Tranche I Closing Clause Samples
The 'Tranche I Closing' clause defines the terms and conditions under which the first portion of a multi-part investment or financing transaction is completed. It typically specifies the date, required deliverables, and any conditions precedent that must be satisfied before the initial funds are released or shares are issued. For example, this may include the execution of key agreements, regulatory approvals, or the fulfillment of certain milestones. The core function of this clause is to clearly establish the process and requirements for the initial closing, thereby ensuring both parties understand when and how the first tranche of the transaction will be finalized and reducing the risk of misunderstandings or disputes.
Tranche I Closing. On the Tranche I Closing Date, provided the conditions set out below in subsections (a) to (n) in this Section 4.11 have been fulfilled by the Issuer and the Company or waived in writing by the Purchaser, the Purchaser shall promptly initiate and cause a wire transfer in same day funds to be sent to the account of the Issuer, as instructed in writing by the Issuer, in an amount equal to the Tranche I Subscription Amount. On the date such funds have been received by the Issuer, the Tranche I Debenture shall be released from escrow to the Purchaser whereupon the Tranche I Debenture shall be deemed to be issued and the Purchaser shall fill in by hand the date of such receipt as the date of issuance of the Tranche I Debenture. The above-mentioned conditions are as follows:
Tranche I Closing. Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser at the Tranche I Closing (as defined below) irrevocably subscribes for and agrees to purchase, 36,000,000 shares of Common Stock (the "Tranche I Shares") at a purchase price of $0.10417 per Tranche I Share. The aggregate purchase price payable by Purchaser for the Tranche I Shares shall be $3,750,000 (the "Aggregate Tranche I Purchase Price") and shall be payable at the Tranche I Closing by wire transfer of immediately available funds as set forth below.
Tranche I Closing. The closing of the purchase and sale of the Tranche I Notes by and to the Purchasers hereunder (the “Tranche I Closing”) shall be held at the offices of Fenwick & West LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ within three (3) business days following the date on which the last of the conditions set forth in Articles 5 and Section 6.1 have been satisfied or waived in accordance with this Agreement (such date, the “Tranche I Closing Date”), or at such other time and place as the Company and the Purchasers mutually agree upon.
Tranche I Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 7.01 and 7.02, the closing in respect of the Tranche I Issuance (the "Tranche I Closing") shall occur immediately after the Company Contribution and immediately prior to the Distribution, which is expected to occur no later than 12 months from the date hereof, or at such other time and date as the parties hereto shall agree in writing (such date and time, the "Tranche I Closing Date"). The Tranche I Closing shall be held at the offices of White & Case LLP, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as the parties hereto shall agree in writing. On the Tranche I Closing Date:
(a) The Purchaser shall deliver:
(i) to the Company, the officer's certificate of the Purchaser as contemplated by Section 7.01(c);
(ii) to each of the Company and the Escrow Agent, a copy of the Escrow Agreement executed by the Purchaser;
(iii) to the Company, a copy of the Registration Rights Agreement executed by the Purchaser;
(iv) to the Company, an amount in cash equal to the Tranche I Stock Purchase Price; and
(v) to the Escrow Agent, an amount in cash equal to the Tranche II Stock Purchase Price (the "Escrow Funds").
(b) The Company shall deliver:
(i) to the Purchaser, the officer's certificate of the Company as contemplated by Section 7.02(c);
(ii) to each of the Purchaser and the Escrow Agent, a copy of the Escrow Agreement executed by the Company;
(iii) to the Purchaser, a copy of the Registration Rights Agreement executed by the Company; and
(iv) to the Purchaser, certificates representing the shares of Tranche I Stock being purchased by the Purchaser pursuant to Section 2.01(a)(i), which shall be in definitive form and registered in the name of the Purchaser or a Permitted Transferee and in such denominations as the Purchaser shall request not later than three (3) Business Days prior to the Tranche I Closing Date.
(c) The Escrow Agent shall deliver to each of the Company and the Purchaser a copy of the Escrow Agreement executed by the Escrow Agent.
Tranche I Closing. The consummation of the transactions contemplated herein with respect to the Tranche I Purchased Interests shall occur on a Business Day designated by the Company following the satisfaction or waiver of all of the conditions to closing contained in Sections 7.02, 7.03(a), (b) and (d), and 7.04 (other than those conditions that (i) by their nature are to be satisfied at the Tranche I Closing, but subject to the fulfillment or waiver of those conditions, or (ii) relate solely to the Tranche II Assets) or at such other time and date as the Parties may agree (but in no event prior to December 31, 2013 or after January 31, 2014) (the “Tranche I Closing Date”), at the offices of ▇▇▇▇▇▇ & Bird LLP located at One Atlantic Center, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another place is agreed by the Parties; provided, that either Party has the right, for purposes of completing the assumption of the Tranche I Assumed Mortgages pursuant to Section 5.16 hereof, to extend the Tranche I Closing Date for such additional periods as are mutually agreed to by the Parties, in their sole and absolute discretion, provided, however, neither Party shall have the right to request any such extensions if such Party has intentionally delayed the completion of the assumption of the Tranche I Assumed Mortgages. Notwithstanding anything to the contrary in this Agreement, in the event either Party delivers written notice to the other Party on the date that is three days prior to the scheduled Tranche I Closing Date that despite such Party’s Commercially Reasonable Efforts it is (i) not able to obtain the required approvals to discharge the existing lien on the Kohl’s Elk Grove Property, and/or (ii) not able to obtain required Lender consent in connection with one or more Properties encumbered by the Assumed Mortgages (any such Properties, together with the Kohl’s Elk Grove Property, as applicable, the “Designated Properties”), in each case, prior to the Tranche I Closing Date, then (1) for purposes of this Agreement, the Designated Purchased Interests shall constitute Tranche II Purchased Interests, (2) the Tranche I Unallocated Purchase Price shall be decreased by an amount equal to the aggregate Adjustment Amounts of the Designated Properties with respect to the Designated Purchased Interests, and (3) the Tranche II Unallocated Purchase Price shall be increased by an amount equal to the aggregate Adjustment Amounts of the Designated Properties with respect to the D...
Tranche I Closing. Subject to the terms and conditions hereof, at the Tranche I Closing (as defined in Section 2.1) the Company will sell to each Purchaser, and each Purchaser will purchase from the Company, a Tranche I Note in the principal amount set forth next to such Purchaser's name on Schedule I hereto under the column “Tranche I Closing Amount.” The total purchase price payable by each Purchaser for the Tranche I Notes that such Purchaser is hereby agreeing to purchase at the Tranche I Closing is the amount set forth next to such Purchaser's name on Schedule I hereto under the column “Tranche I Closing Amount” (the “Tranche I Closing Total Purchase Price”). The sale and purchase of the Tranche I Notes to each Purchaser shall constitute a separate sale and purchase hereunder.
Tranche I Closing