First Closing Clause Samples

First Closing. The First Closing shall have occurred.

First Closing. The First Closing shall be for an aggregate Subscription Amount of $14,025,000 and shall occur within 5 Trading Days of the date hereof.

First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Units set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the “First Closing”). The date of the First Closing is hereinafter referred to as the “First Closing Date.”

First Closing. (a) Conditions Precedent to the Obligation of the Company to Sell the Preferred Stock at the First Closing. The obligation of the Company to sell the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to each Purchaser) by the Company, on the First Closing Date, of each of the following conditions: (i) Accuracy of the Purchasers' Representations and Warranties. The representations and warranties of each Purchaser set forth in this Agreement shall be true and correct in all material respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date; (ii) Performance by the Purchasers. Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the First Closing Date (including payment of such Purchaser's purchase price); and (iii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated, endorsed or threatened or shall be pending by or before any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents. (b) Conditions Precedent to the Obligation of the Purchasers to Purchase the Preferred Stock at the First Closing. The obligation of each Purchaser to acquire and pay for the Preferred Stock at the First Closing is subject to the satisfaction or waiver (with prior written notice to the Company and each other Purchaser) by such Purchaser, on the First Closing Date, of each of the following conditions: (i) Accuracy of the Company's Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in each of the Transaction Documents shall be true and correct in all respects as of the date when made (except for representations and warranties that speak as of a specific date) and as of the First Closing Date; (ii) Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to t...

First Closing. The First Closing of the purchase and sale of the First Note in an aggregate principal amount of Two Hundred Seventy-Five Thousand and No/100 United States Dollars (US$275,000.00) for an aggregate purchase price of Two Hundred Fifty Thousand and No/100 United States Dollars (US$250,000.00), shall take place on the Execution Date, subject to satisfaction of the conditions to the First Closing set forth in this Agreement (the “First Closing Date”). Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, in respect of the First Closing Date, Buyer shall purchase a First Note in the principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyer attached hereto for a purchase price set forth opposite such Buyer’s name in column (4) on the Schedule of Buyer hereto. Additional Closings of the purchase and sale of the Note shall be at such times and for such amounts as determined in accordance with Section 1(d) below, subject to satisfaction of the conditions to the Additional Closings set forth in this Agreement (the “Additional Closing Dates”, collectively, with the First Closing Date, referred to as the “Closing Dates” and each a “Closing Date”). The Closings shall occur on the respective Closing Dates through the use of overnight mails and subject to customary escrow instructions from Buyer and their respective counsel, or in such other manner as is mutually agreed to by the Company and the Buyer.

First Closing. On the First Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $2,133,333.33 in principal amount of the Debentures. Each Purchaser shall deliver to the Company via wire transfer or a certified check of immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the First Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.

First Closing. (i) The closing of the transactions contemplated by clause (i) of Section 2.1 (the “First Closing”) shall take place remotely via the electronic exchange of closing deliveries (i) on the day that is two (2) Business Days after the date on which the last of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than any such conditions that by their terms are not capable of being satisfied until the First Closing Date, but subject to the satisfaction or waiver of those conditions) is satisfied or, when permissible, waived by the Party for whose benefit such conditions exist; or (ii) on such other date or at such other time or place as the Parties may mutually agree upon in writing (such date, the “First Closing Date”). The First Closing shall be effective for all purposes at 12:01 a.m. central time on the First Closing Date. (ii) At the First Closing, the Company shall deliver, or cause to be delivered, to Buyer the following: (A) evidence of resignations or removals, effective as of the First Closing, of each of the directors, managers and officers of the First Closing Acquired Entities with respect to whom Buyer has delivered written notice requesting resignation or removal at least five (5) Business Day prior to the First Closing; (B) a duly executed FIRPTA Certificate and IRS Form W-9 by the Company, in each case, in a form reasonably acceptable to Buyer; provided that Buyer’s sole right if the Company fails to provide such FIRPTA Certificate or IRS Form W-9 shall be to make an appropriate withholding under Sections 1445 or 1446(f) of the Code, as applicable; and (C) (1) the Assignment and Assumption Agreement, duly executed by the Company, (2) an equity interest transfer power, duly executed by the Company with respect to the Company’s First Closing Interests, and (3) the Transition Services Agreement, duly executed by Crestwood. (iii) At the First Closing, each Seller shall deliver, or cause to be delivered, to Buyer, with respect to such Seller, the certificate referred to in Section 7.3(d). (iv) At the First Closing, Buyer shall deliver, or cause to be delivered, to the Company and the Sellers the following: (1) the Assignment and Assumption Agreement, duly executed by Buyer, and (2) the Transition Services Agreement, duly executed by Buyer; (B) the First Closing Preliminary Purchase Price, in accordance with Section 2.2; and (C) the certificate referred to in Section 7.2(c).

First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Notes set forth on the signature pages attached hereto provided that that Investors shall subscribe in an aggregate no less than the Minimum Amount of Notes (the “First Closing”). The date of the First Closing is hereinafter referred to as the “First Closing Date.” Notwithstanding anything to the contrary in this Agreement, a maximum of 1,000 Notes may be issued and sold at the First Closing.

First Closing. The first closing of the offer and sale of the Securities (the “First Closing”) shall occur at 10:00 am (New York City time) at the offices of S▇▇▇▇▇▇▇ & Worcester LLP, 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the first (1st) Trading Day on which the conditions to the First Closing set forth in Section 2.3 hereof are satisfied or waived in writing as provided elsewhere herein, or on such other date and time as agreed to by the Company and the Purchaser (the “First Closing Date”).