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; (vii) a certificate from the transfer agent of the Company certifying (A) its appointment as transfer agent and registrar of the Common Shares and (B) the issued and outstanding Common Shares of the Company as at the close of business on the day prior to the First Tranche Closing Date; (viii) the First Tranche Shares in electronic format, in a form satisfactory to the Investor, acting reasonably, registered in the name of the Investor or an Affiliate thereof, as designated by the Investor (or as the Investor may otherwise direct, if being issued to be held with an investment dealer) and duly issued by the Company and registered in the share register of the Company in the name of the Investor, or any such Affiliate or other nominee, as applicable; (ix) the Key Transaction Agreements duly executed by the Company and any of its Subsidiaries that are parties thereto; (x) a copy of all Material Project Authorizations and Material Contracts, as such terms are defined in the Credit Agreement, that have been entered into by the First Tranche Closing Date, as applicable; (xi) a copy of the Anti-Corruption Policy, as defined in the Credit Agreement; and (xii) such other documentation as the Investor may reasonably request in form and substance satisfactory to each of the Company and the Investor, acting reasonably.
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First Tranche Closing. (a1) The First Tranche Closing will take place electronically, or at such location or in such other manner as the Company and the Investor Purchaser may agree, at the First Tranche Closing Time.
(b2) At the First Tranche Closing, the Investor Purchaser shall deliver, or cause to be delivered delivered, to the Company:
(ia) Proceeds - the First Tranche Subscription Proceeds, Proceeds in accordance with Section 2.1(b2.1(2);
(iib) Certificate of Status - a certificate of status or equivalent for the Purchaser dated no earlier than one Business Day prior to the First Tranche Closing Date;
(c) Bring Down Certificate - a certificate from a senior duly authorized officer of the Investor Purchaser certifying that the condition conditions set forth in Section 6.3(a5.2(1)(a), Section 5.2(1)(b) has and Section 5.2(1)(d) and have been satisfied;
(iii) the Key Transaction Agreements duly executed by the Investor, and any of its Affiliates that are parties thereto; and
(ivd) such Transaction Agreements - the other documentation Transaction Agreements executed by the Purchaser and/or its applicable Affiliates, as the Company may reasonably request in form and substance satisfactory to each of the Company and the Investor, acting reasonablyapplicable.
(c3) At the First Tranche Closing, the Company shall deliver, or cause to be delivered, to the InvestorPurchaser:
(ia) Certificate of Status - a certificate of good standing (status or equivalent) with respect to equivalent for the Company and each of the Material Company's Subsidiaries issued the dated no earlier than one Business Day prior to the First Tranche Closing Date;
(iib) Bring Down Certificate - 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(aSection 5.2(1)(a) and 6.4(bSection 5.2(1)(b) have been satisfied;
(ivc) a customary legal opinion Transaction Agreements - the other Transaction Agreements executed by the Company and/or its applicable Affiliates, as applicable;
(including customary assumptions, qualifications and reliancesd) dated on or prior to the First Tranche Closing Date addressed to the Investor, in form and substance Shareholder Approval - evidence satisfactory to the Investor and its counselPurchaser, acting reasonably, from counsel to that the Company with respect to corporate and securities matters Shareholders have approved the Transaction Resolutions for the purposes of Canadian law relating to the transactions contemplated by this Agreementall applicable Laws;
(ve) a customary title opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ addressed to DRS Statements - the Investor, DRS statements representing the Subscription Shares registered 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;
(viaccordance with Section 2.1(4) evidence satisfactory to the Investor of the conditional acceptance (which shall be subject only to customary conditions) against payment by the TSX for the listing Purchaser of the First Tranche SharesSubscription Proceeds payable pursuant to Section 2.1(2);
(viif) Transfer Agent Certificate - a certificate from TSX Trust Company, the Company's transfer agent of the Company certifying (A) its appointment as transfer agent and registrar of the Common Shares and (B) agent, confirming the issued and outstanding Common Shares of the Company as at the close of business on the day Business Day immediately prior to the First Tranche Closing Date;
(viii) the First Tranche Shares in electronic format, in a form satisfactory to the Investor, acting reasonably, registered in the name of the Investor or an Affiliate thereof, as designated by the Investor (or as the Investor may otherwise direct, if being issued to be held with an investment dealer) and duly issued by the Company and registered in the share register of the Company in the name of the Investor, or any such Affiliate or other nominee, as applicable;
(ix) the Key Transaction Agreements duly executed by the Company and any of its Subsidiaries that are parties thereto;
(x) a copy of all Material Project Authorizations and Material Contracts, as such terms are defined in the Credit Agreement, that have been entered into by the First Tranche Closing Date, as applicable;
(xi) a copy of the Anti-Corruption Policy, as defined in the Credit Agreement; and
(xii) such other documentation as the Investor may reasonably request in form and substance satisfactory to each of the Company and the Investor, acting reasonably.
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