Examples of Second Closing Shares in a sentence
No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition shall be in effect, and no Law shall have been enacted, entered, promulgated, enforced or deemed applicable by any Governmental Authority that, in any case, prohibits or makes illegal the consummation of the issuance and sale of the Second Closing Shares.
The registration rights shall be assignable by each Investor to any purchaser who acquires from the Investor (i) 5% or more of the aggregate principal amount of the Exchangeable Notes held by such Investor as of the First Closing Date if the Second Closing does not occur or (ii) 5% or more of the Second Closing Shares held by such Investor after the exchange of the Exchangeable Notes for Second Closing Shares on the Second Closing Date.
At any time prior to the earlier of (i) the delivery of the Second Closing Notice by the Company (as defined below) and (ii) December 31, 2008, each Investor shall have the option at any time to purchase, in one or more closings, that number of shares of Series A-1 Preferred Stock which, in the aggregate, may be up to such Investor’s Second Closing Shares upon ten (10) days’ written notice to the Company at a purchase price per share equal to the Series A-1 Purchase Price.
Based upon the representations of the Investors set forth in Section 4 of this Agreement, the offer, issuance and sale of the Exchangeable Notes and the Second Closing Shares are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.
Neither the Company nor anyone acting on its behalf has sold or has offered any of the Exchangeable Notes or Second Closing Shares for sale to, or solicited offers to buy from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than the Investors.