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, up to an aggregate of $150,000 of Shares and Warrants which closing shall occur on, or as soon as reasonably practicable following, and in any event within 5 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”); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, such Purchaser may elect to reduce the number of Shares purchased so as to not beneficially own in excess of the Beneficial Ownership Limitation. 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 Shares and a Warrant, 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. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, up to an aggregate of $364,000 in Principal Amount of the Debentures (corresponding to an aggregate Third Closing Subscription Amount of up to $325,000). At the Third Closing, each Purchaser shall deliver to the Control Account Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture and a Warrant, 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. Subject to the terms and conditions herein, on or about September 30, 2014, the Company shall deliver written notice to each Purchaser of the Third Closing (“Third Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 for the Third Closing, the Third Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree within three (3) Trading Days from the date of the Third Closing Notice. Notwithstanding the foregoing, at the sole option of the Purchasers, the Third Closing may occur at any time after the Second Closing Date and within 15 Trading Day notice by the Purchasers to the Company of their intent to conduct the Third Closing, irrespective of the Company meeting the requirements of the Third Closing Corporate Milestone, provided that in no event shall the Third Closing occur (i) later than October 30, 2014 or (iii) on or after the date, if any, on which all of the then outstanding Debentures are prepaid in full in accordance with the Debentures or otherwise with the written consent of the Required Holders (as defined in the Debenture), in each case without the prior written consent of the Company.
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. (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 Second Lien Third Closing Shares and the Note Purchaser Third Closing Shares (both 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 Second Lien Shareholders) at 10:00 a.m., Eastern Standard Time on Third Closing Date. The Company will provide notice of the Third Closing to the New Shareholders at least five Business Days prior to the Third Closing Date. (b) At the Third Closing, the Company shall issue and deliver to the Second Lien Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 52.50% 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 52.50% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Second Lien Third Closing Shares”). The Second Lien Third Closing Shares shall be allocated ratably, including fractional shares, to each Second Lien Shareholder according to aggregate principal amount of each such Second Lien Shareholder’s outstanding Loans as of the Third Closing Date. With respect to Series B Ordinary Shares issued at the Third Closing, the Second Lien Shareholders shall receive Series B1 Ordinary Shares unless they elect to receive Series B2 Ordinary Shares and with respect to Series B Preference Shares issued at the Third Closing, the Second Lien Shareholders shall receive Series B1 Preference Shares unless they elect to receive Series B2 Preference Shares. Such elections shall be made by notice to the Company at least two Business Days prior to the Third Closing Date. (c) At the Third Closing, the Company shall issue and deliver to the Note Purchaser Shareholders, certificates representing a number of Series B Ordinary Shares, credited as fully paid, equal to 5.83% 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 5.83% of the First Closing Date Post Issuance Preference Shares rounded to two decimal places (the “Note Purchaser Third Closing Shares”). The Note Purchaser Third Closing Shares shall be allocated ratably, including frac...
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. If the Second Closing is consummated, then the Third Closing shall occur at 10:00 am (New York City time) on the third (3rd) Business Day following the date on which all of the conditions set forth in Section 2.3 shall have been satisfied or, if applicable, waived by the party entitled to the benefit thereof, or at such other time and location as the parties shall mutually agree in writing; provided, that if the Requisite Stockholder Approval is not successfully obtained at the Stockholders’ Meeting (for clarity, the first such meeting to occur), then the parties’ rights with regard to the Third Closing and the possible issuance of the Third Closing Shares by the Company to the Purchasers at the Third Closing shall terminate and be of no further force or effect. At the Third Closing, 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 Third Closing Shares in exchange for payment by the Purchasers, severally and not jointly, of an aggregate amount equal to the Third Closing Purchase Price. Each Purchaser’s applicable Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company or its designee. At the Third Closing, the Company shall deliver to each Purchaser its respective pro rata share of the Third Closing Shares (based on such Purchaser’s applicable Subscription Amount relative to the aggregate Third Closing Purchase Price) (such Purchaser’s “Applicable Third Closing Shares”), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Settlement of the Third Closing Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Third Closing Date, the Company shall issue the Applicable Third Closing Shares registered in each Purchaser’s name and address and released by the Transfer Agent directly to the account(s) identified by each Purchaser, and payment therefor shall be made by each Purchaser (by wire transfer to the Company)). All Third Closing Shares shall be delivered to the Purchasers hereunder free and clear of all Liens, other than restrictions on transferability arising under applicable federal securities laws.
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) Xxxxx Xxxxxx,
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 March 1, 2006 through March 15, 2006, Subscriber may elect by written notice to the Company its option to purchase the Third Closing Notes. The closing date in relation to the Third Closing Purchase Price shall be on or about March 15, 2006 (the “Third Closing Date”). Subject to the satisfaction or waiver of the terms and conditions of this Agreement on the Third Closing Date, each Subscriber shall purchase and the Company shall sell to each Subscriber a Note in the principal amount designated on the signature page hereto (“Third Closing Notes”). The aggregate Purchase Price of the Third Closing Notes for all Subscribers shall be equal to the Third Closing Purchase Price. The Third Closing Note shall be identical to the Note issuable on the Initial Closing Date and have the same maturity date as the Notes issued on the Initial Closing Date. The Conversion Price shall be equitably adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company’s shareholders after the Initial Closing Date.
