First Tranche Closing. On the First Tranche 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 $4,400,000 of Principal Amount of Notes and Warrants. 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 to the First Tranche Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Notes 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 First Tranche 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 Tranche Closing. At the First Tranche Closing, the Buyer shall deliver the First Tranche Purchase Price to the Company via wire transfer or “Automated Clearing House” payment (“ACH”) to an account as designated by the Company. At the First Tranche Closing, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Buyer, within two (2) Business Days after the First Tranche Closing, a direct registration book entry statement (a “DRS Statement”) reflecting the First Tranche Purchase Shares purchased by the Buyer at the First Tranche Closing, which DRS Statement (and any subsequent DRS Statement or stock certificate evidencing First Tranche Purchase Shares that may be issued subsequent to the First Tranche Closing) shall, except as otherwise provided in Section 5.02 hereof, include the restrictive legend set forth in Section 4.04(j) noting that the First Tranche Purchase Shares are subject to restrictions on transfer thereof under the Securities Act, and a stop transfer order shall be maintained against the transfer of such First Tranche Purchase Shares.
First Tranche Closing. This Agreement shall become effective and binding upon the execution and delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the Parties hereto in accordance with Section 6.13 hereof on or prior to the First Tranche Closing Date. The payment of the First Tranche Purchase Price for, against delivery of, the First Tranche Purchase Shares as contemplated by Sections 2.01(a) and 2.03(a) hereof, together with the delivery and exchange of all other documents, instruments and writings required to be delivered by the Parties in connection therewith as provided in Section 2.05 hereof (the “First Tranche Closing”), shall take place on the first (1st) Business Day (which may be the date hereof) on which each of the conditions precedent to the First Tranche Closing set forth in Section 2.05 below are satisfied (or where legally permissible, waived) (the date on which the First Tranche Closing occurs, the “First Tranche Closing Date”).
First Tranche Closing. In accordance with the terms and subject to the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.05 of this Agreement, at the First Tranche Closing (as defined herein), the Company shall sell, issue, convey and irrevocably deliver to the Buyer, and the Buyer shall purchase accept and acquire from the Company [●] shares of Common Stock, subject to adjustment as provided in this Agreement (the “First Tranche Purchase Shares”), free and clear of all Liens, fully paid and non-assessable.
First Tranche Closing. Subject to the terms and conditions of this Agreement (including Sections 4 and 5), the purchase and sale of the First Closing Securities shall take place remotely via the exchange of documents and signatures (the “First Closing”) on the date hereof (the “First Closing Date”). At the First Closing, the Company will deliver to the Purchaser (i) a statement of book entry position in the Purchaser’s name representing the First Closing Shares (or other evidence of share ownership) and (ii) the First Closing Warrant, against payment by the Purchaser of the First Closing Aggregate Purchase Price by wire transfer in accordance with the Company’s instructions.
First Tranche Closing. The initial closing of the purchase and sale of the 2015 Notes to the Lenders hereunder (the “First Tranche Closing”) shall take place at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX, at 10:00 A.M. (California time) on the date hereof, or at such other time and place as the Company and Requisite Lenders mutually agree upon orally or in writing. At the First Tranche Closing, the Company shall deliver to each Lender participating in such First Tranche Closing a 2015 Note, in the form attached hereto as Exhibit A representing the Note Principal Amount in the corresponding amount as specified on Schedule A, and such Lender shall cause to be delivered to the Company, through a wire transfer or check payable, or any combination thereof, to the Company’s order, the applicable Note Principal Amount.
First Tranche Closing. Subject to the satisfaction of all of the conditions set forth in Sections 5 and 6 hereof, the closing of the First Tranche (“First Tranche Closing”) shall be held at the offices of Xxxxxxxxxx Xxxxxxx PC, 00 Xxxxxxxxxx Xxxxxx, Roseland, New Jersey 07068, at 12:00 p.m. Eastern Daylight Time on December 19, 2011, or at such later time or such other place as the parties hereto shall mutually agree. The date on which the First Tranche Closing is actually held is referred to herein as the “First Tranche Closing Date.”
First Tranche Closing. (1) The First Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Purchaser may agree, at the First Tranche Closing Time.
(2) At the First Tranche Closing, the Purchaser shall deliver, or cause to be delivered, to the Company:
(a) Proceeds - the First Tranche Subscription Proceeds in accordance with Section 2.1(2);
(b) Certificate of Status - a certificate of status or equivalent for the Purchaser dated no earlier than one Business Day prior to the First Tranche Closing Date;
(c) Bring Down Certificate - a certificate from a duly authorized officer of the Purchaser certifying that the conditions set forth in Section 5.2(1)(a), Section 5.2(1)(b) and Section 5.2(1)(d) and have been satisfied; and
(d) Transaction Agreements - the other Transaction Agreements executed by the Purchaser and/or its applicable Affiliates, as applicable.
(3) At the First Tranche Closing, the Company shall deliver, or cause to be delivered, to the Purchaser:
(a) Certificate of Status - a certificate of status or equivalent for the Company and each of the Company's Subsidiaries dated no earlier than one Business Day prior to the First Tranche Closing Date;
(b) Bring Down Certificate - a certificate from a duly authorized officer of the Company certifying that the conditions set forth in Section 5.2(1)(a) and Section 5.2(1)(b) have been satisfied;
(c) Transaction Agreements - the other Transaction Agreements executed by the Company and/or its applicable Affiliates, as applicable;
(d) Shareholder Approval - evidence satisfactory to the Purchaser, acting reasonably, that the Company Shareholders have approved the Transaction Resolutions for the purposes of all applicable Laws;
(e) DRS Statements - the DRS statements representing the Subscription Shares registered in accordance with Section 2.1(4) against payment by the Purchaser of the First Tranche Subscription Proceeds payable pursuant to Section 2.1(2);
(f) Transfer Agent Certificate - a certificate from TSX Trust Company, the Company's transfer agent, confirming the issued and outstanding Shares as at the close of business on the Business Day immediately prior to the First Tranche Closing Date;
First Tranche Closing. The completion of the purchase and sale of the First Tranche Shares (the “First Tranche Closing”) shall occur at the offices of Morgan, Lxxxx & Xxxxxxx XXX, Xxxxxxxxxxxx, PA 19103, on the second business day following the satisfaction or waiver of the conditions to the First Tranche Closing set forth in Section 4(a) and Section 4(b), or on such later date or at such different location as the parties hereto shall agree in writing (the “First Tranche Closing Date”).
First Tranche Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company 12 Units at the first tranche closing (the “First Tranche Closing”). The First Tranche Closing shall occur at 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Buyer) at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The date on which the First Tranche Closing is actually held is referred to herein as the “First Tranche Closing Date”).
