Examples of First Tranche Note in a sentence
The First Tranche Notes Issuance shall consist of First Tranche Notes simultaneously issued by the Issuer to each of the First Tranche Purchasers in accordance with their respective First Tranche Note Purchase Commitments.
The First Tranche Note Purchase Commitments will be automatically and permanently reduced to zero upon the First Tranche Notes Issuance pursuant to Section 2.01(a).
The obligation of the Investor to fund the Second Tranche shall be subject to the Registrable Securities, as defined by the Registration Rights Agreement, underlying the First Tranche Note and Warrants sold to the Investor at the First Tranche Closing being included for public sale in the Prospectus that is part of the Initial Resale Registration Statement, and to the Equity Conditions having been met as of the Second Tranche Closing Date.
For the avoidance of doubt, and to the extent applicable, the Company Parties acknowledge and agree that the holding period for purposes of Rule 144 under the U.S. Securities Act of 1933, as amended, of each of the Outstanding Notes and Warrants is not affected by this Agreement or the transactions contemplated hereby and tacks back to October 12, 2021, in the case of the First Tranche Note and the First Warrant, and January 28, 2022, in the case of the Second Tranche Note and the Second Warrant.
No Prepayment Premium (as defined in the Outstanding Notes) will be payable and Holder hereby waives any Prepayment Premium in connection with the application of the Account Balances to the principal balances of the Outstanding Notes and, in consideration thereof, an amount equal to $1,500,000 will be added to the outstanding principal balance of the First Tranche Note (“Additional Principal”).
The issuance and sale of the First Tranche Note is referred to herein as the “First Tranche Closing”.
The Second Tranche Loan shall be evidenced by a single promissory note (the “Second Tranche Note”; together with the First Tranche Note, the “Notes”; and together with this Agreement and the First Tranche Note, the “Loan Documents”) substantially in the form attached to Exhibit A hereto in the principal amount of the Second Tranche Loan, payable to the Lender, duly executed by the Borrower on the date when the Second Tranche Loan is made.
To the extent permitted by applicable law, in the event of any inconsistency between the terms of this First Tranche Note and the terms of the Contingent Convertible Capital Securities Indenture, the terms of the Contingent Convertible Capital Securities Indenture will control.
On the First Tranche Closing Date, provided that the Equity Conditions shall be satisfied as of such date, and upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Investor agrees to purchase, an aggregate of $2,000,000 of Principal Amount of the First Tranche Note and Warrants.
The Investor shall deliver to the Company, via wire transfer, immediately available funds equal to an aggregate of $1,500,000 of the Subscription Amount as to the First Tranche Closing as set forth on the signature page hereto executed by the Investor, and the Company shall deliver to the Investor the First Tranche Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and the Investor shall deliver the other items set forth in Section 2.2 deliverable at the First Tranche Closing.