Common use of Additional Closing Clause in Contracts

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an Additional Debenture with a principal amount equal to such Purchaser’s Additional Debenture Principal Amount, registered in the name of such Purchaser; ii. the Security Agreement duly executed by the Company, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the Pledged Securities and corresponding stock powers; iii. the Registration Rights Agreement duly executed by the Company; iv. a legal opinion of Company Counsel, substantially in form and substance reasonably satisfactory to the Purchasers; v. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Debenture as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Appears in 1 contract

Sources: Securities Purchase Agreement (Blackboxstocks Inc.)

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Debenture Note with a principal amount equal to such Purchaser’s Additional Debenture Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the Security Agreement duly executed name of such Purchaser to purchase the number shares of Common Stock as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, along with all in which case the Company will provide an electronically signed version of the Security Documents, including Additional Warrant on or prior to the Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the Pledged Securities and corresponding stock powersAdditional Closing Date; iii. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; iv. a legal opinion of Company Counsel, substantially directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Purchasers; v. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, ’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Debenture Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Appears in 1 contract

Sources: Securities Purchase Agreement (Datavault AI Inc.)

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Debenture Note with a principal amount equal to such Purchaser’s Additional Debenture Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. the Security Agreement duly Company’s wire instructions, on Company letterhead and executed by the Company, along with all of the Security Documents, including the Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the Pledged Securities and corresponding stock powersChief Executive Officer or Chief Financial Officer; iii. the Registration Rights Agreement duly executed by the Company; iv. a legal opinion of Company Counsel, substantially directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Purchasers; v. iv. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, ’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. v. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Debenture Note as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Appears in 1 contract

Sources: Securities Purchase Agreement (Datavault AI Inc.)

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Debenture Note with a principal amount equal to such Purchaser’s Additional Debenture Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the Security Agreement duly executed name of such Purchaser to purchase the number of Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, along with all in which case the Company will provide an electronically signed version of the Security Documents, including Additional Warrant on or prior to the Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the Pledged Securities and corresponding stock powersAdditional Closing Date; iii. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; iv. a legal opinion opinions of Company U.S. Counsel and Company Cayman Counsel, substantially directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Purchasers; v. a certificatecertificates, executed on behalf of the Company and each of the Subsidiary GuarantorsCompany, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board boards of Directors directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles constitutional documents of incorporation and bylaws the Company and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii2.5(c)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Debenture Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Appears in 1 contract

Sources: Securities Purchase Agreement (K Wave Media Ltd.)

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Debenture Note with a principal amount equal to such Purchaser’s Additional Debenture Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the Security Agreement duly executed name of such Purchaser to purchase the number of Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, along with all in which case the Company will provide an electronically signed version of the Security Documents, including Additional Warrant on or prior to the Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the Pledged Securities and corresponding stock powersAdditional Closing Date; iii. the Registration Rights Agreement duly Company’s wire instructions, on Company letterhead and executed by the CompanyChief Executive Officer or Chief Financial Officer; iv. a legal opinion opinions of Company CounselU.S. Counsel and Company Cayman Counsel (with respect to the Company and each of the Subsidiary Guarantors), substantially directed to the Purchasers, in form and substance reasonably satisfactory acceptable to the Purchasers; v. a certificatecertificates, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board boards of Directors directors of the Company for and each of the CompanySubsidiary Guarantors, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s, certificate or articles constitutional documents of incorporation the Company and bylaws each of the Subsidiary Guarantors and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the CompanyCompany and each of the Subsidiary Guarantors; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Debenture Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Appears in 1 contract

Sources: Securities Purchase Agreement (DDC Enterprise LTD)