First Closing Sample Clauses

First Closing. The First Closing shall have occurred.

First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Units set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the “First Closing”). The date of the First Closing is hereinafter referred to as the “First Closing Date.”

First Closing. The obligation of an Investor to purchase Series A Preferred Shares at the First Closing is subject to the fulfillment to the satisfaction of such Investor at or prior to the First Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in Article VII shall be true, correct and complete on and as of the First Closing Date as though then made. (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the First Closing Date shall have been performed or complied with. (c) On or prior to the First Closing Date, any authorizations, consents, approvals or permits of any Governmental Authority that are required by law in connection with the lawful sale and issuance of the Series A Preferred Shares, and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents, shall have been duly obtained by the Company and shall be effective on and as of the First Closing Date, except for any notice filings pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws not required to be made on or prior to the First Closing Date. (d) On or prior to the First Closing Date, the Company shall have delivered to special counsel to the Investors copies of all consents and approvals of third parties required under all Contracts to which the Company is a party or by which the Company or any of its assets or properties is affected in connection with the execution, delivery or performance by the Company of this Agreement, the Transaction Documents or any of the other agreements or documents contemplated hereby (including waivers of all preemptive rights and rights of first refusal). (e) [Intentionally omitted.] (f) Effective as of the First Closing, the number of directors constituting the entire Board of Directors of the Company shall have been fixed at no more than seven (7), and shall consist of Xxxxx Xxxx, Xxxxxx Xxxx, Xxxx Xxxxx, Xxxx Xxxx, Xxxxxxx XxXxxxxx, Xxxxxx Xxxxxxx and Xxxxxxxx Xxxxxxxx. (g) Such Investor shall have received the satisfactory review, by patent counsel selected by the Investors, of the Intellectual Property Rights underlying the XT250. (h) Each other Investor shall have fulfilled its obligations to deliver its respective portion of the First Purchase Price required to be delivered by it at the First Closing and to otherwise close its invest...

First Closing. On the first Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement, whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the first Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the first Closing; provided, however, that, to the extent that 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, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. Each Purchaser will furnish the Company with details of an account with a TASE member or other eligible custodian in which its Shares will be deposited under this Agreement. The Company shall deliver to each Purchaser a copy of the share certificate registered in the name of registration co of Mizrahi Tefahot Bank Ltd. (the “Nominee Company”) evidencing a number of Shares equal to such Purchaser’s Subscription Amount for the first Closing divided by the Per Share Purchase Price (the “Share Certificate”), a copy of the approval by the TASE of registration of the Shares for trading, and a copy of the Company’s immediate report with respect to the issuance of the Shares. The Company undertakes to deliver to the Nominee Company promptly after receipt of the Investment Amount, the Share Certificate and other documentation ...

First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at 10:00am (New York City time) on April 27, 2017 at the offices of Company Counsel, or at such other time and location as the parties shall mutually agree in writing. At the First 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 First Closing Shares in exchange for payment by the Purchasers, severally and not jointly, of an aggregate amount equal to the First 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 First Closing, the Company shall deliver to each Purchaser its respective pro rata share of the First Closing Shares (based on such Purchaser’s applicable Subscription Amount relative to the aggregate First Closing Purchase Price) (such Purchaser’s “Applicable First Closing Shares”), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the First Closing. Settlement of the First Closing Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the First Closing Date, the Company shall issue the Applicable First 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 First 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.

First Closing. The First Closing of the purchase and sale of the First Note in an aggregate principal amount of Two Hundred Seventy-Five Thousand and No/100 United States Dollars (US$275,000.00) for an aggregate purchase price of Two Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00), shall take place on the Execution Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of the First Closing Date, Buyer shall purchase a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyer attached hereto for a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyer hereto. Additional Closings of the purchase and sale of the Note shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates” and each a “Closing Date”). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from Buyer and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyer.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $387,500 of shares of Preferred Stock and Warrants. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount for the First Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser 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 Closing (the “First Closing”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

First Closing. Prior to the initial Advance of funds hereunder (the making of which is herein termed "first closing"), the Trust shall have performed all of its agreements required to be performed hereunder, and the Bank shall have received from Trust's counsel in connection with this transaction, addressed to the Bank, a favorable opinion in form, scope and substance satisfactory to Bank and its counsel, delivered prior to the first Advance on the Notes: (a) to the effect that the Trust is a duly organized and existing real estate investment trust in good standing under the laws of the State of Texas and has the power and authority to own its property and to carry on its business as set forth in paragraph 2.3 hereof; (b) to the effect that this Agreement has been duly authorized, executed and delivered by the Trust and constitutes a legal valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) to the effect that each Note delivered by the Trust to the Bank has been duly authorized, executed and delivered by the Trust and constitutes the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (d) to the effect that the Note is secured by valid, binding and enforceable pledge of the Collateral in favor of the Bank, subject to no rights, equities or encumbrances outstanding in favor of any party other than Bank which are or could become prior to or on parity with Bank's lien on the Collateral that has been pledged as security therefor pursuant to Section 5 hereof; (e) to the effect that no action of, or filing with, any governmental or public body or authority is required to authorize, or is otherwise required in connection with, the execution, delivery and performance by the Trust of this Agreement or any Note; (f) to the effect that it is not necessary in connection with the delivery of any Note under the circumstances contemplated by this Agreement to register such Note under the Securities Act of 1933, as amended and then in effect, or to qualify an indenture in respect thereof under the Trust Indenture Act of 1939, as amended and then in effect, and that if Bank should in the future deem it expedient to sell the Note (or any Note delivered in exchange therefor as in such Note or in this Agreement permitted), which the Bank does not now contemplate or foresee, such sale would not of itself require registration of such Note under said Securities Act of 1933 or qualif...

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $2,133,333.33 in principal amount of the Debentures. Each Purchaser shall deliver to the Company via wire transfer or a certified check of 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 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 Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

First Closing. The closing of the Merger (the “First Closing”) shall take place as soon as practicable, but no later than two Business Days after the later of (i) the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in ARTICLE 6 applicable to the First Closing and (ii) (A) receipt of FINRA’s approval of the application by B. Xxxxx & Co., LLC under FINRA Rule 1017 with respect to the transactions contemplated hereby (the “FINRA Approval”) or (B) if the FINRA Approval is not received before the date that is thirty-one (31) calendar days after the date of submission by B. Xxxxx & Co., LLC of such application, such thirty-first (31st) calendar day (or, if such date is not a Business Day, then the next succeeding Business Day) (such date, the “First Closing Date”). The First Closing shall be held at the offices of Mxxxxxxx & Fxxxxxxx LLP, 10000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, unless the parties hereto otherwise agree in writing. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Parent and Seller and specified in the Certificate of Merger) being the “Effective Time”) as soon as practicable on the First Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Second Merger to be consummated by filing a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and the DLCA in substantially the form attached hereto as Exhibit B (the “Second Certificate of Merger”) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by Parent and Seller and specified in the Second Certificate of Merger) being the “Second Merger Effective Time”) as soon as practicable after the Effective Time of the Merger.