Initial Closing Amount definition
Examples of Initial Closing Amount in a sentence
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the Initial Closing Amount (the “Initial Closing”) shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree on the Initial Closing Date.
The sale of the Minimum Initial Closing Amount at the Initial Closing, while desirable for purposes of the business operations of the Company, is not designed as a protection to Purchasers or to indicate that their investment decision is shared by other unaffiliated investors.
This Minimum Initial Closing Amount of Units must be sold at the Initial Closing.
The Placement Agent will notify each Subscriber, after consultation with the Company, as to such Subscriber’s portion of the Initial Closing Amount (each an “Initial Subscriber Amount”) by providing such Subscriber with a notice substantially similar to that attached hereto as Exhibit A.
Interest, if any, that has accrued with respect to the Initial Closing Amount while in escrow shall also be distributed to the Company at the Initial Closing and Subscribers will have no right to such interest.
The aggregate amount of all Indemnified Liabilities for which the Corporation shall be liable pursuant this Section 6.12 in connection with breaches of representations and warranties shall not exceed 15% of the aggregate of the Initial Closing Amount and any Drawdown Amounts paid pursuant to this Agreement.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the closing of the Initial Closing Amount (the “Initial Closing”) shall occur at the offices of G&M or such other location as the parties shall mutually agree on the Initial Closing Date and the Company shall deliver to the Escrow Agent the Form of Escrow Release Notice (as defined in the Escrow Agreement) duly executed with respect to the release and disbursement of the Initial Closing Amount.
Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Initial Closing Amount have not been received, deposited with and collected by the Escrow Agent, or (b) any of the certifications and opinions set forth in the Initial Closing Notice are incorrect or incomplete.
For clarification, the Company and the Placement Agent cannot refuse to accept the any Subscriber’s Final Closing Amount after the Company has accepted such Subscriber’s Initial Closing Amount so long as the Final Closing occurs.
On the Initial Closing Date, each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to the Initial Closing Amount as set forth on the signature page hereto executed by each Purchaser and the Company shall deliver to each Purchaser such number of Shares equal to such Purchaser’s Initial Closing Amount divided by the Per Share Purchase Price, and the Company and each Purchaser shall deliver the other items set forth in Section 2.4 deliverable at the Initial Closing.