Common use of Deliveries at Tranche Closing Clause in Contracts

Deliveries at Tranche Closing. The Closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) Investor shall have received that portion of the Commitment Fee, if any, that is payable as set forth in the definition of Commitment Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (vii) all Warrant Shares shall have been timely delivered to Investor in accordance with any Exercise Notice properly delivered to Company under the terms of the Warrant prior to the applicable Tranche Closing Date; (viii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and (ix) payment of a $5,000.00 non-refundable administrative fee to Investor’s counsel, by offset against the Tranche Amount, or wire transfer of immediately available funds.

Deliveries at Tranche Closing. The Closing of any Tranche and the parties’ obligations hereunder in respect thereof shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date:Date (provided that the Company shall be entitled only to the benefit of conditions (ii) and (vii) (and with respect to (vii) only as to Investor’s documents, instruments and writings) and Investor shall only be entitled to the other conditions and to condition (vii) as to the Company’s documents, instruments and writings): (i) the Company shall have caused a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company in writing prior to the applicable Tranche Closing Date and Investor shall have confirmed in writing that the representations and warranties of the Investor set forth in this Agreement are true and correct in all material respects as if made on the applicable Tranche Closing Date, except for representations and warranties that are expressly made as of a particular date in which case, such representations and warranties are true and correct in all material respects as of such particular date, and the Investor has performed, satisfied and complied in all material respects with all covenants and agreements required by this Agreement to be performed, satisfied or complied with by the Investor at or prior to such applicable Tranche Closing Date; (iii) Investor shall have received that portion of the Commitment Fee, if any, that is payable as set forth in the definition of Commitment Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Tranche Opinion and the Officer’s Closing Certificate; (viv) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor[Intentionally Omitted]; (viv) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (viivi) all Warrant Shares shall have been timely delivered pursuant to Investor in accordance with any Exercise Notice or Exchange Notice (as the case may be) properly delivered to Company under the terms of the Warrant prior to the applicable Tranche Closing Date, to the extent not previously delivered to Investor; (viiivii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ixviii) payment of a $5,000.00 non-refundable administrative fee to Investor’s counsel, by offset against the Tranche Amount, or wire transfer of immediately available fundsfunds to an account specified by such counsel on or prior to the applicable Tranche Closing Date; and (ix) a “bring-down” certificate from the Secretary of State (or comparable office) of the applicable jurisdiction relating to the good standing of the Company in its jurisdiction of formation.

Deliveries at Tranche Closing. The Closing closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) Investor shall have received that portion of the Commitment Fee, if any, that is payable as set forth in the definition of Commitment Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate, in each case, dated and delivered as of the Tranche Notice Date and the Tranche Closing Date; provided, however, that the Opinion delivered on the Tranche Closing Date shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (viivi) all Warrant Shares and Additional Investment Shares shall have been timely delivered to Investor in accordance with any Exercise Notice exercise notice properly delivered to Company under the terms of the Warrant prior to on or before the applicable Tranche Closing Date; (viiivii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ixviii) (a) the Company shall have paid all fees and expenses of Xxxxxxxxx Xxxxxxx as required by clause (i) of Section 6.1, by wire transfer of immediately available funds to an account designated by Xxxxxxxxx Traurig; (b) with respect any Tranche Closing after the first Tranche Closing, the payment of a $5,000.00 non-refundable administrative fee to Investor’s counselXxxxxxxxx Xxxxxxx, in each case, by offset against the Tranche Amount, or by wire transfer of immediately available funds; (ix) on each Tranche Closing Date (other than the first Tranche Closing Date), a “bring-down” certificate relating to the good standing of the Company; and (x) an opinion from Company’s independent legal counsel, which shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request.

Deliveries at Tranche Closing. The Closing closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) the Investor shall have received that portion of the Commitment Investor Fee, if any, that is payable as set forth in the definition of Commitment Investor Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate, in each case, dated and delivered as of the Tranche Notice Date and the Tranche Closing Date; provided, however, that the Opinion delivered on the Tranche Closing Date shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificatecertificate in substantially the form attached as Exhibit I, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (viivi) all Warrant Shares and Additional Investment Shares shall have been timely delivered to Investor in accordance with any Exercise Notice exercise notice properly delivered to Company under the terms of the Warrant prior to on or before the applicable Tranche Closing Date; (viiivii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ixviii) payment of a $5,000.00 non-refundable administrative fee to Investor’s counselSNR Dxxxxx, by offset against the Tranche Amount, or by wire transfer of immediately available funds, in the amount set forth in Section 6.1 hereof; (ix) on each Tranche Closing Date (other than the first Tranche Closing Date), a “bring-down” certificate relating to the good standing of the Company; and (x) an opinion from Company’s independent legal counsel, which shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request.

Deliveries at Tranche Closing. The Closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) Investor shall have received that portion of the Commitment Fee, if any, that is payable as set forth in the definition of Commitment Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (vii) all Warrant Shares and Additional Investment Shares shall have been timely delivered to Investor in accordance with any Exercise Notice exercise notice properly delivered to Company under the terms of the Warrant prior to the applicable Tranche Closing Date; (viii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ix) payment of a $5,000.00 non-refundable administrative fee to Investor’s counselXxxxx Xxxxx, by offset against the Tranche Amount, or wire transfer of immediately available funds; and (x) on each Tranche Closing Date (other than the first Tranche Closing Date), a “bring-down” certificate relating to the good standing of the Company.

Deliveries at Tranche Closing. The Closing closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) Investor shall have received that portion of the Commitment Fee, if any, that is payable as set forth in the definition of Commitment Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate, in each case, dated and delivered as of the Tranche Notice Date and the Tranche Closing Date; provided, however, that the Opinion delivered on the Tranche Closing Date shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (viivi) all Warrant Shares and Additional Investment Shares shall have been timely delivered to Investor in accordance with any Exercise Notice exercise notice properly delivered to Company under the terms of the Warrant prior to on or before the applicable Tranche Closing Date; (viiivii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ixviii) payment of a $5,000.00 10,000.00 non-refundable administrative fee to Investor’s counselXxxxxxxxx Xxxxxxx, by offset against the Tranche Amount, or by wire transfer of immediately available funds; (ix) on each Tranche Closing Date (other than the first Tranche Closing Date), a “bring-down” certificate relating to the good standing of the Company; and (x) an opinion from Company’s independent legal counsel, which shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request.

Deliveries at Tranche Closing. The Closing closing of any Tranche and the parties’ obligations hereunder shall additionally be conditioned upon the delivery of each of the following (the “Required Tranche Deliveries”), except as otherwise indicated, on or before the applicable Tranche Closing Date: (i) a number of Preferred Shares equal to the Tranche Purchase Price divided by the Tranche Share Price shall have been delivered to Investor or an account specified by Investor for the Tranche Shares; (ii) the Tranche Purchase Price shall have been paid by the Investor to the Company by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date; (iii) Investor the Placement Agent shall have received that portion of the Commitment Placement Agent Fee, if any, that is payable as set forth in the definition of Commitment Placement Agent Fee set forth in Article I hereof; (iv) the following executed documents shall have been delivered to Investor: the Opinion and the Officer’s Closing Certificate, in each case, dated and delivered as of the Tranche Notice Date and the Tranche Closing Date; provided, however, that the Opinion delivered on the Tranche Closing Date shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request; (v) with respect to the first Tranche Closing only, the Lock-Up Agreements shall have been delivered to Investor; (vi) a “Use of Proceeds” certificate, signed by an officer of the Company, and setting forth how the Tranche Purchase Price will be applied by the Company, shall have been delivered to Investor; (viivi) all Warrant Shares and Additional Investment Shares shall have been timely delivered to Investor in accordance with any Exercise Notice exercise notice properly delivered to Company under the terms of the Warrant prior to on or before the applicable Tranche Closing Date; (viiivii) all documents, instruments and other writings required to be delivered by the parties on or before the Tranche Closing Date pursuant to any provision of this Agreement in order to implement and effect the transactions contemplated herein; and; (ixviii) payment of a $5,000.00 non-refundable administrative fee to Investor’s counselSNR Xxxxxx, by offset against the Tranche Amount, or by wire transfer of immediately available funds, in the amount set forth in Section 6.1 hereof; (ix) on each Tranche Closing Date (other than the first Tranche Closing Date), a “bring-down” certificate relating to the good standing of the Company; and (x) an opinion from Company’s independent legal counsel, which shall only be required to cover such matters from the Opinion as are applicable to such Tranche Closing as the Investor may reasonably request.