Initial Tranche Closing Clause Samples

Initial Tranche Closing. The date and time of the Initial Tranche Closing (the “Initial Tranche Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Initial Tranche Closing set forth in Sections 6(a) and 7(a) below are satisfied or waived (or such other date and/or time as is mutually agreed to by the Company and the Buyer). As used herein “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which the Federal Reserve Bank of New York is closed and/or the Primary Market is not open for at least five (5) hours of trading.

Initial Tranche Closing. On or before 9:30 a.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of Note), the “Initial Tranche 8-K Filing”). From and after the filing of the Initial Tranche 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to the Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Initial Tranche 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer or any of its affiliates, on the other hand, shall terminate.

Initial Tranche Closing. Assuming that the Initial Tranche Purchase Amount for the Initial Tranche and this Subscription Agreement, accepted by the Company, are received into the Company's designated escrow account for this Offering established pursuant to the Escrow Agreement and Instructions (the "Escrow Agreement") by and among the Company, First Union National Bank of Georgia (the "Escrow Agent") and the Subscriber (the "Escrow Account"), the closing of a sale and purchase of Common Stock as to each Subscriber (the "Closing") shall be deemed to occur (the "Initial Tranche Closing Date") when this Agreement, the Registration Rights Agreement and the Escrow Agreement have been executed, by both Subscriber and the Company and full payment shall have been made by Subscriber, by wire transfer to the Escrow Account as set forth in Section 8 for payment in consideration for the Company's delivery of certificates representing the Common Stock and Warrants purchased by Subscriber, and the other documents and instruments required to be delivered in connection with the Closing.

Initial Tranche Closing. (i) The closing of (1) the conversion of the Applicable Convertible Note(s) of each Noteholder Purchaser and the issuance and sale the Total Note Conversion Shares in connection with such conversion, all pursuant to Section 1.1(b)(i) hereof and (2) the sale and purchase of the shares of Series D Preferred Stock pursuant to Section 1.1(b)(ii) hereof shall take place remotely via the exchange of documents and signatures either (i) at 11:00 am Eastern Standard Time on the fifth (5th) business day after the date of this Agreement or (ii) at such other time and/or date (whether prior or after such fifth (5th) business date) as the Company and the Purchasers mutually agree upon, orally or in writing, which may be on the date hereof (the “Initial Tranche Closing”). (ii) At the Initial Tranche Closing: (1) the Company shall deliver to each Noteholder Purchaser a certificate representing the Note Conversion Shares of such Noteholder Purchaser, against delivery by such Noteholder Purchaser of the original Applicable Convertible Note(s) of such Noteholder Purchaser or, in the event that such original Applicable Convertible Note(s) have been lost, stolen or destroyed an affidavit of loss, in form and substance satisfactory to the Company, duly executed by such Noteholder Purchaser pursuant to which such Noteholder Purchaser certifies that such original Applicable Convertible Note(s) have been lost, stolen or destroyed and agreeing to customary indemnification of the Company in the event of any claims pertaining to such original Applicable Convertible Note(s); and (2) the Company shall deliver to each Purchaser a certificate representing the shares of Series D Preferred Stock being purchased by such Purchaser pursuant to Section 1.1(b)(ii) hereof, against payment by such Purchaser of the purchase price for such shares of Series D Preferred Stock by check payable to the Company, by wire transfer to a bank account designated by the Company or by any combination of such methods.

Initial Tranche Closing. (a) Upon Closing, the Company shall deliver to the Shareholder the following: (i) this Agreement; (ii) that certain Letter Agreement, dated of even date herewith, by and between the Company and the Shareholder (the “Letter Agreement”); and (iii) the payment of the Initial Tranche Redemption Price shall be wired to the offices of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ c/o Y▇▇▇▇ ▇▇▇▇▇ in immediately available funds. (iv) Wire Instructions: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Trust Account Acct # Routing Nevada State Bank 2▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SWIFT code for International wires: (b) Upon Closing, Shareholder shall deliver to the Company the following: (i) this Agreement; (ii) the Letter Agreement; (iii) an irrevocable transfer agent instruction letter authorizing the cancellation of the Initial Tranche Shares, that completely effectuates the redemption and cancellation of the Initial Tranche Shares; and (iv) such other documentation as requested by the Company and its transfer agent to cancel the Initial Tranche Shares. (c) Upon Closing, Shareholder and the Company shall deliver to Lucosky B▇▇▇▇▇▇▇ LLP, as escrow agent (in such capacity, the “Escrow Agent”) the following: (i) That certain Escrow Agreement, dated of even date hereof, by and among the Company, the Shareholder and the Escrow Agent, pursuant to which the Escrow Agent is instructed to hold the Cancellation Form (as hereafter defined) authorizing the cancellation of certain Subsequent Tranche Shares in escrow (the “Escrow Agreement”); and (ii) A cancellation form, undated, authorizing the cancellation of an amount of Subsequent Tranche Shares to be hereafter determined upon payment by the Company to the Shareholder, subject to the terms and conditions of the Escrow Agreement (the “Cancellation Form”).