Examples of Tranche 1 Closing in a sentence
Upon the terms and subject to the conditions set forth in this Agreement, the Investor agrees to subscribe for and purchase from the Corporation at the Tranche 1 Closing Time 15,002,243 subscription receipts ("Subscription Receipts") for aggregate consideration of US$320,147,865.62 (the "Tranche 1 Subscription Price").
Section 7.3 of the Agreement is hereby amended to state that, at the Tranche 1 Closing, Five Hundred Thousand Dollars ($500,000) of the Post-Closing Escrow Funds shall be deposited into and held in the Holdback Escrow, and shall be subject to the terms of the Holdback Escrow Agreement and support the obligations of all Tranche 1 Property Sellers arising thereunder.
The Investor shall purchase the Subscription Receipts and pay the Tranche 1 Subscription Price at the Tranche 1 Closing, by wire transfer of immediately available funds to an account designated in writing by the Corporation.
The Subscription Receipt Agreement provides that, upon the Tranche 1 Closing, the Tranche 1 Subscription Price shall be deposited in escrow with the Subscription Receipt Agent in accordance with the provisions of the Subscription Receipt Agreement.
If Buyer notifies Seller during such five (5) business day period that it does not approve the Seller Financial Conditions, then, within two (2) business days thereafter, Seller shall either (i) terminate the Agreement, in which case the Deposit shall be returned to Buyer or (ii) agree to fund One Million Five Hundred Thousand Dollars ($1,500,000) (rather than $500,000 as otherwise required) into the Holdback Escrow at the Tranche 1 Closing.
The Purchaser shall deposit the amount of the Purchase Price payable for the Tranche 1 Shares (as set out in Exhibit A) into the Company’s account at Westpac Banking Corporation, the details of which are set out in Exhibit B, on the Tranche 1 Closing Date in immediately available cleared funds.
The Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing that the Purchaser is not aware of any general solicitation or publication of any advertisement, as such terms are defined in Regulation D under the Securities Act, in connection with the transactions contemplated in this Agreement.
Pursuant to and in accordance with the rights set forth in Section 4.13, the Board of Directors shall have elected, effective as of the Tranche 1 Closing, Xxxx Xxxxxx and Xxxx Xxxxxx (or such other individuals designated by the applicable Purchasers, which other individuals are acceptable to the Company, such acceptance not to be unreasonably withheld) to the Board of Directors of the Company, to serve as a Class I Director and a Class III Director, respectively.
The Purchaser hereby represents and warrants to the Company as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing that the Purchaser is acquiring the Shares for its own account, and not with a view towards their distribution.
The Company represents and warrants to the Purchaser that each warranty in this Section 3 is true and accurate and not misleading as of the date of this Agreement and as of the Tranche 1 Closing and (subject to the Company having received the approval of its shareholders to issue the Tranche 2 Shares) as of the Tranche 2 Closing.