Milestone Closing definition
Examples of Milestone Closing in a sentence
Each of the Transaction Documents required to be executed at the Closing shall have been duly executed and delivered by each applicable party thereto (other than those to be executed at a later Milestone Closing, if any, as expressly set forth in such Transaction Document).
If the applicable Milestone Tranche is identified in Annex I as a Board Seat Milestone, then as a condition to such Milestone Closing the Company shall have delivered the resolutions, resignations (if any), and evidence of filings/updates required to effect the applicable Investor board nominee appointment(s) effective as of such Milestone Closing, in each case in form and substance satisfactory to the Investor.
All corporate actions required to authorize the issuance of the Shares at such Milestone Closing shall have been taken, and any filings required to be made contemporaneously with, or promptly following, such Milestone Closing with the Israeli Registrar of Companies (or other applicable governmental authority) shall be capable of being made in due course.
All corporate action on the part of the Company necessary for (i) the authorization, execution, delivery, and performance of all of the Company’s obligations under this Agreement and the other Transaction Agreements, and (ii) the authorization, issuance, and sale of the Investment Shares and the Company Exchange Shares sold under this Agreement, has been (or will be) taken prior to the Closing (and, with respect to issuances at any Milestone Closing, prior to such Milestone Closing).
The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the applicable Milestone Closing Date (except to the extent such representation or warranty speaks as of an earlier date, in which case it shall be true and correct in all material respects as of such earlier date).