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.
Third Closing. (a) At any time after the later of occur of (i) the day following the date the Registration Statement(s) covering the resale of the Underlying Shares issued at the First Closing and the Second Closing shall become effective and (ii) the 120th day following the First Closing Date (the "THIRD CLOSING TRIGGER DATE"), the Borrower may, at its option, require a Third Closing to occur by delivering an irrevocable written notice to each Lender within thirty (30) days of the Third Closing Trigger Date (the "THIRD CLOSING NOTICE") indicating the Borrower's exercise of its rights under this Section 2.2 and the date of the Third Closing, which date shall be the 10th Trading Day following the Third Closing Notice (the "THIRD CLOSING DATE"). The purchase and sale of the Third Closing Notes pursuant to the terms of this Section 2.3 shall take place at the offices of Proskauer Rose LLP, 0000 Xxxxxxxx, Xxx Xxxx, XX 00000.
(b) Subject to the terms and conditions of this Agreement, including without limitation Sections 2.3(c) and 2.5 hereof, each Lender agrees, severally and not jointly, to purchase at the Third Closing and the Borrower agrees to sell and issue to each Lender at the Third Closing, that aggregate principal amount of Notes set forth opposite such Lender's name on Schedule A hereto under the heading "Third Closing Notes" and a Warrant for the aggregate purchase price (the "THIRD CLOSING PURCHASE PRICE") set forth opposite such Lender's name on Schedule A hereto under the heading "Third Closing Purchase Price".
(c) The Conversion Price for the Third Closing Notes shall be equal to 100% of the arithmetic average of the VWAP of the Borrower's Common Stock for the 10 Trading Days immediately preceding the Third Closing Date.
Third Closing. (i) Solely in the event that the Second Closing Trigger Event and the Initial Second Closing shall have previously occurred, the Company shall have the right, but not the obligation, to request that the Third Closing Investors agree to purchase $10,000,000 in aggregate principal amount of Third Closing Notes prior to the Third Closing Deadline in accordance with this Section 2.1(c).
(ii) In the event that the Company desires to request that the Third Closing Investors purchase the Third Closing Notes pursuant to this Section 2.1(c), the Company shall deliver each Third Closing Investor written notice of such request (a “Third Closing Request”) after the Initial Second Closing but on or prior to the date that is fifteen (15) Business Days prior to the Third Closing Deadline, which Third Closing Request shall (x) sets forth that the aggregate principal amount of such Third Closing Notes that the Company requests to sell to the Third Closing Investors at the Third Closing, shall be $10,000,000, (y) set forth the Company’s irrevocable offer to sell the Third Closing Notes specified in the Third Closing Request to the Third Closing Investors in accordance with this Section 2.1(c), and (z) specify the closing date for such sale of Third Closing Notes hereunder (the “Third Closing Date”), which Third Closing Date (A) shall not be earlier than the fifteenth (15th) Business Day following the delivery of the Third Closing Election Notice to the Company, and (B) shall not be later than the Third Closing Deadline.
(iii) In the event that the Company shall timely deliver a Third Closing Request to the Third Closing Investors in accordance with the foregoing, each Third Closing Investor shall have the right, but not the obligation, to purchase all, but not less than all, of the Third Closing Notes specified in the Third Closing Request (which amount shall be allocated among the Third Closing Investors in proportion to the principal amount set forth across from such Third Closing Investor’s name under the heading “Principal Amount of Third Closing Note” on the Schedule of Investors (with respect to any particular Third Closing Investor, such Third Closing Notes are herein referred to as such Third Closing Investor’s “Applicable Third Closing Notes”). In the event that any Third Closing Investor desires to purchase such Third Closing Investor’s Applicable Third Closing Notes, such Third Closing Investor must deliver written notice to the Company of its election to purchas...
Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, 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 Convertible Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”
Third Closing. (i) Subject to the satisfaction (or express waiver by the Purchaser) of (i) the conditions set forth in this Section 2.1 and Section 2.3, (ii) the Equity Conditions (as defined in the Notes) and (iii) the Additional Funding Conditions, the Company shall have the right to require the Purchaser to purchase the Securities on the Third Closing Date by delivering to the Purchaser an irrevocable written notice (the “Third Closing Notice”) that the Company has exercised its right to require the Purchaser to purchase the Securities.
(ii) The Third Closing Notice shall state that (A) the Registration Statement has been declared effective by the Commission (and with respect to which no stop order has been issued); (B) the date and time of the third closing (the “Third Closing”), which shall be at 10:00 a.m. (New York City time), on a date that is no later than the one year anniversary of the First Closing Date (the “Third Closing Date”); and (iii) all the conditions to the Third Closing set forth in this Section 2.1 and Section 2.3 hereof are satisfied or waived in writing. Subject to compliance with the applicable federal securities laws, the Company and the Purchaser may mutually agree on such other date and time for the Third Closing. Notwithstanding anything herein to the contrary, if the Third Closing does not occur by March 15, 2024, the Company’s right to effect a Third Closing hereunder shall automatically terminate. To this end, the parties hereto shall use their commercially reasonable efforts to effectuate the Third Closing.
Third Closing. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $1,000,000 of Shares and/or Debentures (if applicable as provided herein) and Warrants, which closing shall occur on, or as soon as reasonably practicable, after the satisfaction of the respective covenants and conditions set forth in Section 2.2 and 2.3, and in any event within three (3) Trading Days of, the date on which the ADSs have been listed for trading on the Nasdaq Stock Market. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser (the “Third Closing Subscription Amount”), and the Company shall deliver to each Purchaser its respective Shares, Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing (the “Third Closing”); provided, however, that, to the extent 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, in lieu of purchasing such Shares in excess of the Beneficial Ownership Limitation at the Third Closing, such Purchaser may elect, in its sole discretion, to apply a portion of the applicable Subscription Amount to purchase Debentures as provided herein. The Third Closing shall occur at a location as the parties shall mutually agree, or electronically.
Third Closing. On or before October 15, 2016 (the "Third Closing"), the Company would acquire the remaining sixty percent (60%) of the ownership interest of WOD an equity exchange in which the WOD Members would exchange a total of 600 WOD Units to the Company in exchange for a total of 14,800,000 New Company Shares. In addition, the Third Closing would be contingent upon WOD completing all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014 and December 31, 2015, and interim reviewed financial for periods ending March 31, 2016, and June 30, 2016, including interim reviewed financial for period ending September 30, 2016, in accordance with US GAAP (the "Books and Records"), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014 and 2015 on or before the Third Closing.
Third Closing. Approximately sixty one (61) days following the Second Closing Date, on a date determined upon 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) the Company Legal Opinion dated as of the Third Closing Date, provided that a Company Legal Opinion need not be delivered at the Third Closing Date if the Company has previously delivered to the Buyer a “blanket” legal opinion covering the Debentures to be issued at the Third Closing Date and the Company has not been notified by its counsel that such opinion has been withdrawn or modified; (iii) 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(h) hereof, if necessary; and (iv) 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 Schedule 3.1 to reflect the Company’s capitalization as of the Third Closing Date; and (B) the Buyer shall deliver to the Company the following: $112,500 (the “Third Purchase Price”).
Third Closing. From and after the Third Closing, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to cause the Board to consist of up to six (6) members or such other number as the Board may from time to time establish, and at all times throughout such period to include (i) three (3) Warburg Pincus Directors, (ii) Xxxxx Xxxxxx,
Third Closing. Within 90 days following the Effective Date (the “Third Closing Date”, and together with each of the Initial Closing Dates and the Second Closing Date, the “Unit Closing Dates”), the Purchaser shall purchase an additional 3,000 Units (the “Third Closing”, and together with the Initial Closing and the Second Closing, the “Unit Closings”) and the Company shall sell to the Purchaser an additional 3,000 Units. As a condition to the Third Closing, the Company will update the Disclosure Schedule and the representations and warranties set forth in Section 2 hereof.
