Examples of Second Closing Shares in a sentence
In the event either Second Closing Milestone has been satisfied and the Company desires to proceed with the Second Closing, the Company shall promptly notify each of the Investors in writing of the satisfaction of a Second Closing Milestone and the number of Second Closing Shares that each Investor shall purchase in the Second Closing (the “Second Closing Notice”).
At any Second Closing, the Company shall deliver to each Investor a certificate evidencing the Second Closing Shares is purchasing against payment of the purchase price therefor by check, wire transfer or any combination thereof.
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.
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.