First Tranche Closing Sample Clauses

First Tranche Closing. At the First Tranche Closing, the Buyer shall deliver the First Tranche Purchase Price to the Company via wire transfer or “Automated Clearing House” payment (“ACH”) to an account as designated by the Company. At the First Tranche Closing, the Company shall deliver irrevocable instructions to its transfer agent and take all such other actions necessary to cause its transfer agent to issue and deliver to the Buyer, within two (2) Business Days after the First Tranche Closing, a direct registration book entry statement (a “DRS Statement”) reflecting the First Tranche Purchase Shares purchased by the Buyer at the First Tranche Closing, which DRS Statement (and any subsequent DRS Statement or stock certificate evidencing First Tranche Purchase Shares that may be issued subsequent to the First Tranche Closing) shall, except as otherwise provided in Section 5.02 hereof, include the restrictive legend set forth in Section 4.04(j) noting that the First Tranche Purchase Shares are subject to restrictions on transfer thereof under the Securities Act, and a stop transfer order shall be maintained against the transfer of such First Tranche Purchase Shares.

First Tranche Closing. This Agreement shall become effective and binding upon the execution and delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the Parties hereto in accordance with Section 6.13 hereof on or prior to the First Tranche Closing Date. The payment of the First Tranche Purchase Price for, against delivery of, the First Tranche Purchase Shares as contemplated by Sections 2.01(a) and 2.03(a) hereof, together with the delivery and exchange of all other documents, instruments and writings required to be delivered by the Parties in connection therewith as provided in Section 2.05 hereof (the “First Tranche Closing”), shall take place on the first (1st) Business Day (which may be the date hereof) on which each of the conditions precedent to the First Tranche Closing set forth in Section 2.05 below are satisfied (or where legally permissible, waived) (the date on which the First Tranche Closing occurs, the “First Tranche Closing Date”).

First Tranche Closing. In accordance with the terms and subject to the satisfaction (or where legally permissible, the waiver) of the conditions set forth in Section 2.05 of this Agreement, at the First Tranche Closing (as defined herein), the Company shall sell, issue, convey and irrevocably deliver to Buyer, and Buyer shall purchase accept and acquire from the Company Twenty Thousand (20,000) shares, subject to adjustment as provided in this Agreement (the “First Tranche Purchase Shares”), free and clear of all Liens, fully paid and non-assessable.

First Tranche Closing. The initial closing of the purchase and sale of the 2015 Notes to the Lenders hereunder (the “First Tranche Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇, at 10:00 A.M. (California time) on the date hereof, or at such other time and place as the Company and Requisite Lenders mutually agree upon orally or in writing. At the First Tranche Closing, the Company shall deliver to each Lender participating in such First Tranche Closing a 2015 Note, in the form attached hereto as Exhibit A representing the Note Principal Amount in the corresponding amount as specified on Schedule A, and such Lender shall cause to be delivered to the Company, through a wire transfer or check payable, or any combination thereof, to the Company’s order, the applicable Note Principal Amount.

First Tranche Closing. Subject to the terms and conditions of this Agreement (including Sections 4 and 5), the purchase and sale of the First Closing Securities shall take place remotely via the exchange of documents and signatures (the “First Closing”) on the date hereof (the “First Closing Date”). At the First Closing, the Company will deliver to the Purchaser (i) a statement of book entry position in the Purchaser’s name representing the First Closing Shares (or other evidence of share ownership) and (ii) the First Closing Warrant, against payment by the Purchaser of the First Closing Aggregate Purchase Price by wire transfer in accordance with the Company’s instructions.

First Tranche Closing. Subject to the satisfaction of all of the conditions set forth in Sections 5 and 6 hereof, the closing of the First Tranche (“First Tranche Closing”) shall be held at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Roseland, New Jersey 07068, at 12:00 p.m. Eastern Daylight Time on December 19, 2011, or at such later time or such other place as the parties hereto shall mutually agree. The date on which the First Tranche Closing is actually held is referred to herein as the “First Tranche Closing Date.”

First Tranche Closing. (a) The First Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Investor may agree, at the First Tranche Closing Time. (b) At the First Tranche Closing, the Investor shall deliver, or cause to be delivered to the Company: (i) the First Tranche Subscription Proceeds, in accordance with Section ‎2.1(b); (ii) a certificate from a senior officer of the Investor certifying that the condition set forth in Section ‎6.3(a) has been satisfied; (iii) the Key Transaction Agreements duly executed by the Investor, and any of its Affiliates that are parties thereto; and (iv) such other documentation as the Company may reasonably request in form and substance satisfactory to each of the Company and the Investor, acting reasonably. (c) At the First Tranche Closing, the Company shall deliver, or cause to be delivered, to the Investor: (i) a certificate of good standing (or equivalent) with respect to the Company and each of the Material Subsidiaries issued the Business Day prior to the First Tranche Closing Date; (ii) a certificate from a duly authorized officer of the Company certifying (A) the articles and notice of articles of the Company, (B) the incumbency of signing officers of the Company, and (C) the corporate resolutions of the Company approving the execution and delivery of, and performance of the Company’s obligations under, this Agreement; (iii) a certificate from the Chief Executive Officer and Chief Financial Officer of the Company certifying that the conditions set forth in Sections ‎6.4(a) and ‎6.4(b) have been satisfied; (iv) a customary legal opinion (including customary assumptions, qualifications and reliances) dated on or prior to the First Tranche Closing Date addressed to the Investor, in form and substance satisfactory to the Investor and its counsel, acting reasonably, from counsel to the Company with respect to corporate and securities matters of Canadian law relating to the transactions contemplated by this Agreement; (v) a customary title opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ addressed to the Investor, in respect of the mineral claims and leases of mineral claims forming part of the Project Real Property, as defined in the Credit Agreement, in form and substance satisfactory to the Investor, acting reasonably; (vi) evidence satisfactory to the Investor of the conditional acceptance (which shall be subject only to customary conditions) by the TSX for the listing of the First Tranche Shares...

First Tranche Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company 12 Units at the first tranche closing (the “First Tranche Closing”). The First Tranche Closing shall occur at 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and the Buyer) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The date on which the First Tranche Closing is actually held is referred to herein as the “First Tranche Closing Date”).

First Tranche Closing. The completion of the purchase and sale of the First Tranche Shares (the “First Tranche Closing”) shall occur at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇, Philadelphia, PA 19103, on the second business day following the satisfaction or waiver of the conditions to the First Tranche Closing set forth in Section 4(a) and Section 4(b), or on such later date or at such different location as the parties hereto shall agree in writing (the “First Tranche Closing Date”).