The Series C Closing Clause Samples

The Series C Closing clause defines the terms and procedures for the formal completion of a Series C financing round. It typically outlines the conditions that must be met before the closing can occur, such as the delivery of necessary documents, satisfaction of due diligence, and receipt of funds from investors. This clause ensures that all parties understand the specific steps and requirements for finalizing the investment, thereby providing a clear framework for the transaction and minimizing the risk of misunderstandings or delays.
The Series C Closing. The closing (the “Series C Closing”) of the transactions contemplated hereby shall take place at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:30 a.m. (New York City time) on [●], 2018 or at such other time or place as the parties shall agree.
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The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "Series C 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 and provided, that the Series C Closing may not occur later than November 15, 1996 (the "Series C Closing Expiration Date"). The date of the Series C Closing is hereinafter referred to as the "Series C Closing Date." At the Series C Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall purchase, the Series C Shares, for an aggregate purchase price of $7,000,000. (ii) At the Series C Closing, (a) the Company shall deliver (1) to Infinity (A) one or more stock certificates representing the Infinity C Preferred, registered in the name of Infinity, (B) the Series C Infinity Warrant (as defined in Section 3.19), and (C) all other documents, instruments and writings required to have been delivered at or prior to the Series C Closing by the Company pursuant to this Agreement and the Registration Rights (1) Infinity shall deliver to the Company $5,500,000 and Seacrest shall deliver to the Company $1,500,000, 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 prior to the Series C Closing Date, and (2) the Purchasers shall deliver all documents, instruments and writings required to have been delivered at or prior to the Series C Closing by each Purchaser pursuant to this Agreement and the Registration Rights Agreement.
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The Series C Closing. (i) The closing of the purchase and sale of the Series C Shares (the "SERIES C CLOSING") shall take place at the offices of Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇ ▇▇ such date (which may not be prior to the tenth day after receipt of the notice described hereafter in this paragraph (b)) as the Company may designate in a written notice to the Purchaser (a "SUBSEQUENT FINANCING NOTICE") relating to the Series C Shares which the Company may deliver no earlier than January 1, 1997 and no later than March 19, 1997, which Subsequent Financing Notice shall set forth the number of Series C Shares (which may not exceed 3,000) that the Company intends to sell to the Purchaser, PROVIDED, HOWEVER, in no case shall the Series C Closing take place (A) earlier than the later to occur of January 11, 1997 and the tenth day after receipt of the Subsequent Financing Notice relating to such Closing or (B) later than March 30, 1997 (the "SERIES C CLOSING EXPIRATION DATE"), and, PROVIDED, FURTHER, that in no case shall the Series C Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series C Closing is hereinafter referred to as the "SERIES C CLOSING DATE." (ii) At the Series C Closing, (a) the Company shall deliver to the Purchaser (1) one or more stock certificates representing the Series C Shares being sold at such Closing, registered in the name of the Purchaser, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series C Closing by the Company pursuant to this Agreement and the Registration Rights Agreement and (b) the Purchaser shall deliver to the Company (1) the purchase price for the Series C Shares being purchased as determined pursuant to this Article I in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Series C Closing Date and (2) all documents, instruments and writings required to have been delivered at or prior to the Series C Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.
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The Series C Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Subsequent Financing Notice is greater than $2.00, have the right to deliver a written notice to the Purchasers (a "Series C Subsequent Financing Notice") requiring the Purchasers to purchase Series C Shares. The Company may deliver a Series C Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement relating to the securities issued at the Series B Closing Date and no later than 270 days after the effective date of such Registration Statement (such 270th day, the "Series C Closing Expiration Date") and such Series C Subsequent Financing Notice shall set forth the dollar amount of Series C Shares that the Company intends to sell to the Purchasers, provided, however, that the minimum amount of such sale and purchase shall be $1,500,000 and the maximum amount of such sale and purchase shall be based upon the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing as follows: if such average price is greater than $2.00 but less than $2.50 then the maximum funding shall be $4,000,000; if such average price is equal to or greater than $2.50 but less than $3.00 then the maximum funding shall be $5,500,000; if such average price is equal to or greater than $3.00 but less than $3.75 then the maximum funding shall be $7,000,000; if such average price is equal to or greater than $3.75 but less than $4.50 then the maximum funding shall be $10,000,000; and if such average price is equal to or greater than $4.50 then the maximum funding shall be $12,500,000; provided, further, that the Purchasers shall not be required to purchase any Series C Shares if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series C Closing is less than $2.00. At the Series C Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series C Shares as equals such Purchaser's pro rata portion of the purchase price for the Series B Shares issued and sold at the Series B Closing. The closing of the purchase and sale of the Series C Shares (the "Series C Closing") shall take place at the offices of Robinson Silverman on such ▇▇▇▇ ▇▇▇i▇▇▇▇▇ ▇▇ the Series C Subsequent Financing Notice (which may not be pr...
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The Series C Closing. The closing (the “Series C Closing”) of the transactions contemplated hereby shall take place at the offices of Milbank LLP, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York, New York 10001 at 10:00 a.m. (New York City time) on December 30, 2024, or at such other time or place as the parties shall agree.
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Related to The Series C Closing

  • Purchase and Sale of Preferred Stock As a condition of Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall deliver and be in compliance with the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser. B. Purchase and Sale of the Sponsor Warrants. (i) As payment in full for the 7,000,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $7,000,000 (the “Purchase Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP (“EG&S”), counsel for the Company, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Closing Date”). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of EG&S, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other place as may be agreed upon by the parties hereto.

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.