Common use of The Series B Closing Clause in Contracts

The Series B Closing. (i) The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." At the Series B Closing, the Company shall sell and issue to the Purchaser, and the Purchaser shall purchase, the Series B Shares for an aggregate purchase price of $3,000,000. (ii) At the Series B Closing, (a) the Company shall deliver to the Purchaser one or more stock certificates representing the Series B Shares and the Initial Warrant (as defined in Section 3.17), each registered in the name of the Purchaser, and all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Exhibit B (the "Registration Rights Agreement"), and (b) the Purchaser shall deliver to the Company $3,000,000, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing Date, and all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.

Appears in 1 contract

Sources: Convertible Preferred Stock Purchase Agreement (Illinois Superconductor Corporation)

The Series B Closing. (i) The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree, but not prior Subject to the date that the terms and conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." At the Series B Closingthis Agreement, the Company shall sell and issue have the right to deliver a written notice to the Purchaser, and Purchaser (a "Subsequent Financing Notice") requiring the Purchaser shall purchase, to buy the Series B Shares for an aggregate a purchase price of $3,000,000.1,000,000. A Subsequent Financing Notice may be (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to the Purchaser one or more (1) a stock certificates certificate representing the 10,000 Series B Shares and the Initial Warrant (as defined in Section 3.17), each registered in the name of the Purchaser, (2) a five year common stock purchase warrant in the form of Exhibit B (the "Series B Warrant" and together with the Series A Warrant, the "Warrants") entitling the Purchaser to purchase an aggregate of 80,000 shares of Common Stock, at an exercise price equal to 120% of the Per Share Market Value on the Series B Closing Date, registered in the name of the Purchaser, (3) the legal opinion referenced in Section 4.1(xii), and (4) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Company to the Purchaser pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Exhibit B (the "Registration Rights Agreement"), ; and (b) the Purchaser shall deliver to the Company (1) $3,000,000, 500,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing DateDate (the "Series B Purchase Price") less the amounts referred to in Section 5.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Purchaser pursuant to this Agreement Agreement, including a certificate signed on behalf of the Purchaser confirming the accuracy of its representation and warranties incurred on and as of the Registration Rights AgreementSeries B Closing Date.

Appears in 1 contract

Sources: Convertible Preferred Stock Purchase Agreement (Ecogen Inc)

The Series B Closing. (i) The closing of the purchase and sale of the Series B Shares (the "Series SERIES B ClosingCLOSING") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("RobiROBI▇▇▇▇ ▇▇▇vV▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or such later date as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series SERIES B Closing DateCLOSING DATE." At the Series B Closing, the Company shall sell and issue to the Purchaser, and the Purchaser shall purchase, the Series B Shares Shares, for an aggregate purchase price of $3,000,000. (ii) At the Series B Closing, (a) the Company shall deliver to the Purchaser (1) one or more stock certificates representing the Series B Shares and the Initial Warrant (as defined in Section 3.17hereinafter defined), each registered in the name of the Purchaser, and (2) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Exhibit B (the "Registration Rights Agreement"), ; and (b) the Purchaser shall deliver to the Company $3,000,000(1) the purchase price for the Series B Shares as set forth in Section 1.3(a), less the fees and disbursements of the legal counsel contemplated in Section 6.1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.

Appears in 1 contract

Sources: Convertible Preferred Stock Purchase Agreement (Immunogen Inc)