Examples of Third Tranche Closing in a sentence
Moreover, with respect to the Second Tranche Closing and Third Tranche Closing, the representations and warranties made by CELL GENESYS in Section 4.2 hereof shall be true and correct on the respective dates of such Closings.
Each of the First Tranche Closing, Second Tranche Closing and Third Tranche Closing are collectively hereinafter referred to as the "Closings" and individually as a "Closing".
A “Third Tranche Notice” shall mean an irrevocable written notice specifying a closing date for the purchase of the Third Tranche Shares pursuant to this Section 1.4 (the “Third Tranche Closing”), which notice shall be delivered no less than ten (10) Trading Days prior to the date of the Third Tranche Closing.
Upon satisfaction or waiver of the conditions set forth in Sections 4.1, 4.2 and 4.3, in each case with respect to the Third Tranche Closing, and Section 4.6, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, 4,000,000 shares (the “Third Tranche Purchase”) for the consideration specified in Section 1.5(b).
The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Third Tranche Closing.
The President of the Company shall have delivered to the Purchasers at the Third Tranche Closing a certificate certifying that the conditions specified in Sections 5.3(a) and 5.3(b) have been fulfilled.
Each Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to such Purchaser’s Subscription Amount as to the Third Tranche Closing as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Notes and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Tranche Closing.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement at the Third Tranche Closing shall be obtained and effective as of the Third Tranche Closing.
The representations and warranties of the Company contained in Section 3, as modified by the Updated Disclosure Schedule delivered at the Third Tranche Closing, shall be true and correct as of the Third Tranche Closing except for those representations and warranties which address matters only as of a particular date (which representations shall have been true and correct as of such particular date).
Notwithstanding the foregoing, if the Third Tranche Closing has not occurred prior to April 30, 2024 no Third Tranche Closing shall occur hereunder.