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.
The vesting commencement date for the Initial Option Grant will be the Start Date, and the vesting commencement date for the Third Tranche Option Grant will be the date of the Third Tranche Closing (as defined in the Purchase Agreement).
At the Third Tranche Closing, the Company shall instruct the Transfer Agent to register such issuance via book entry the Third Tranche Shares (as defined below) against delivery to the Company by Purchaser at or before the Third Tranche Closing of Ten Million Dollars ($10,000,000) (the “Third Tranche Consideration”), payable in immediately available funds by wire transfer to an account or accounts designated by the Company.
The Purchasers shall have received from Xxxxxxx XxXxxxxxx LLP, counsel for the Company, an opinion, dated as of the Third Tranche Closing, in substantially the form of Exhibit H-3 attached to this Agreement.
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.
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).
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.
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.
The Company 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 the Company on or before the Third Tranche Closing.
The Company separately offered to amend certain terms and conditions, including those relating to issuance and conversion of the Second and Third Tranche Debentures, as well as the period of time within which to perform the Third Tranche Closing Obligations, as amended (“Amendment II”).On December 31, 2014, investors who had purchased $950,000 of First Tranche Debentures consented to the amended conversion terms of Amendment I.