Common use of Mechanics of Tranche Closing Clause in Contracts

Mechanics of Tranche Closing. Each of the Company and Investor shall deliver all Required Tranche Deliveries required to be delivered by either of them pursuant to Sections 2.3(d) and 2.3(e) of this Agreement, as applicable on or prior to each Tranche Closing Date. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City time, on the date which is ten (10) Trading Days following the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to any portion of the Warrant or Additional Investment Right exercised before the Tranche Closing Date have not been timely delivered in accordance with the Transaction Documents, then the Tranche Closing and Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such shares are not DWAC Shares. On or before each Tranche Closing Date, Investor shall pay to the Company the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date.

Mechanics of Tranche Closing. (i) Each of the Company and Investor shall deliver all Required Tranche Deliveries documents, instruments and writings required to be delivered by either of them pursuant to Sections 2.3(d) and Section 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten (10) 10 Trading Days following (and not counting) the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to Investor. (ii) If any portion of the Warrant is exercised by Investor on or Additional Investment Right exercised before after the Tranche Notice Date and prior to or on the Tranche Closing Date have not been timely delivered (which exercise shall be effected by Investor sending the Exercise Delivery Documents to the Company in accordance with Section 1.1 of the Transaction DocumentsWarrant), then the Tranche Closing Company shall send Investor an electronic copy of its share issuance instructions to the Transfer Agent and Tranche Closing Date shall cause the requisite number of Warrant Shares to be extended one (1) credited to Investor’s account with DTC as DWAC Shares by 12:00 p.m. Eastern time on the Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares after the date the Company receives the Exercise Delivery Documents from Investor. If DWAC shares are not DWAC Shares upon deliverytimely credited pursuant to this Section 2.3(f)(ii), then the Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such shares are timely credit of DWAC Shares is not DWAC Shares. made. (iii) On or before each Tranche Closing Date, Investor shall pay deliver to the Company Company, in cash or immediately available funds, the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by Shares. (iv) The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that both (i) the Company prior has delivered to Investor all Required Tranche Documents, and (ii) Investor has delivered to the applicable Company the Tranche Closing DatePurchase Price.

Mechanics of Tranche Closing. Each of the Company and Investor shall deliver all Required Tranche Deliveries required to be delivered by either of them pursuant to Sections Section 2.3(d) and 2.3(e) of this Agreement, as applicable on applicable, at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City time, on the date which is ten (10) 10 Trading Days following the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counselInvestor; provided, however, that if any Warrant Shares or Additional Investment Sharesare not timely delivered in accordance with Section 1.1 of the Warrant, with respect to any portion of the Warrant or Additional Investment Right exercised before the Tranche Closing Date have not been timely delivered in accordance with the Transaction DocumentsDate, then the Tranche Closing and Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such shares the Warrant Shares are not DWAC Shares. On or before each Tranche Closing Date, Investor shall pay to the Company the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date. The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that all Required Tranche Deliveries, as applicable, have been delivered to the applicable party pursuant to Section 2.3(d) of this Agreement.

Mechanics of Tranche Closing. Each of (i) On or before any Tranche Closing, the Company and Investor shall deliver to the Company the Tranche Purchase Price in cash or immediately available funds as consideration for the purchase of the Tranche Shares pursuant to wire instructions delivered to the Investor by the Company. (ii) The Company shall deliver to the Investor all Required Tranche Deliveries Documents required to be delivered by either of them it pursuant to Sections 2.3(d) and 2.3(eSection 2.4(d) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d2.4(c) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by the Investor of Preferred Tranche Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten five (105) Trading Days following (and not counting) the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect the Company. The initial Tranche Closing Date is referred to herein as the “Initial Tranche Closing Date.” (iii) If any portion of the Warrant Tranche Shares is converted by the Investor on or Additional Investment Right exercised before after the Tranche Notice Date and prior to or on the Tranche Closing Date have (which conversion shall be effected by Investor sending the conversion notice to the Company), the Company shall send Investor an electronic copy of its share issuance instructions to the Transfer Agent and shall, if the restrictive legend prescribed by Section 4.1 hereof is not been timely delivered in accordance required because of compliance with the Transaction Documentsprovisions with that section, cause the requisite number of shares of Common Stock to be credited to Investor’s account with DTC as DWAC Shares by 12:00 p.m. Eastern time on the second Trading Day after the date the Company receives the conversion notice from Investor. If DWAC Shares are not timely credited pursuant to this Section 2.4(e)(iii), then the Tranche Closing and Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such delivery timely credit of DWAC Shares is not made; and provided. (iv) The closing (each, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the a “Tranche Closing Date shall be extended one (1Closing”) Trading Day for each Trading Day Tranche shall occur on the date that such shares are not DWAC Shares. On or before each both (i) the Company has delivered to the Investor all Required Tranche Closing DateDocuments, and (ii) Investor shall pay has delivered to the Company the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing DatePrice.

Mechanics of Tranche Closing. Each of the Company and Investor shall deliver all Required Tranche Deliveries required to be delivered by either of them pursuant to Sections 2.3(d) and 2.3(e) of this Agreement, as applicable on applicable, at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City time, on the date which is ten (10) Trading Days following the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counselInvestor; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to any portion of the Warrant or Additional Investment Right exercised before the Tranche Closing Date have not been timely delivered in accordance with the Transaction Documents, then the Tranche Closing and Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such shares are not DWAC Shares. On or before each Tranche Closing Date, Investor shall pay to the Company the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing Date. The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that all Required Tranche Deliveries, as applicable, have been delivered to the applicable party pursuant to Section 2.3(e) of this Agreement.

Mechanics of Tranche Closing. (i) Each of the Company and Investor shall deliver all Required Tranche Deliveries documents, instruments and writings required to be delivered by either of them pursuant to Sections 2.3(d) and Section 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Investment Shares shall occur by 5:00 p.m., New York City time, p.m. Eastern time on the date which is ten the third Trading Day following (10and not counting) Trading Days following the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor. (ii) If any portion of the Warrant is exercised by Investor on or after the Tranche Notice Date and prior to or on the Tranche Closing Date (which exercise shall be effected by Investor sending the Warrant Exercise Delivery Documents to the Company in accordance with Section 1.1 of the Warrant), the Company shall send Investor an electronic copy of its counselshare issuance instructions to the Transfer Agent and shall cause the requisite number of Warrant Shares to be credited to Investor’s account with DTC as DWAC Shares by 12:00 p.m. Eastern time on the Trading Day after the date the Company receives the Warrant Exercise Delivery Documents from Investor; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to any portion of the Warrant or Additional Investment Right exercised before the Tranche Closing Date have not been timely delivered in accordance with the Transaction Documents, then the Tranche Closing and Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares DWAC shares are not DWAC Shares upon deliverytimely credited pursuant to this Section 2.3(f)(ii), then the Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such shares are timely credit of DWAC Shares is not DWAC Shares. made. (iii) On or before each the third Trading Day following (and not counting) the Tranche Closing Date, Investor shall pay for the Investment Shares by paying in cash, or through the issuance of a secured promissory note in the form attached hereto as Exhibit A-2. (iv) The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that both (i) the Company has delivered to Investor all Required Tranche Documents, and (ii) Investor has delivered to the Company the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by the Company prior to the applicable Tranche Closing DatePrice.

Mechanics of Tranche Closing. (i) Each of the Company and Investor shall deliver all Required Tranche Deliveries documents, instruments and writings required to be delivered by either of them pursuant to Sections 2.3(d) and Section 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten (10) Trading Days following (and not counting) the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to Investor. (ii) If any portion of the Warrant is exercised by Investor on or Additional Investment Right exercised before after the Tranche Notice Date and prior to or on the Tranche Closing Date have not been timely delivered (which exercise shall be effected by Investor sending the Exercise Delivery Documents to the Company in accordance with Section 1.1 of the Transaction DocumentsWarrant), then the Tranche Closing Company shall send Investor an electronic copy of its share issuance instructions to the Transfer Agent and Tranche Closing Date shall cause the requisite number of Warrant Shares to be extended one (1) credited to Investor’s account with DTC as DWAC Shares by 4:00 p.m. Eastern time on the Trading Day for each after the date the Company receives the Exercise Delivery Documents from Investor. Notwithstanding the foregoing 4:00 p.m. deadline, if DWAC shares are not credited pursuant to this Section 2.3(f)(ii) by 12:00 p.m. Eastern time on the Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon deliveryafter the date the Company receives the Exercise Delivery Documents from Investor, then the Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such shares are credit of DWAC Shares is not DWAC Shares. made. (iii) On or before each Tranche Closing Date, Investor shall pay deliver to the Company Company, in cash or immediately available funds, the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by Shares. (iv) The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that both (i) the Company prior has delivered to Investor all Required Tranche Documents, and (ii) Investor has delivered to the applicable Company the Tranche Closing DatePurchase Price.

Mechanics of Tranche Closing. (i) Each of the Company and Investor shall deliver all Required Tranche Deliveries documents, instruments and writings required to be delivered by either of them pursuant to Sections 2.3(d) and Section 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by Investor of Preferred Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten (10) 10 Trading Days following (and not counting) the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Investor. (ii) If the Warrant Shares or Additional Investment Shares, with respect issuable to any Investor upon automatic exercise of the portion of the Warrant or Additional Investment Right exercised before vesting on the Tranche Closing Notice Date have were not been timely delivered in accordance credited to Investor’s account with DTC as DWAC Shares by 12:00 p.m. Eastern time on the Transaction Documents, then Trading Day after the Tranche Closing and Tranche Closing Date shall be extended one (1) Trading Day for each Trading Day that such delivery is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon deliveryNotice Date, then the Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such shares are timely credit of DWAC Shares was not DWAC Shares. made. (iii) On or before each Tranche Closing Date, Investor shall pay deliver to the Company Company, in cash or immediately available funds, the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by Shares. (iv) The closing (each a “Tranche Closing”) for each Tranche shall occur on the date that both (i) the Company prior has delivered to Investor all Required Tranche Documents, and (ii) Investor has delivered to the applicable Company the Tranche Closing DatePurchase Price.

Mechanics of Tranche Closing. Each (i) Transfer Online, Inc. shall act as escrow agent (the “Escrow Agent”) pursuant to the terms and conditions of the Company and escrow agreement in substantially the form attached hereto as Exhibit G (the “Escrow Agreement”). On or before any Tranche Closing, the Investor shall deposit the Tranche Purchase Price into the Escrow Agent’s escrow account (the “Escrow Account”) as consideration to be used for the purchase of the Preferred Shares (the “Escrowed Funds”). Payment of the Escrowed Funds shall be made by wire transfer of immediately available funds into the Escrow Account pursuant to wire instructions delivered to the Purchaser by the Escrow Agent. (ii) The Company shall deliver to Escrow Agent all Required Tranche Deliveries Documents required to be delivered by either of them it pursuant to Sections Section 2.3(d) and 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d2.3(c) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by the Investor of Preferred Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten five (105) Trading Days following (and not counting) the Tranche Notice Date (each a “Tranche Closing Date”) at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect the Escrow Agent. The initial Tranche Closing Date is referred to herein as the initial Tranche Closing Date.” (iii) If any portion of the Warrant Preferred Shares is converted by the Investor on or Additional Investment Right exercised before after the Tranche Notice Date and prior to or on the Tranche Closing Date have (which conversion shall be effected by Investor sending the conversion notice to the Company), the Company shall send Investor an electronic copy of its share issuance instructions to the Transfer Agent and shall, if the restrictive legend prescribed by Section 5.1 is not been timely delivered in accordance required because of compliance with the Transaction Documentsprovisions with that section, cause the requisite number of shares of Common Stock to be credited to Investor’s account with DTC as DWAC Shares by 12:00 p.m. Eastern time on the second Trading Day after the date the Company receives the conversion notice from Investor. If DWAC Shares are not timely credited pursuant to this Section 2.3(e)(ii), then the Tranche Closing and Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such delivery timely credit of DWAC Shares is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the Tranche Closing Date shall be extended one . (1iv) Trading Day for each Trading Day that such shares are not DWAC Shares. On or before each Tranche Closing Date, the Investor shall pay deliver to the Company Escrow Agent, in cash or immediately available funds, the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by Shares. (v) The closing (each, a “Tranche Closing”) for each Tranche shall occur on the date that both (i) the Company prior has delivered to the applicable Escrow Agent all Required Tranche Closing DateDocuments, and (ii) Investor has delivered to the Escrow Agent the Tranche Purchase Price.

Mechanics of Tranche Closing. (i) Each of the Company and Investor shall deliver all Required Tranche Deliveries documents, instruments and writings required to be delivered by either of them pursuant to Sections 2.3(d) and Section 2.3(e) of this Agreement, as applicable on Agreement at or prior to each Tranche Closing DateClosing. -------------- Subject to such delivery and the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.3(d) as of such datethe Tranche Closing Date, the closing (a “Tranche Closing”) of the purchase by -------------- Investor of Preferred Shares shall occur by 5:00 p.m., New York City p.m. Eastern time, on the date which is ten (10) Trading Days following (and not counting) the Tranche Notice Date (each a “"Tranche Closing Date”") at the offices of Investor or its counsel; provided, however, that if any Warrant Shares or Additional Investment Shares, with respect to Investor. -------------------- (ii) If any portion of the Warrant is exercised by Investor on or Additional Investment Right exercised before after the Tranche Notice Date and prior to or on the Tranche Closing Date have not been timely delivered (which exercise shall be effected by Investor sending the Exercise Delivery Documents to the Company in accordance with Section 1.1 of the Warrant), the Company shall send ----------- Investor an electronic copy of its share issuance instructions to the Transfer Agent and shall cause the requisite number of Warrant Shares in accordance with the Transaction Documentsprovisions of Section 2.3(d)(vii) above to be credited to Investor's account ------------------- with DTC as DWAC Shares by 12:00 p.m. Eastern time on the Trading Day after the date the Company receives the Exercise Delivery Documents from Investor. If DWAC shares are not timely credited pursuant to this Section 2.3(f)(ii), then ------------------ the Tranche Closing and Tranche Closing Date shall be extended by one (1) Trading Day for each Trading Day that such delivery timely credit of DWAC Shares is not made; and provided, further, that if any Warrant Shares or Additional Investment Shares are not DWAC Shares upon delivery, then the Tranche Closing Date shall be extended one . (1iii) Trading Day for each Trading Day that such shares are not DWAC Shares. On or before each Tranche Closing Date, Investor shall pay deliver to the Company Company, in cash or immediately available funds, the Tranche Purchase Price to be paid for such Tranche Shares by wire transfer of immediately available funds to an account designated by Shares. (iv) The closing (each a "Tranche Closing") for each Tranche shall occur on --------------- the date that both (i) the Company prior has delivered to Investor all Required Tranche Documents, and (ii) Investor has delivered to the applicable Company the Tranche Closing DatePurchase Price.