Initial Tranche Closing Sample Clauses

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.
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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.
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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.
Sample 1
Initial Tranche Closing. On the Initial Tranche Closing Date, (i) the Buyer shall pay the Initial Tranche Purchase Price for the Initial Tranche Closing (less the amounts withheld pursuant to Section 4(g)) to the Company for the Initial Tranche Note to be issued and sold to the Buyer at the Initial Tranche Closing, by wire transfer of immediately available funds in accordance with the applicable Initial Tranche Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to the Buyer a Note in the original principal amount of $4,500,000, duly executed on behalf of the Company and registered in the name of the Buyer or its designee.
Sample 1
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.
Sample 1

Related to Initial Tranche Closing

  • Additional Closings (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

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