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 Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. 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 Bor...
Subsequent Closings. Subject to the terms and conditions of this Agreement, the Company may sell to each Investor up to such number of Series A Shares as is set forth opposite the name of each such Investor in Exhibit A-6 hereof, at one or more subsequent closings (the “Subsequent Closings”) (the date of each Subsequent Closing shall be referred to herein as the “Subsequent Closing Date”) to occur no later than May 30, 2006 (or at such other time as the Company and the Investors may mutually agree upon), so long as the sales of the Series A Shares at such Subsequent Closings are pursuant to the terms of this Agreement and at the price per share set forth in Section 1.2 above. Any purchaser purchasing Series A Shares at a Subsequent Closing (each a “Subsequent Purchaser”) shall execute a counterpart signature page to this Agreement and the Shareholders Agreement (as defined in Section 3.2(a)(iii) below), at which time such purchaser shall be deemed to be a party to this Agreement and the Shareholders Agreement as of the date of the Subsequent Closing as an “Investor” hereunder and thereunder, and the Series A Shares purchased by such Subsequent Purchaser shall be deemed to be “Purchased Shares” hereunder. The Company shall amend Exhibit A hereto to reflect the sales pursuant to the Subsequent Closings. For purposes of this Agreement, the terms “Closing” and “Closing Date,” unless otherwise indicated, refer to the applicable closing and closing date of the Initial Closing or the Subsequent Closing(s), as the case may be.
Subsequent Closings. The Closing of the purchase and sale of any Additional Leases ("Additional Lease Group"), as provided for in this Agreement, will occur on one or more dates after April 15, 2008 (each a "Subsequent Closing"). Unless Purchaser rejects any of the Additional Leases in an Additional Lease Group (as defined on Exhibit 2) because of (a) title defects, (b) because the Leases do not comply with the terms of this Agreement as provided in Section 3(a) and otherwise herein, or (c) because Purchaser has a reasonable good faith reason to believe that a Lease will not result in a well capable of producing commercial quantities of hydrocarbons from the Middle Xxxxxx Shale Formation, Purchaser shall deliver to Agent or its designee, within ten (10) business days of receipt of written (i) notice from Agent identifying the Additional Leases proposed to be acquired, including at a minimum the information concerning each such Additional Lease that is referenced on Exhibit 2 hereto, together with reasonable title information and notice of any material issues or defects in title as to any of the Additional Leases included in the Additional Lease Group which are known to the Agent and (ii) evidence that each Additional Lease to be acquired as part of a proposed Additional Lease Group complies with the provisions of this Agreement, funds at a Subsequent Closing sufficient to purchase the Additional Lease Group submitted by Purchaser for a Subsequent Closing, which when paid shall be deemed the Lease Group Purchase Price under this Agreement for any and all Additional Leases in the Additional Lease Group; provided, however, that in no event will a Subsequent Closing occur if the total Lease Group Purchase Price of Additional Leases in an Additional Lease Group to be acquired at any Subsequent Closing is less than Five Hundred Thousand and No/100ths Dollars ($500,000.00), unless otherwise agreed to in advance in writing with Purchaser, and in no event shall the funds paid by Purchaser for Additional Lease Groups exceed, in the aggregate, Three Million Dollars ($3,000,000.00).
Subsequent Closings. The Company may hold one or more closings subsequent to the Initial Closing Date (each date on which a subsequent closing is held, a “Subsequent Closing Date”) on or prior to the Final Closing Date. Upon or following the acceptance of a Common Unitholder’s Commitment on any Subsequent Closing Date, such Common Unitholder shall be required to purchase from the Company a number of Common Units with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Units by the Common Unitholder, such Common Unitholder’s Contributed Capital Percentage shall be equal to the Contributed Capital Percentage of each prior Common Unitholder (other than any Affiliate of GS Group, any Defaulting Unitholders or any Common Unitholders that subscribed on prior Subsequent Closing Dates and have not yet funded the Adjusted Purchase Price) (the “Adjusted Purchase Price”). Such Common Units may be required to be purchased on any date on or following the applicable Subsequent Closing Date and on or prior to the next Drawdown Date (any such date, a “Catch-Up Date”). Any Common Unitholder increasing its Commitment on any Subsequent Closing Date shall be treated as it were making a new Commitment to the Company. Upon payment of the Adjusted Purchase Price by an applicable Common Unitholder on a Catch-Up Date, the Company shall issue to such Common Unitholder a number of Common Units determined by dividing (x) the Adjusted Purchase Price for such Common Unitholder by (y) the then-current NAV per Unit. For the avoidance of doubt, in the event that a Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date (and the application of the provisions of this 3.3.2) shall be deemed to have occurred immediately prior to the relevant Drawdown Date.
Subsequent Closings. In the event that the Maximum Amount is not raised at the First Closing, the Company and the Lead Placement Agent may mutually agree to have one or more subsequent closings of the Offering (each, a “Subsequent Closing”) until the Maximum Amount is raised. At each Subsequent Closing, the Company agrees to issue and sell to each Investor who executes a signature page hereto, and each such Investor agrees, severally and not jointly, to purchase from the Company such number of Units set forth on such Investor’s signature pages attached hereto. There may be more than one Subsequent Closing; provided, however, that the final Subsequent Closing shall take place within the time periods set forth in the Memorandum. The date of any Subsequent Closing is hereinafter referred to as a “Subsequent Closing Date”).
Subsequent Closings. The Company may, in its sole discretion from time to time from the date hereof until December 31, 2025, deliver a Subsequent Closing Notice to the Purchasers, and the Purchasers may, in their sole discretion upon written notice to the Company within three (3) Business Days of receipt thereof, accept or reject such Subsequent Closing Notice (and if no such notice is delivered by the Purchasers within such time period, such Subsequent Closing Notice shall be deemed rejected and shall be null and void). Once a Subsequent Closing Notice has been accepted in accordance with the preceding sentence, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the number of Closing Shares as set forth for each Purchaser in such Subsequent Closing Notice, which for the avoidance of doubt, shall be on a pro rata basis consistent with the Purchasers’ Closing Shares at the Initial Closing, unless otherwise agreed to by the Parties. Each Purchaser acquiring Closing Shares at a Subsequent Closing shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subsequent Subscription Amount pursuant to Section 2.3(b)(ii)(1), and the Company shall deliver to each Purchaser its respective Closing Shares pursuant to Section 2.3(b)(i)(1), and the Company and each Purchaser shall deliver the other items set forth in Section 2.3(b) deliverable at such Subsequent Closing. Each Subsequent Closing shall occur remotely immediately following satisfaction of the covenants and conditions set forth in Section 2.4(b) (each such date, a “Subsequent Closing Date”). Notwithstanding the foregoing, upon written notice to the Company accompanying any Subsequent Closing Notice, any Purchaser may designate one or more of its Affiliates to purchase Closing Shares in a Subsequent Closing, in which case such Affiliate shall execute a joinder to this Agreement, in a form reasonably acceptable to the Company, and shall thereafter constitute a “Purchaser” hereunder for all purposes.
Subsequent Closings. After an initial closing of the Offering, from time to time upon receipt by the Escrow Agent of additional Subscription Payments and written acceptance of each Subscriber by the Company, the Escrow Agent shall disburse one-hundred percent (100%) of all then held Subscription Payments in immediately available funds in accordance with written instructions from both the Company and Dealer Manager.
Subsequent Closings. The obligation of each Lender hereunder to purchase Notes at a Subsequent Closing is subject to the satisfaction, at the applicable Subsequent Closing Date, of each of the following conditions:
Subsequent Closings. In the event the Investors do not purchase Notes representing the full Note Principal Amount at the Initial Closing, then, subject to the terms and conditions hereof, the Company may sell and issue at one (1) or more subsequent Closings (each, a “Subsequent Closing”), at such time(s) and place(s) as determined by the Company, in its sole discretion (a “Subsequent Closing Date”), up to the balance of the unissued Notes. The Company may conduct such Subsequent Closings until the earlier to occur of: (1) such time as Notes representing the full Note Principal Amount have become subscribed for, and purchased by, the Investors; or (2) October 31, 2019.
Subsequent Closings. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to the provisions of Section 11.2 hereof, and subject to the provisions of Article X, the Closing(s) of the purchase and sale of the Second Purchase Interests (the “Second Closing”), Third Purchase Interests (the “Third Closing”) and Fourth Purchase Interests (the “Fourth Closing”) (each a “Subsequent Closing” and collectively the “Subsequent Closings”) shall take place at the offices of Xxxx Xxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, on the second business day following the satisfaction or waiver, if applicable, of the conditions thereto set forth in Article X (or as soon as practicable thereafter following satisfaction or waiver of such conditions), or at such other place, time and date as the Buyer and the Sellers’ Representative may mutually agree. Buyer shall advise the Sellers’ Representative of the satisfaction or waiver, if applicable, of the conditions to the purchase and sale of the Interests set forth in Article X as soon as practicable following such satisfaction or waiver.
