Tranche 2 Closing. Subject to Section 1.4, Section 1.5, Section 1.6 and Section 2.7, the closing of the issue and subscription of the Tranche 2 Shares (the “Tranche 2 Closing”):
(a) by way of the Individual Placement under Section 1.5, shall take place on the day that is five Business Days after the date on which the Company provides the Individual Placement Requirement Notice to the Purchaser (excluding the date (Sydney, Australia time) on which the notice is received by the Purchaser), or at such other date as the Company and the Purchaser may mutually agree;
(b) by way of the Individual Placement under Section 1.6, – the date which is five Business Days after the date on which the Purchaser provides the Placement Election Acceptance Notice to the Company (excluding the date (Sydney, Australia time) on which the notice is received by the Company), or at such other date as the Company and the Purchaser may mutually agree;
(c) by way of the Broader Placement under either Section 1.4 or Section 1.6, shall take place on the date agreed by the parties in respect of the Broader Placement (being the same date on which the proceeds of the Broader Placement are to be received from, and the shares in the Company are to be issued to, the other third party investors), in each case, such date is hereinafter referred to as the “Tranche 2 Closing Date”; and
(d) shall take place at F6A / 0-00 Xxxx Xxxxxx, Balmain, New South Wales, 2041, Australia, or at such other place as the Company and the Purchaser may mutually agree.
Tranche 2 Closing. The closing of the issuance, purchase and sale of the Tranche 2 Shares (the “Tranche 2 Closing”) will take place immediately following the Stockholders’ Meeting (as defined below), or at such other time, date or other place following the Stockholders’ Meeting as is agreed to by TFGR and the Company. In no event will the Tranche 2 Closing occur unless the Company has received the Stockholder Approval (as defined below).
Tranche 2 Closing. The obligations of Buyer with regard to Closing the Tranche 2 Properties under this Agreement are, at its option, subject to the fulfillment of each and all of the following conditions prior to or at the Tranche 2 Closing Date:
(i) Xxxxxxxxxx Seller, C-Huffmeister Seller and Champion Seller (the “Tranche 2 Sellers”) shall have performed and complied with all the agreements and conditions required in this Agreement to be performed and complied with by the Tranche 2 Sellers with respect to the Tranche 2 Properties prior to the Tranche 2 Closing Date.
(ii) Title Insurer shall have irrevocably committed to issue the T-1 Owner's Policy of Title Insurance for each Tranche 2 Property in the amount of the Purchase Price allocated to such Tranche 2 Property, as set forth in Schedule 2 hereof, in the form previously approved by Buyer in accordance with the terms of Article 5 hereof, and showing title vested in Buyer subject only to the Permitted Exceptions.
(iii) The representations by the Tranche 2 Sellers contained herein shall be true and correct in all material respects as of the Tranche 2 Closing Date.
Tranche 2 Closing. The obligations of Buyer with regard to Closing the Tranche 2 Properties under this Agreement are, at its option, subject to the fulfillment of each and all of the following conditions prior to or at the Tranche 2 Closing Date:
(i) Xxxxxxxxxx Seller, C-Huffmeister Seller and Champion Seller (the “Tranche 2 Sellers”) shall have performed and complied with all the agreements and conditions required in this Agreement to be performed and complied with by the Tranche 2 Sellers with respect to the Tranche 2 Properties prior to the Tranche 2 Closing Date.
(ii) Title Insurer shall have irrevocably committed to issue the T-1 Owner's Policy of Title Insurance for each Tranche 2 Property in the amount of the Purchase Price allocated to such Tranche 2 Property, as set forth in Schedule 2 hereof, in the form previously approved by Buyer in accordance with the terms of Article 5 hereof, and showing title vested in Buyer subject only to the Permitted Exceptions.
(iii) The representations by the Tranche 2 Sellers contained herein shall be true and correct in all material respects as of the Tranche 2 Closing Date. If any one or more items listed above (the “Tranche 2 Closing Conditions”) have not been satisfied as of the Tranche 2 Closing Date, Buyer shall have the right to either waive such Tranche 2 Closing Conditions or terminate this Agreement pursuant to Article 14 hereof or, if such failure constitutes a default by Seller, pursuant to Section 13.2 hereof. Notwithstanding the foregoing, in the event that the Tranche 2 Closing Conditions have been met as to certain Tranche 2 Properties, but not all Tranche 2 Properties (and such failure of condition is not as a result of any default by Tranche 2 Sellers hereunder) (each Property where a Tranche 2 Closing Condition has not been met, a “Tranche 2 Conditioned Property”), Seller hereby reserves the right to terminate this Agreement as to any Tranche 2 Conditioned Property only, by delivering written notice to Buyer of such election prior to the Tranche 2 Closing Date; provided, however, that in lieu of such termination by Seller, Buyer may, in its sole discretion, agree to waive such condition and close. Following such notice of partial termination, this Agreement shall survive with respect to the remaining Properties, and the Tranche 2 Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Purchase Price allocated to each Conditioned Property as set forth on Schedule 2 attac...
Tranche 2 Closing. The obligations of the Tranche 2 Sellers with regard to the Tranche 1 Closing under this Agreement are, at the Tranche 2 Sellers’ option, subject to the fulfillment of all of the following conditions prior to or at the Tranche 2 Closing Date:
(i) Buyer shall have performed and complied with all the agreements and conditions required by this Agreement to be performed and complied with by Buyer with respect to the Tranche 2 Properties prior to the Tranche 2 Closing Date, and Buyer and the Tranche 2 Sellers agree that Escrowholder may deem all such items to have been performed and complied with when Buyer has deposited with Escrowholder all items required hereunder for the Tranche 2 Properties.
(ii) The representations by Buyer contained herein shall be true and correct in all material respects as of the Tranche 2 Closing Date. If any one or more items listed above have not been satisfied as of the Tranche 2 Closing Date, Sellers shall have the right to terminate this Agreement pursuant to Article 14 hereof.
Tranche 2 Closing. If a Tranche 2 Notice has been duly delivered pursuant to Section 3.01, the closing of the issuance, purchase and sale of the Tranche 2 Shares provided for in this Article III (the “Tranche 2 Closing”) will take place at 10:00 a.m., Denver, Colorado time on the second business day following the date of the Tranche 2 Notice, at the offices of Faegre & Xxxxxx LLP, 3200 Xxxxx Fargo Center, 0000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000, unless another time, date or place is agreed to by the Investor and the Company. In no event, however, may the Tranche 2 Closing take place later than the Tranche 2 Deadline.
Tranche 2 Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 7.2, the completion of the purchase and sale of the Tranche 2 Securities (the “Tranche 2 Closing”) shall occur at 10:00 a.m. local time at the offices of Xxxxx Xxxx LLP, Denver, Colorado, on the second (2nd) Business Day after the satisfaction or waiver of the conditions set forth in Section 7.2 (other than those that by their terms are to be satisfied or waived at the Tranche 2 Closing), or at such other location, date and time as may be mutually agreed upon by the Company and Purchaser. The date of the Tranche 2 Closing is referred to herein as the “Tranche 2 Closing Date.”
Tranche 2 Closing. Subject to the satisfaction or waiver of the conditions set forth in Section 7.2, the completion of the purchase and sale of the Tranche 2 Securities (the “Tranche 2 Closing”) shall occur at 10:00 a.m. local time at the offices of Xxxxx Xxxx LLP, Denver, Colorado, on September 30, 2017, or at such other location, date and time as may be mutually agreed upon by the Company and Purchaser. The date of the Tranche 2 Closing is referred to herein as the “Tranche 2 Closing Date.”
5. Section 7.2(b) of the Agreement is amended by adding a new subsection (ii) as follows:
Tranche 2 Closing. The closing of the Tranche 2 Subscription (the “Tranche 2 Closing” and, together with the Tranche 1 Closing, each an “Investment Closing”) shall occur on the date of, and immediately prior to (but subject to), the consummation of the Transactions (the date of the Tranche 2 Closing, the “Closing Date”). Upon written notice from (or on behalf of) VGAC to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that VGAC reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected Closing Date”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 6, Subscriber shall deliver to VGAC, the Tranche 2 Purchase Price, if any, (i) no later than two (2) Business Days prior to the Expected Closing Date by wire transfer of United States dollars in immediately available funds to the account specified by
Tranche 2 Closing. At the Tranche 2 Closing, each of the following documents shall be executed and delivered in the form and substance as indicated below, and otherwise reasonably acceptable to Xxxxxxx:
1) Second Amendment to Master Lease (to be signed by Xxxxxxx Tranche 2 Buyer, Tenant and Master Landlord) in the form attached hereto as Exhibit A];
2) Affirmation of and Amendment to, or (at Xxxxxxx’x election) an Amendment and Restatement of, the Guaranty of Master Lease Agreement (to be signed by Manager), which shall include, among other things, the following: The first sentence of Section 3(c) is hereby deleted in its entirety and replaced with the following: “Guarantor and COSL California, LLC, a Delaware limited liability company (“New Manager”), shall maintain, in the aggregate, a Tangible Net Worth (as hereinafter defined) of not less than (i) beginning on June 1, 2019, Two Million and No/100 Dollars ($2,000,000.00) and (ii) beginning on June 1, 2020, Five Million One Hundred Thousand and No/Dollars ($5,100,000) (collectively, the “Minimum Tangible Net Worth Requirement”) (provided that, for purposes of determining Guarantor’s and New Manager’s Tangible Net Worth, the portion of Tenant’s cash held by the Letter of Credit issuer and pledged as collateral for the Letter of Credit under the Lease shall be included). Further, the Minimum Tangible Net Worth Requirement shall immediately increase commensurate with any additional funding of Tenant Improvement Allowance from Landlord to or for the benefit of Tenant based on the equivalent increase in Base Rent resulting from such deployment”.
3) Affirmation of and Amendment to, or (at Xxxxxxx’x election) an Amendment and Restatement of, the Guaranty of Master Lease Agreement (to be signed by New Manager);
4) Affirmation of and Amendment to, or (at Xxxxxxx’x election) an Amendment and Restatement of, the Guaranty of Master Lease Agreement (to be signed by Xxxx Xxxxxxxxxxx);
5) Affirmation of and Amendment to, or (at Xxxxxxx’x election) an Amendment and Restatement of, the Guaranty of Master Lease Agreement (to be signed by Seniors 2);
6) Subordination of Management Agreement (to be signed by Xxxxxxx Tranche 2 Buyer, Tenant, Tranche 2 Subtenant, Manager and New Manager) in the same form as the Subordination of Management Agreement executed in connection with the Master Lease;
7) Security Agreements (to be signed by each of Napa RG Subtenant, Napa CCN Subtenant and Sonoma Subtenant and the applicable Xxxxxxx Tranche 1 Closing a...
