TRANCHE CLOSINGS; CLOSING AND OTHER DELIVERIES Sample Clauses

TRANCHE CLOSINGS; CLOSING AND OTHER DELIVERIES. 2.1 Tranche A Closing. Provided that the conditions to Closing, as set forth in Article V have been satisfied or waived, the initial closing hereunder pursuant to which the Company shall issue and sell and the Investors shall purchase the U.S. dollar amount in Shares set forth opposite the Investors’ respective names on Schedule I attached hereto under the heading “Tranche A Investor Commitments” (the “Tranche A Closing”), shall take place as soon as reasonably practicable, but in no case later than three Business Days (as defined below) following: (i) the Company’s delivery of written notice to the Investors of the Company’s receipt of the first 10 angiograms of patients enrolled in the Company’s eMesh I clinical feasibility trial (the “Feasibility Trial”) using the Company’s surgical implant technique approved by the United States Food and Drug Administration (“FDA”) in March 2014 (the “New Technique”), and (ii) the agreement of the Company and Investors that have committed to purchase a majority of the Shares to be sold at the Tranche A Closing (the “Majority Investors”) that the condition set forth in Section 5.1(a) has been satisfied or waived. Notwithstanding the foregoing, the obligation of the Investors to purchase Shares at the Tranche A Closing shall terminate if the Tranche A Closing has not occurred by November 30, 2015.
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Related to TRANCHE CLOSINGS; CLOSING AND OTHER DELIVERIES

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Deliveries (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

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