Initial Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur on the Business Combination Date provided that the Registration Condition shall have been met in respect of the Commitment Shares.
Initial Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur no later than five (5) Business Days following the date that the Registration Condition shall have been met in respect of the Investor Shares issuable in respect of the Notes and Warrants to be issued in the Initial Tranche.
Initial Tranche. On the basis of, and subject to, the conditions to the Initial Closing stated in Section 9.1 below and the representations and covenants made by the Borrower herein, the Lead Lender agrees to make a loan in the total amount of the Initial Tranche to the Borrower, at the Initial Closing, and the Borrower undertakes to receive from the Lead Lender the Initial Tranche, at the Initial Closing.
Initial Tranche. (i) Subject to the terms and conditions of this Agreement, each Purchaser (a “Noteholder Purchaser”) that is a holder of one or more outstanding convertible promissory notes previously issued by the Company as reflected opposite such Purchaser’s name under the heading “Convertible Notes Amount Owed” on Exhibit A (in the case of such Noteholder Purchaser, the “Applicable Convertible Note(s)”) hereby agrees that, at the Initial Tranche Closing, the full amount owed by the Company to such Noteholder Purchaser through and including the date of the Initial Tranche Closing under such Noteholder Purchaser’s Applicable Convertible Note(s), which full amount owed is set forth opposite such Noteholder Purchaser’s name under the heading “Convertible Notes Amount Owed” on Exhibit A, shall convert into that number of shares of the Company’s Series D Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), set forth opposite such Noteholder Purchaser’s name under the heading “Note Conversion Shares” on Exhibit A (in the case of each Noteholder Purchaser, the “Note Conversion Shares” and, collectively with the Note Conversion Shares of all other Noteholder Purchasers, the “Total Note Conversion Shares”), at a conversion price per share equal to $0.4414 (the “Note Conversion Price”). Subject to the terms and conditions of this Agreement, the Company hereby agrees that, at the Initial Tranche Closing, the Company shall sell and issue to each Noteholder Purchaser the Note Conversion Shares to which such Noteholder Purchaser is entitled pursuant to the foregoing provisions of this Section 1.1(b)(i) upon conversion of the full amount owed by the Company to such Noteholder Purchaser through and including the date of the Initial Tranche Closing under such Noteholder Purchaser’s Applicable Convertible Notes. The number of Total Note Conversion Shares to be issued to the Noteholder Purchasers at the Initial Tranche Closing shall be 10,344,201. Notwithstanding anything to the contrary express or implied in the Applicable Convertible Note(s) of each Noteholder Purchaser, each Noteholder Purchaser hereby agrees that interest shall accrue under the Applicable Convertible Note(s) of such Noteholder Purchaser only through and including April 30, 2014. Upon the sale and issuance of the Note Conversion Shares by the Company to each Noteholder Purchaser at the Initial Tranche Closing pursuant to, and in accordance with, the terms and conditions of this Agreement (includin...
Initial Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur, promptly following the date on which the Company shall have refiled, with the SEC, the registration statement on Form S-1 registering the Investor Shares issuable, pursuant to the Notes and Warrants. to be issued pursuant to the Initial Tranche and the Second Tranche, that includes the Company’s audited financial statements; provided that the proceeds from the Note or Warrants issued in the Initial Tranche shall be released in accordance with Section 2.2(e)(i) and 2.2(f), respectively.
Initial Tranche. The Initial Tranche shall be for $8,000,000 and may be drawn on or after the 15th calendar day following the consummation of the Equity Funding Obligation.
Initial Tranche. This Option shall be vested and exercisable with respect to 25% of the Option Shares (the “Initial Tranche”) upon the Grant Date; provided that in the event the Participant terminates his or her employment for a reason other than for Good Reason within the first 12 months following the Grant Date (an “Early Termination”), the Initial Tranche shall be forfeited and the Participant shall have no further rights thereto. In the event that the Participant receives Option Shares on account of the exercise of any Initial Tranche Option prior to an Early Termination, then upon an Early Termination the Company shall have the right to repurchase such Option Shares from the Participant for a purchase price equal to the lesser of (i) the Fair Market Value of the Option Shares on the date of repurchase, or (ii) the per Share Exercise Price of the Option Shares.
Initial Tranche. Upon the terms and subject to the conditions set forth in this Agreement, on the Initial Funding Date, (1) the Subscriber shall deliver to the Company (i) Two Hundred Ten Thousand United States Dollars (US$210,000) and (ii) a promissory note in the principal amount of Two Hundred Twenty Five Thousand United States Dollars ($225,000) in favor of the Company, in the form of Exhibit A attached hereto (the “Note”) (together, items (i) and (ii), the “Initial Consideration”); and (2) upon receipt by the Company of the Initial Consideration, the Company shall deliver to the Subscriber (i) the Initial Common Stock and (ii) the Preferred Stock.
Initial Tranche. The consummation of the sale and purchase of the Initial Tranche Shares (the “Initial Closing”, and the date of the Closing, the “Initial Closing Date”) shall take place on a date to be agreed by the parties, but no later than April 11, 2024 and be held remotely via electronic exchange of documents, or at such other location and date as may be agreed upon in writing by the Company and the Purchasers. The Initial Closing shall take place on the terms and subject to the satisfaction or, to the extent permissible, waiver by the party entitled to the benefit of the conditions set forth in Section 1.5 (other than conditions that by their nature are to be satisfied at that Initial Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions).
Initial Tranche. Subject to the terms and conditions set forth herein, the Closing of the Initial Tranche shall occur on the date of the final consummation of the Business Combination.
