Second Closing Securities Sample Clauses

The 'Second Closing Securities' clause defines the specific securities that will be issued or sold during a subsequent closing event following an initial investment round. Typically, this clause outlines the types, quantities, and terms of the securities involved, such as shares or convertible notes, and may specify the conditions under which the second closing will occur, like meeting certain milestones or securing additional investors. Its core practical function is to provide clarity and structure for follow-on investments, ensuring all parties understand the terms and expectations for future capital infusions.
Second Closing Securities. On the terms and conditions set forth in this Agreement, at the Second Closing: (a) the Company will issue, sell and deliver (through release from the Escrow) the Note to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing in accordance with Section 2.3); (b) immediately following such issuance, sale and delivery, if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor will pay $75 million in cash (the “Second Purchase Price Payment” and, together with the Initial Purchase Price Payment, the “Purchase Price”) to the Company, whereupon: (i) pursuant to the terms of the Note, the Note will become convertible at the option of the Investor, or if the Investor fails to exercise its option by the date that is one (1) business day following the Second Closing, at the option of the Company, in each case into shares of Series A Preferred Stock pursuant thereto (the “Converted Preferred Shares”); and (ii) the Company will issue, sell and deliver to the Investor a Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number (it being understood that such delivery shall be effected through an increase in the Contingent Payment Right Share Number in the Contingent Payment Right Agreement issued at the Initial Closing in the manner set forth therein); provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received prior to the Second Closing, the Company will, in lieu of issuing, selling and delivering such Contingent Payment Right, instead issue, sell and deliver to the Investor a number of shares of Common Stock equal to the Second Closing CPR Share Number (such Contingent Payment Right or Common Stock, as applicable, together with the Note (unless the Note is issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Second Closing Securities” and together with the Initial Closing Securities (and the Note if issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Purchased Securities”).
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Second Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company at one or more Closings, that number of Securities set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Second Closing” (the “Second Closing Shares”) for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers, for aggregate gross proceeds of $15,000,120. The Series B2 Preferred Stock shall have a stated value of $152 per share of Series B2 Preferred Stock and shall be convertible into Series B2 Preferred Conversion Shares at a conversion price equal to $1.52 per Series B2 Preferred Conversion Share, subject to adjustment as provided in the Certificate of Designations. The Warrants accompanying the Series B2 Preferred Stock shall be exercisable for 9,868,500 Common Warrant Shares and shall have an exercise price of $1.52 per Common Warrant Share (or, if the holder elects to exercise the Warrants for Series B1 Preferred Warrant Shares, $152 per Series B1 Preferred Warrant Share), subject to adjustment as provided in the Warrants.
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Second Closing Securities. The Subscriber agrees to purchase from the Company and the Company agrees to sell to the Subscriber an additional Note ("Second Closing Note") and collectively with the Common Stock issuable upon conversion of the Second Closing Note - "Second Closing Securities"). The closing date for the purchase of the Second Closing Note shall be the fifth business day after the actual effective date of the Registration Statement described in Section 10.1(iv) ("Second Closing"). The closing date for the Second Closing is referred to as the Second Closing Date. The purchase price and principal amount of the Second Closing Note issuable at the Second Closing shall be equal to the Subscriber's Purchase Price on the Closing Date. The Second Closing Note shall be identical to the Notes except that the Maturity Date (as defined in the Note) shall be two years after the Second Closing Date.
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Second Closing Securities. The Subscriber agrees to purchase from the Company and the Company agrees to sell to the Subscriber additional Company Shares ("Second Closing Shares") and one Warrant for each two Second Closing Shares ("Second Closing Warrants" and collectively with the Second Closing Shares and Common Stock issuable upon exercise of the Second Closing Warrants - "Second Closing Securities"). The closing date for the purchase of the Second Closing Shares and Second Closing Warrants shall be the seventh business day after the actual effective date of the Registration Statement described in Section 8.1(iv) ("Second Closing Date"). The purchase price of the Second Closing Shares and Second Closing Warrants shall be $150,000 ("Second Closing Purchase Price"). The amount of Second Closing Shares to be sold by the Company and purchased by Subscriber shall be 1,500,000. The Company will also issue and deliver to the Subscriber on the Second Closing Date 750,000 Second Closing Warrants. The per share "Purchase Price" of the Common Stock (as defined in the Warrant) issuable upon exercise of the Second Closing Warrants shall be the closing price of the Company's Common Stock for the trading day immediately preceding the Second Closing Date. The Second Closing Warrants shall be exercisable for five years after the Second Closing Date.
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Second Closing Securities. In the event that the Second Closing has ------------------------- not occurred on or prior to the first anniversary of the First Closing Date, the Company shall issue and deliver to the Subscribers on a pro rata basis, within -------- three business days after the first anniversary of the First Closing Date, the Second Closing Securities. The Subscribers shall not be required to pay to the Company any additional consideration, including without limitation, the Second Closing Purchase Price, for the Second Closing Securities.
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Second Closing Securities. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company at the Second Closing, that number of Securities set forth opposite such Purchaser’s name on the Schedule of Purchasers under the heading “Second Closing,” for the purchase price to be paid by each Purchaser set forth opposite such Purchaser’s name on the Schedule of Purchasers, for aggregate gross proceeds of $35,000,000. The Series 3 Preferred Stock shall have a stated value of $140.00 per share of Series 3 Preferred Stock and shall be convertible into Series 3 Preferred Conversion Shares at a conversion price equal to $1.40 per Series 3 Preferred Conversion Share, subject to adjustment as provided in the Certificate of Designations. The Warrants accompanying the Series 3 Preferred Stock shall have an exercise price of $1.40 per Common Warrant Share (or, if the holder elects to exercise the Warrants for Series 1 Preferred Warrant Shares, $140.00 per Series 1 Preferred Warrant Share), subject to adjustment as provided in the Warrants.
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Related to Second Closing Securities

  • 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.

  • First Closing The First Closing shall have occurred.

  • Subsequent Closing Upon receipt of Shareholder Approval, the completion of the purchase and sale of the Subsequent Shares and Subsequent Warrants (the “Subsequent Closing,” together with the Original Closing, the “Closings”) shall occur on a date mutually agreed by the Investor, the Company and the Placement Agent (the “Subsequent Closing Date”), which date shall not be later than the earlier of two Business Days following receipt of the Shareholder Approval and 60 days following the Initial Closing Date (the “Subsequent Outside Date”). At the Subsequent Closing, the Company shall deliver to the Investor one or more certificates representing the number of Subsequent Shares and Subsequent Warrants, respectively, set forth in paragraph 2(b) of the Securities Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as Exhibit B, in the name of a nominee designated by the Investor. In exchange for the delivery of the certificates representing such Subsequent Shares and Subsequent Warrants, the Investor shall deliver the Subsequent Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 5.1 The Company’s obligation to issue and sell the Subsequent Shares and Subsequent Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of an executed copy of this Agreement; (b) the accuracy in all material respects when made and on the Subsequent Closing Date of the representations and warranties made by the Investor in this Agreement and the fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Subsequent Closing in all material respects; (c) the execution and delivery by the Investor of the Registration Rights Agreement; (d) prior receipt by the Company of the Subsequent Purchase Price; (e) the execution and delivery by the Investor of a cross receipt, substantially in the form attached hereto as Exhibit I (the “Subsequent Cross Receipt”), evidencing receipt of the Subsequent Shares and Subsequent Warrants; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into the Agreements or to consummate the transactions contemplated hereby and thereby; and (g) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.2 The Investor’s obligation to purchase the Subsequent Shares and Subsequent Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the delivery to the Investor of a legal opinion, dated the Subsequent Closing Date, from counsel to the Company, substantially in the form attached hereto as Exhibit G; (b) the accuracy in all material respects of the representations and warranties made by the Company in this Agreement on the date hereof and, if different, on the Subsequent Closing Date; (c) the execution and delivery by the Company of the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Subsequent Closing Date; (e) the execution and delivery by the Company of the Subsequent Cross Receipt evidencing receipt of the Subsequent Purchase Price; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (g) the completion of the Second Humble Transaction, to occur simultaneously with the Subsequent Closing; (h) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled; and (i) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.3 In the event that the Subsequent Closing does not occur on or before the Subsequent Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth above (and such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the Investor no later than one (1) Business Day following the Subsequent Outside Date and the Investor shall have no further obligations hereunder.

  • Purchase Closing Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the 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.