Initial Closing Securities definition
Examples of Initial Closing Securities in a sentence
For the avoidance of doubt, if this Agreement is terminated for any reason after the Initial Closing occurs and prior to the Second Closing, the Investor shall not be required to return any of the Initial Closing Securities or pay the Second Purchase Price Payment, nor shall the Company be required to return any of the Initial Purchase Price Payment or issue the Second Closing Securities.
The Preferred Shares and the Warrants to be issued in the Milestone Closing are collectively referred to herein as the “Milestone Securities” and, together with the Initial Closing Securities, are referred to herein as the “Securities”.
The Investor will have at the Initial Closing and the Second Closing, as applicable, the funds necessary to purchase the Initial Closing Securities or the Second Closing Securities at the Initial Closing or the Second Closing, as applicable, in each case on the terms and conditions contemplated by this Agreement.
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The Initial Closing Securities and the Second Closing Notes are hereinafter collectively referred to as the “Company Purchased Securities”.
Such Investor has secured firm commitments from its limited partners for sufficient funding to purchase the Initial Closing Securities, which commitments are not subject to any conditions other than any condition contained in this Agreement.
Between the date of this Agreement and the Initial Closing, each Purchaser agrees that neither it nor any of such Purchaser’s Attribution Parties will acquire any shares of Common Stock or any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, other than the Initial Closing Securities.
Assuming the accuracy of each of the representations and warranties set forth in Section 3.2 of this Agreement, the offer and issuance by the Company of the Initial Closing Securities and the Second Closing Securities and the exercise of the Warrants as contemplated hereby is exempt from registration under the Securities Act.
Each Investor’s Initial Subscription Amount and Initial Closing Securities is set forth next to such Investor’s name on Schedule A hereto.
At the Initial Closing, the Purchaser shall deliver the Initial Subscription Amount to the Company in the form of a Purchase Note, and the Company shall deliver to the Purchaser the Initial Closing Securities due in respect of the Initial Subscription Amount, and each party shall otherwise satisfy all of the covenants and conditions set forth in Sections 2.03 and 2.04.