into Interests in Newco LP in accordance with their respecti...
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. 2.1. The Investor Interests.
(a) At the Second Closing, each New Investor and each Existing Investor (collectively, the "Second Closing Investors") shall, severally and not jointly (subject to the second sentence of Section 2.3(b)), purchase from Newco LP, and Newco LP shall sell to such Second Closing Investor, the number of Class A Preferred Units in Newco LP described opposite such Second Closing Investor's name on Schedule IV (or such greater number in accordance with Section 2.2)(collectively, the "Investor Interests") for the purchase price indicated on Schedule IV, which shall result in an aggregate purchase price to be paid by the Second Closing Investors for all of the Investor Interests to be purchased at the Second Closing of Fifty Million Dollars (US$50,000,000) (the "Investor Purchase Price"). Following the Second Closing, if no adjustment to the Per Unit Purchase Price is made pursuant to Section 2.2 hereof, Newco LP shall be owned as set forth on Schedule VI hereto.
(b) Notwithstanding the other provisions of this Agreement, in the event that, at the request of Newco LP, prior to the Second Closing any of the Second Closing Investors (each, a "Pre-Funding Investor") provide additional capital ("Pre-Funded Capital") to Newco LP after the First Closing (whether in the form of the purchase of additional Units or otherwise), then if such Pre-Funding Investor so elects at the time of the funding of such Pre-Funded Capital, the amount of the Pre-Funded Capital funded by such Pre-Funding Investor shall be deducted from the Investor Purchase Price payable at the Second Closing by such electing Pre-Funding Investor and the amount of Class A Preferred Units to be purchased at the Second Closing by such Pre-Funding Investor shall be proportionately reduced; provided, that in no event shall such elections reduce the total Investor Purchase Price by more than $10,000,000 in the aggregate. For the avoidance of doubt, any funding of Pre-Funding Capital shall not be deemed to be the Second Closing for any purpose hereunder.
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. (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. 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 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. 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 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. 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 Xxxxxxx Krooks LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx XX 00000 (or remotely via the exchange of documents and signatures) on the date, after the slate 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.