Option Closings Sample Clauses

Option Closings. Each closing of a purchase of shares of Common Stock under the Option (an "OPTION CLOSING") shall occur at the offices of the Company at 9:00 a.m. California time (or such other time and place as may be agreed by the parties) on a date designated by Purchaser in an Exercise Notice delivered not less than five (5) and not more than twenty (20) business days prior to the date of such Option Closing (the "OPTION CLOSING DATE"). At each Option Closing: (i) the Company shall deliver to Purchaser or its designee (A) a single certificate representing the number of shares of Common Stock designated by Purchaser for purchase in the applicable Exercise Notice (the "OPTION EXERCISE NUMBER"), such certificate to be registered in the name of Purchaser and to bear the legend set forth in Section 5.11, and (B) a Series 2 Warrant, registered in the name of Purchaser, entitling Purchaser to purchase, on the terms set forth therein, a number of shares of Common Stock (subject to adjustment as set forth therein) equal to one half the Option Exercise Number; and (ii) Purchaser shall deliver the aggregate Option Exercise Price for the shares of Common Stock so designated for purchase to the Company in cash (in immediately available funds). Upon request by Purchaser, the Option Closing Date will be deferred as reasonably necessary until the conditions to consummation of the Option Closing and the Company's obligation to issue the Option Common at such Option Closing pursuant to Section 7.3 are satisfied (if such conditions are capable of being satisfied).
View SourceView Similar (2)
Option Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(c) below, the Company shall issue and sell to each Buyer delivering a Call Option Exercise Notice (in the event of an exercise of the Call Option) or to each Buyer receiving a Put Option Exercise Notice (in the event of the exercise of the Put Option), and each such Buyer severally, but not jointly, shall purchase from the Company at the applicable Call Option Closing or Put Option Closing, the number of Units to be issued to such Buyer in accordance with clauses (i) and (ii) above of this Section 1(b) (each of the Initial Closing, a Call Option Closing and the Put Option Closing, a “Closing”). Each Closing shall occur at 10:00 a.m., New York City time, on the date specified in this Section 1(b) (or such later date as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to such Closing set forth in Sections 6 and 7(i) below at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The date on which any such Closing occurs is hereinafter referred to herein as the “Closing Date.”
View SourceView Similar (2)
Option Closings. In the event the Option is exercised, the purchase --------------- and sale of the Option Licenses shall be made pursuant to one or more agreements substantially in the form of the Asset Acquisition Agreement (including, without limitation, the investment protection provisions of Section 1.3(b), the registration provisions of Section 5 and the conditions to closing, each as appropriately modified with appropriate bring-down modifications (each, a "Purchase Agreement")), which the parties agree to execute, or cause to be executed, within thirty (30) days of the exercise by ART of the Option. If the Option is exercised, the parties (a) acknowledge that one or more of the Option Licenses may be granted or awarded to a Bachow Affiliate and agree that such Bachow Affiliate shall execute the applicable Purchase Agreement with ART and the applicable Purchase Agreement will be appropriately modified and (b) anticipate the first agreement and Closing thereunder to include the transfer of all of the Granted Auction Licenses and Pending Auction Licenses. The consideration payable by ART at any Closing shall be in shares of ART Common Stock valued at the Trailing Market Price with an aggregate value equal to the Option Price payable at such Closing.
View Source
Option Closings. 3 1.6 Delivery and Payment for the Shares ......................................3 SECTION 2 INVESTORS' REPRESENTATIONS ........................................4
View Source
Option Closings. In addition, each time that any of the Option Securities are purchased by the Underwriters, the Custodian will deliver the Option Securities to the Representative through the facilities of DTC for the accounts of the Underwriters, against payment of the purchase price therefor, in Federal (same day) funds by wire transfer to or on behalf of the Selling Stockholders, pro rata based on the number of Option Securities sold by each of them, under instructions from the Custodian, at the above-mentioned offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at 9:00 A.M. (New York City time), on the applicable Date of Delivery. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
View Source
Option Closings. Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of any of the Option Shares (the “Option Closing”) shall take place at the New York office of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the third (3rd) business day following receipt by the Company of an Option Exercise Notice. At an Option Closing, the following deliveries will be made: (a) The Company shall deliver certificates to either the Investor or Xethanol, as the case may be, representing the Option Shares. (b) The Company shall deliver the Company Option Closing Certificate to either the Investor or Xethanol, as the case may be. (c) If applicable, the Investor shall deliver the Investor Option Closing Certificate to the Company. (d) If applicable, Xethanol shall deliver the Xethanol Option Closing Certificate to the Company.
View Source
Option Closings. (a) If the First Closing shall have occurred, then for a period commencing on the day following the Shareholder Approval Date and ending six (6) months thereafter (the “Option Period”), Purchaser shall have the nontransferable options (the “Options”), exercisable in whole or in part, to acquire (i) additional shares of Series E-1 Preferred Stock (the “E-1 Option Shares”) at the Series E-1 Per Share Purchase Price in an aggregate amount not to exceed the Series E-1 Purchase Option Amount (the “Series E-1 Purchase Option”) and/or (ii) additional shares of Series E-2 Preferred Stock (the “E-2 Option Shares”) at the Series E-2 Per Share Purchase Price in an aggregate amount not to exceed the Series E-2 Purchase Option Amount (the “Series E-2 Purchase Option”). The Purchaser may exercise either or both of the Options in whole or in part by providing a written notice of exercise to the Company during the Option Period (an “Option Exercise Notice”), which Option Exercise Notice shall specify (i) the number of additional shares of Preferred Stock to be purchased by the Purchaser pursuant to the Series E-1 Purchase Option and/or the Series E-2 Purchase Option; (ii) the aggregate purchase price (at the Series E-1 Per Share Purchase Price or the Series E-2 Per Share Purchase Price, as applicable) of such additional shares; and (iii) the Option Closing Date for such Option exercise, which shall be no earlier than three Business Days after the date of such Option Exercise Notice and no later than five Business Days after the date of such Option Exercise Notice. The date on which the Purchaser gives an Option Exercise Notice is hereinafter referred to as the “Option Exercise Date.” (b) On the Option Closing Date specified in the Option Exercise Notice, upon the terms and subject to the conditions set forth herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company the shares of Preferred Stock specified in the Option Exercise Notice for the aggregate purchase price specified therefore in the Option Exercise Notice (the “Option Purchase Amount”). The Purchaser shall deliver via wire transfers of immediately available funds an amount equal to the Option Purchase Amount, 50% of which shall be delivered to the Escrow Agent, and 50% of which shall be delivered to the Company (or as otherwise instructed in writing by the Company). The Option Closing shall be subject to the satisfaction or waiver of the closing conditions contained herein...
View Source
Option Closings. (a) The consummation of the purchase and sale of any Option Shares to be sold pursuant to an Exercise Notice (an "Initial Option Closing") shall take place on the Option Closing Date specified in such Exercise Notice at the offices of Kirk▇▇▇▇▇▇▇ & ▇ock▇▇▇▇ ▇▇▇, 1500 Oliv▇▇ ▇▇▇lding, Pittsburgh, Pennsylvania, or at such other time, date or place as the parties agree. (b) The consummation of the purchase and sale of any Available Option Shares to be purchased pursuant to Section 1.4(c) hereof (the "Available Option Closing") shall take place on the 30th day following the delivery of the Notice by BCC to the Option Investors (or, if such day is not a business day, the next following business day) (each Initial Option Closing and Available Option Closing hereunder an "Option Closing"). (c) Unless otherwise agreed by the parties, to the extent that (a) any Option remains unexercised and the Available Option Shares have not been elected to be purchased by the Option Investors or (b) any Option Closing to be held hereunder does not take place because (i) all conditions to closing set forth in Section 5.2(a)-(c) hereof have not been met or waived by BCC or (ii) all conditions to closing set forth in Section 5.1 hereof have not been met other than due to a failure by BCC to take any necessary action or to use its best efforts to cause in a third party to take any necessary action thereunder, then on the date that is 225 days following the First Closing all Options granted hereunder shall expire and neither BCC nor any Investor shall have any further rights or obligations with respect thereto.
View Source

Related to Option Closings

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Third Closing (a) If (i) the Company publicly announces the Third Closing Milestone Event and following such announcement the average VWAP of the Common Stock for each of the immediately subsequent five (5) Trading Days is at least $0.7325 per share (as adjusted for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Third Closing Date (which is 125% of the Per Share Purchase Price)) or (ii) the Company receives written notice from a Purchaser waiving subsection (i) above and desires to effect the Third Closing (as to the Subscription Amount of such waiving Purchaser only), then the Company will promptly distribute (and in any event within two (2) Trading Days of such public announcement and achievement of (i) above or receipt of such written notice pursuant to (ii) above) to each Purchaser a notice identifying the date of the Third Closing. If Company terminates the Niyad NEPHRO CRRT study then the right of a Purchaser to request a Third Closing shall terminate, and the Company shall be under no obligation to sell and issue any further Securities to the Purchasers. (b) On or prior to the Third Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) the Company shall have provided each Purchaser with the Company’s wire instructions; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to establish via the direct registration system a book-entry notation for that number of Shares equal to such Purchaser’s Third Closing Subscription Amount applicable to the Shares divided by the Per Share Purchase Price and registered in the name of such Purchaser (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrants, if applicable); (iii) if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Third Closing Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common Stock, subject to adjustment therein; (iv) a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; and (c) On or prior to the Third Closing Date, each Purchaser shall deliver or cause to be delivered to the Company such Purchaser’s Third Closing Subscription Amount by wire transfer to the account specified in writing by the Company.

  • Second Closing The second closing (the “Second Closing” and together with the Initial Closing, each a “Closing”) of the transactions contemplated hereby shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within one business day following the date on which the last of the conditions set forth in Articles 6 and 7 (including the conditions described in Section 6(p)) have been satisfied or waived in accordance with this Agreement (such date, the “Second Closing Date” and together with the Initial Closing Date, each a “Closing Date”), or at such other time and place as the Company and the Investors mutually agree upon. At the Second Closing, each Investor shall pay the Company the applicable Total Purchase Price by Exchange of the aggregate principle amount of the Outstanding Convertible Notes as set forth next to such Investor’s name on Schedule I-B hereto. At the Second Closing, the Company shall deliver to each Investor a single stock certificate representing the number of Shares purchased by such Investor at the Second Closing, as set forth next to such Investor’s name on Schedule I-B hereto, such stock certificate to be registered in the name of such Investor, or in such nominee’s or nominees’ name(s) as designated by such Investor in writing in the Investor Suitability Questionnaire, against payment of the purchase price therefor by the Exchange of the aggregate principle amount of the Outstanding Convertible Notes being Exchanged by such applicable Investor at the Second Closing. Each Investor agrees that each such Outstanding Convertible Note or Notes held by such Investor and set forth next to such Investor’s name on Schedule I-B is cancelled as of the Second Closing and all principal and interest outstanding thereunder shall be Exchanged as reflected on Schedule I-B as of the Second Closing Date; provided that to the extent only a portion of the principal and interest outstanding thereunder shall be converted or exchanged as reflected on Schedule I-B as of the Second Closing Date, then the Company shall issue a new convertible promissory note to such Investor reflecting the remaining principal and interest outstanding under such Outstanding Convertible Note or Notes after giving effect to the Exchange contemplated hereby.