Additional Closing Notice definition
Examples of Additional Closing Notice in a sentence
Each Additional Closing Notice shall specify (x) the proposed date and time of the Additional Closing (or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Closing Date,” and the Initial Closing Date and each Additional Closing Date, each, a “Closing Date”) and (y) the applicable Additional Note Amount of the Additional Note to be issued to such Buyer(s) at such Additional Closing.
The Collateral Agent shall forward such notice to each Purchaser and, upon receipt, each such Purchaser may, in its sole discretion, decide to purchase its Pro Rata Portion of the Additional Notes by notifying the Collateral Agent within five (5) Business Days of receipt of such Additional Closing Notice and indicating in its notice whether such Purchaser is interested in purchasing Additional Notes in excess of its allocated Pro Rata Portion if available and, if so, its maximum additional Purchase Price.
For the avoidance of doubt, no Additional Closing shall occur hereunder unless both the Company and each such applicable Buyer shall have duly executed and delivered an Additional Closing Notice with respect thereto and no party shall be under any obligation to execute and deliver any Additional Closing Notice.
At any time after the Business Combination Closing Date, either party may deliver written notice (the “Irrevocable Additional Closing Notice”, and such date of delivery thereof, the “Irrevocable Additional Closing Notice Date”) to the other party informing them that such party will not consent to any Additional Closing.
Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, with any other Buyer, shall purchase from the Company on the applicable Additional Closing Date (as defined below), an Additional Note in the original principal amount as is set forth in the Additional Closing Notice (each, an “Additional Closing”).
If a Responding Party fails to execute and return such Additional Closing Notice to the Initiating Party within five (5) Business Days of receipt, such Additional Closing Notice shall be automatically cancelled.
Notwithstanding anything herein to the contrary, no Additional Closings shall occur hereunder from and after the date that is the twelve (12) month anniversary of the Business Combination Closing Date (or (x) such later date as the Company and the Required Holders (as defined below) shall mutually agree in writing or (y) if earlier, any Irrevocable Additional Closing Notice Date (as defined below)) (the “Additional Closing Expiration Date”).
The Irrevocable Additional Closing Notice shall be irrevocable once delivered, and following the delivery of the Irrevocable Additional Closing Notice, no Additional Closing shall occur.