First Note Closing Date definition
Examples of First Note Closing Date in a sentence
In the event of a Subsequent Closing: (i) the sale of the Notes and the Warrants at the Subsequent Closing shall be made on the terms and conditions set forth in this Agreement; (ii) the representations and warranties of the Issuer set forth in Clause 3.1 hereof shall speak as of each Subsequent Closing Date; and (iii) the representations and warranties of the Investor in Clause 3.2 hereof shall speak only as of the First Note Closing Date.
For purposes of Section 856(h)(3) of the Code, AIP hereby represents that at any time during the shorter of (i) the two-year period ending immediately prior to the First Note Closing Date (as defined in the Purchase Agreements) or (ii) the period during which AIP was in existence, to the best of AIP's knowledge, no "qualified trust" has held, directly or indirectly, more than 10% of the interests in the Company.
Such Initial Shelf Registration Statement shall register the offering of Initial Shelf Registrable Securities issued or issuable upon conversion of the Note sold on the First Note Closing Date.
If on the First Note Closing Date any of the conditions specified in Sections 7.1 or 7.2 shall not have been fulfilled, each Investor shall, at its election, be relieved of all of its obligations under this Agreement without thereby waiving any other rights it may have by reason of such failure or such nonfulfillment.