The Series C Closing Sample Clauses

The Series C Closing. The closing (the “Series C Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 a.m. (New York City time) on [●], 2018 or at such other time or place as the parties shall agree.
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The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party and provided, that the Series C Closing may not occur later than November 15, 1996 (the "Series C Closing Expiration Date"). The date of the Series C Closing is hereinafter referred to as the "Series C Closing Date." At the Series C Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall purchase, the Series C Shares, for an aggregate purchase price of $7,000,000.
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The Series C Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchaser and the Company shall have the right to deliver a written notice to the other (a "Series C Subsequent Financing Notice") requiring such other party to either sell or buy, as the case may be, Series C Shares and the Series C Warrants (as defined below), for a purchase price of $10,000 per Series C Share. A Series C Subsequent Financing Notice may be delivered no earlier than the later to occur of (i) the 60th Trading Day after the effective date of the Underlying Shares Registration Statement (provided, that in the event that the Underlying Shares Registration Statement filed in connection with the Series A Closing does not cover the Underlying Shares issuable upon conversion or exercise of the Series B Shares and Series B Warrants, then such 60 Trading Day period shall commence upon the effective date of the Underlying Shares Registration Statement that covers such Underlying Shares) and (ii) in the event that the Underlying Shares Registration Statement filed in connection with the Series A Closing covers the Underlying Shares issuable upon conversion or exercise (as the case may be) of the Series B Shares and Series B Warrants, 60 Trading Days after the Series B Closing Date, and no later than 150 days after the later to occur of the applicable effective date and the Series B Closing Date. The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of the Escrow Agent on the date indicated in the Series C Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by the other party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series C Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "Series C Closing Date."
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The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "SERIES C CLOSING") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the tenth day after receipt of the notice described hereafter in this paragraph (b)) as the Company may designate in a written notice to the Purchaser (a "SUBSEQUENT FINANCING NOTICE") relating to the Series C Shares which the Company may deliver no earlier than January 1, 1997 and no later than March 19, 1997, which Subsequent Financing Notice shall set forth the number of Series C Shares (which may not exceed 3,000) that the Company intends to sell to the Purchaser, PROVIDED, HOWEVER, in no case shall the Series C Closing take place (A) earlier than the later to occur of January 11, 1997 and the tenth day after receipt of the Subsequent Financing Notice relating to such Closing or (B) later than March 30, 1997 (the "SERIES C CLOSING EXPIRATION DATE"), and, PROVIDED, FURTHER, that in no case shall the Series C Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "SERIES C CLOSING DATE."
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The Series C Closing. (i) The closing of the purchase and sale of the Series C Preferred to be issued and sold at such closing in accordance herewith (the "Series C Shares", and such closing the "Series C Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day after receipt of the notice described hereafter in this paragraph (b)) as the Company may designate in a written notice to the Purchaser (a "Subsequent Financing Notice") relating to the Series C Shares which the Company may deliver no earlier than 60 days after the date hereof and no later than 150 days after the date hereof (such 150th day, the "Series C Closing Expiration Date"), which Subsequent Financing Notice shall set forth the number of shares of Series C Preferred that the Company intends to sell to the Purchaser, provided, however that such number shall not be in excess of (i) 400 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is less than $45,000,000, (ii) 600 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is between $45,000,000 and $64,999,999, (iii) 800 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is between $65,000,000 and $84,999,999, and (iv) 1000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series C Closing) is in excess of $84,999,999.
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The Series C Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Subsequent Financing Notice is greater than $2.00, have the right to deliver a written notice to the Purchasers (a "Series C Subsequent Financing Notice") requiring the Purchasers to purchase Series C Shares. The Company may deliver a Series C Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement relating to the securities issued at the Series B Closing Date and no later than 270 days after the effective date of such Registration Statement (such 270th day, the "Series C Closing Expiration Date") and such Series C Subsequent Financing Notice shall set forth the dollar amount of Series C Shares that the Company intends to sell to the Purchasers, provided, however, that the minimum amount of such sale and purchase shall be $1,500,000 and the maximum amount of such sale and purchase shall be based upon the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing as follows: if such average price is greater than $2.00 but less than $2.50 then the maximum funding shall be $4,000,000; if such average price is equal to or greater than $2.50 but less than $3.00 then the maximum funding shall be $5,500,000; if such average price is equal to or greater than $3.00 but less than $3.75 then the maximum funding shall be $7,000,000; if such average price is equal to or greater than $3.75 but less than $4.50 then the maximum funding shall be $10,000,000; and if such average price is equal to or greater than $4.50 then the maximum funding shall be $12,500,000; provided, further, that the Purchasers shall not be required to purchase any Series C Shares if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing is less than $2.00. At the Series C Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series C Shares as equals such Purchaser's pro rata portion of the purchase price for the Series B Shares issued and sold at the Series B Closing. The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of Robinson Silverman on such xxxx xxxixxxxx xx the Series C Subsequent Financing Notice (which may not be pr...
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Related to The Series C Closing

  • 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.

  • 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.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • 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.

  • Additional Closings Following the Initial Closing, at any time and from time to time during and up to and including December 31, 2020 (the “Additional Closing Period”), the Company may, at one or more additional closings as determined by the Company (each an “Additional Closing” and together with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lenders in the Initial Closing or any prior Additional Closing, issue additional Notes to other investors (the “New Lenders”) up to the portion of the Loan Amount remaining after the Initial Closing on the same terms and conditions as set forth herein. The New Lenders may include persons or entities who are already Lenders under this Purchase Agreement and each New Lender shall execute and deliver a signature page to this Purchase Agreement and the Note to the Company, becoming a party to, and bound by, this Agreement to the same extent as if the New Lender had been a Lender at the Initial Closing and each such New Lender shall be deemed to be a Lender for purposes under this Agreement as of the date of the applicable Additional Closing. The Company, in its sole discretion, may shorten the Additional Closing Period.

  • 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:

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

  • 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.

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

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