Non Delivery C15.1 Where the Goods, having been placed in transit, fail to be delivered to the Authority on the due date for delivery, the Authority shall, (provided that the Authority has been advised in writing of the dispatch of the Goods), within ten (10) Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Authority or terminate the Contract in accordance with clause C13.4 (Delivery).
Closing; Delivery The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser or by any combination of such methods.
Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).
Overnight Delivery When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Closing Date Delivery 2 2.1 First Closing Date..............................................2 2.2 Second Closing Date.............................................2 2.3
Late Delivery Supplier shall give DXC prompt notice of any prospective failure to ship Products or provide Services on the delivery date specified by DXC (the “Delivery Date”).
Service Delivery Grantee shall:
1. Adhere to the Priority Populations for Treatment Programs as stated in the SUD UM Guidelines.
2. Maintain Daily Capacity Management Report in CMBHS as required in the SUD UM Guidelines.
3. Maintain a Waiting List to track all eligible individuals who have been screened but cannot be admitted to SUD treatment immediately.
i. Grantee that has an individual identified as a federal and state priority population on the waiting list shall confirm this in the Daily Capacity Management Report.
ii. Grantee shall arrange for appropriate services in another treatment facility or provide access to interim services as indicated within 48 hours when efforts to refer to other appropriate services are exhausted.
iii. Grantee shall offer directly or through referral interim services to wait-listed individuals.
iv. Establish a wait list that includes priority populations and interim services while awaiting admission to treatment services.
v. Develop a mechanism to maintain contact with individuals awaiting admission.
4. If unable to provide admissions to individuals within Priority Populations for Treatment Programs according to SUD UM Guidelines:
i. Implement written procedures that address maintaining weekly contact with individuals waiting for admissions as well as what referrals are made when a client cannot be admitted for services immediately.
ii. When Grantee cannot admit a client, who is at risk for dangerous for withdrawal, Grantee shall ensure that an emergency medical care provider is notified.
iii. Coordinate with an alternate provider for immediate admission.
iv. Notify Substance Use Disorder (Xxxxxxxxx_Xxx_Xxxxxxxx@xxxx.xxxxx.xx.xx) so that assistance can be provided that ensures immediate admission to other appropriate services and proper coordination when appropriate.
v. Provide pre-admission service coordination to reduce barriers to treatment, enhance motivation, stabilize life situations, and facilitate engagement in treatment.
vi. Adhere to Informed Consent Document for Opioid Use Disorder applicable to the individual as stated in the SUD UM Guidelines.
vii. When an individual is placed on the Wait List, Grantee shall document interim services as referrals that provides applicable testing, counseling, and treatment for Human Immunodeficiency Virus (HIV), tuberculosis (TB) and sexually transmitted infections (STIs).
Purchase, Sale and Delivery of the Securities and the Underwriters' Warrants.
(a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, the number of Firm Shares as set forth opposite its name on Schedule 1 annexed hereto, at a purchase price of between $6.00 and $7.00 per share, less a 10% discount for commissions.
(b) Certificates in definitive form for the Firm Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 48 hours prior to the Firm Closing Date, as hereinafter defined, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase prices therefor by wire transfer of immediately available funds to a bank account specified by the Company. Such delivery of the Firm Securities shall be made at the offices of counsel for the Underwriters, 000 Xxxx Xxxxxx Xxxxx, xxxxx 0000, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York City time on ______ __, 2000 within ten (10) business days from the Effective Date, or at such other place, time or date as the Underwriters and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." The Company will make such certificates for the Firm Securities available for checking and packaging by the Underwriters, at such offices as may be designated by the Underwriters, at least 24 hours prior to the Firm Closing Date. In lieu of physical delivery, the closing may occur by "DTC" delivery.
(c) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriters an option to purchase any or all of the Option Shares, which options are exercisable by the Underwriters on behalf of and for the account of the Underwriters. The purchase price to be paid for any of the Option Shares shall be the same price per share for the Firm Securities set forth above in paragraph (a) of this Section 2. The option granted hereby may be exercised as to all or any part of the Option Shares from time to time within 45 calendar days after the Firm Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Shares prior to the exercise of such option. The Underwriters may, from time to time, exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing), to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Shares. Any such date of delivery shall be determined by the Underwriters but shall not be earlier than two business days or later than three business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Underwriters and the Company may agree upon, is herein called the "Option Closing Date" with respect to such Option Shares. Upon exercise of the option as provided herein, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase from the Company, the Option Shares as to which the Underwriters are then exercising their option. If the option is exercised as to all or any portion of the Option Shares, certificates in definitive form for such Option Shares, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (b) of this Section 2, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (c), to refer to such Option Shares and Option Closing Date, respectively.
(d) On the Firm Closing Date, the Company will further issue and sell to the Representative or, at the direction of the Representative, to bona fide officers of the Representative, for an aggregate purchase price of $100, warrants to purchase Common Stock (the "Underwriters' Warrant") entitling the holders thereof to purchase an aggregate of 100,000 shares of Common Stock for a period of four years, such period to commence on the first anniversary of the Effective Date. The Underwriters' Warrant shall be exercisable at a price equal to 165% of the public offering price of the Common Stock, and shall contain terms and provisions more fully described hereinbelow and as set forth more particularly in the warrant agreement relating to the Underwriters' Warrant to be executed by the Company on the Effective Date (the "Underwriters' Warrant Agreement"), including, but not limited to, (i) customary anti-dilution provisions in the event of stock dividends, stock splits, mergers, sales of all or substantially all of the Company's assets, sales of stock below then prevailing market or exercise prices and other events, and (ii) prohibitions of mergers, consolidations or other reorganizations of or by the Company or the taking by the Company of other action during the five-year period following the Effective Date unless adequate provision is made to preserve, in substance, the rights and powers incidental to the Underwriters' Warrant. As provided in the Underwriters' Warrant Agreement, the Representative may direct that the Underwriters' Warrant be issued in varying amounts directly to bona fide officers and partners of the Representative, the Underwriters and to bona fide officers and partners of the Underwriters and members of the selling group. As further provided, no sale, transfer, assignment, pledge or hypothecation of the Underwriters' Warrant shall be made for a period of 12 months from the Effective Date, except (i) by operation of law or reorganization of the Company, or (ii) to the Underwriters and bona fide partners and officers of the the Representative, the Underwriters and selling group members.
PRICE/DELIVERY Price(s) bid must be the price(s) for new goods, unless otherwise specified. Any bids containing modifying or “escalator” clauses will not be considered unless specifically requested in the bid specifications.
Authentication, Delivery and Dating The Securities shall be executed on behalf of the Company by one of its Chairman of the Board, its President, its Chief Executive Officer, its Chief Financial Officer or one of its Vice Presidents under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee (with or without Guarantees endorsed thereon) for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and make available for delivery such Securities as provided in this Indenture and not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.
