Third Closing Sample Clauses
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...
Third Closing. At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.
Third Closing. On the Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $150,000 of convertible notes, each convertible note substantially in the form of Exhibit E (“Convertible Note”) attached hereto, which closing shall occur on, or as soon as reasonably practicable following, and in any event within two (2) Trading days of, the date on which the Registration Statement registering all of the Registrable Securities is declared effective by the Commission (the “Third Closing”). Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Convertible Note, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.”
Third Closing. (a) If the Discharge shall not have occurred prior to the Third Closing Date (and the Third Closing shall not occur if the Discharge has occurred), the issuance of the Third Closing Shares (as defined below) shall take place at a closing (the “Third Closing”) to be held at the Offices (or at any other location as agreed in writing by the Company and the Majority Lender Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date.
(b) At the Third Closing, the Company shall issue and deliver to the Lender Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 45.92% of the First Closing Date Post Issuance Ordinary Shares rounded to two decimal places and a number of Series B Preference Shares, credited as fully paid, equal to 45.92% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Third Closing Shares”). The Third Closing Shares shall be allocated ratably, including fractional shares, to each Lender Shareholder according to aggregate principal amount of each such Lender Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preferred Shares issued at the Third Closing, the Lender Shareholders shall receive Series B1 Preferred Shares unless they elect to receive Series B2 Preferred Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date.
(c) The Company shall obtain the requisite approvals of the Bermuda Monetary Authority for the issuances of Shares pursuant to this Section 2.3.
Third Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the purchase and sale by the Purchaser of the Third Closing Shares, if any, pursuant to this Agreement (the “Third Closing”) shall be held at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. New York time on the later of (i) the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) and (ii) the twelfth business day after which the Company provides notice to the Purchaser of the number of the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated in accordance with the definition thereof (as applicable), or at such other date, time and place as the Company and the Purchaser agree) (such date, the “Third Closing Date” and, together with the First Closing Date and the Second Closing date, the “Closing Dates”). Notwithstanding the foregoing, if at the time the conditions to the First Closing and the Second Closing have been satisfied or waived, the conditions to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing and the Third Closing shall take place simultaneously; provided, that, if the conditions to the Third Closing set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such that the Third Closing would be required to take place prior to October 31, 2014, at the option of the Company (upon prior written notice delivered to the Purchaser at least twelve business days prior to the date on which the Third Closing would have been required to occur but for this proviso), the Third Closing shall take place on the first business day after October 31, 2014 or at such other date, time and place as the Company and the Purchaser agree.
(b) Subject to the satisfaction or waiver at or prior to the Third Closing of the applicable conditions to the Second Closing in Section 1.5, at the Second Closing:
(1) the Company will deliver to the Purchaser (i) certificates representing the Third Clo...
Third Closing. On or before October 15, 2016 (the "Third Closing"), the Company would acquire the remaining sixty percent (60%) of the ownership interest of WOD an equity exchange in which the WOD Members would exchange a total of 600 WOD Units to the Company in exchange for a total of 14,800,000 New Company Shares. In addition, the Third Closing would be contingent upon WOD completing all necessary corporate actions to effect any and all outstanding WOD corporate matters, including, but not limited to, two years of audit financials for period ending December 31, 2014 and December 31, 2015, and interim reviewed financial for periods ending March 31, 2016, and June 30, 2016, including interim reviewed financial for period ending September 30, 2016, in accordance with US GAAP (the "Books and Records"), in form acceptable to Company and its auditors. Separately, Company must be current with all federal tax return filings for periods ending 2013, 2014 and 2015 on or before the Third Closing.
Third Closing. At any time sixty one (61) days following the Second Closing Date, on a date determined upon mutual agreement of the Buyer and the Company for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company may deliver to the Buyer the following: (i) the Third Debenture; (ii) the Company Legal Opinion dated as of the Third Closing Date, provided that a Company Legal Opinion need not be delivered at the Third Closing Date if the Company has previously delivered to the Buyer a “blanket” legal opinion covering the Debentures to be issued at the Third Closing Date and the Company has not been notified by its counsel that such opinion has been withdrawn or modified; (iii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(h) hereof, if necessary; and (iv) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedule 3.1 to reflect the Company’s capitalization as of the Third Closing Date; and (B) the Buyer shall deliver to the Company the following: $90,000 (the “Third Purchase Price”).
Third Closing. The third closing (the “Third Closing”) shall take place at the offices of the Purchaser on the fourteenth business day following the satisfaction or waiver of the conditions set forth in this section 4.3.
(a) The obligation of the Purchaser to consummate the Third Closing is subject to the fulfillment or waiver by the Purchaser of the following conditions on the date of the Third Closing:
(i) on or before December 14, 2010, the Second Condition Precedent was completed;
(ii) all the Company’s representations and warranties in this agreement were true and correct on the date of this agreement, the Company’s representations and warranties in this agreement shall be true and correct in all material respects at the Third Closing as if made again at and as of that time save for any matter incorrect because of subsequent action by the Purchaser since First Closing;
(iii) the Company and the Shareholders shall have performed and carried out all the covenants and other provisions in this agreement, required to have been performed and carried out by it prior to the Third Closing (except that breach thereof which is not material breach shall not prevent the performance of the Third Closing);
(iv) there shall not be in effect any injunction or restraining order issued by a court of competent jurisdiction in any action or proceeding against the consummation of the transactions contemplated by this agreement; and
(v) the Company shall have delivered to the Purchaser a certificate of an executive officer or certificate signed by the Permitted Transferees or their officers, as the case maybe, confirming that the conditions specified in clauses (ii) through (v) above have been fulfilled.
(b) At the Third Closing, the Purchaser shall issue to the Company or its Permitted Transferees the Second Debenture.
(c) The obligations to consummate the Third Closing may be terminated at any time prior to the Third Closing: (i) by a written agreement between the Company or its Permitted Transferees and the Purchaser; or (ii) by the Purchaser, if any condition specified in section 4.3 shall not have been satisfied or waived in writing by the Purchaser on or before December 14, 2010.
Third Closing. Within 90 days following the Effective Date (the “Third Closing Date”, and together with each of the Initial Closing Dates and the Second Closing Date, the “Unit Closing Dates”), the Purchaser shall purchase an additional 3,000 Units (the “Third Closing”, and together with the Initial Closing and the Second Closing, the “Unit Closings”) and the Company shall sell to the Purchaser an additional 3,000 Units. As a condition to the Third Closing, the Company will update the Disclosure Schedule and the representations and warranties set forth in Section 2 hereof.
Third Closing. From and after the Third Closing, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company Owned by them, required to cause the Board to consist of up to six (6) members or such other number as the Board may from time to time establish, and at all times throughout such period to include (i) three (3) Warburg Pincus Directors, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇,