Common use of Additional Agreements and Closing Deliveries Clause in Contracts

Additional Agreements and Closing Deliveries. (a) On February 24, 1998, the Company and Buyer entered into a registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in the form attached as Exhibit C (the "Contingent Value Right Agreement"). (b) In addition to the other things required to be done hereby, at each Closing, the Company shall deliver, or cause to be delivered, to Buyer the following: (i) certificates representing the number of shares of Company Common Stock to be issued and delivered at such Closing, free and clear of all Liens, with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second Closing, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, and (v) such other instruments reasonably requested by Buyer, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, and (iii) such other instruments reasonably requested by the Company, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24Concurrently with the execution of this Agreement, 1998(i) the Company, Buyer and the Company and Buyer entered Advancing Party shall enter into a registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), (ii) the Company, Buyer and the Advancing Party shall enter into a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in (iii) Buyer shall have entered into the form attached as Exhibit C (the "Contingent Value Right Agreement")Voting Agreements with Xxxx X. Xxxxxxxx, Xxxx X. Booty, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx-Xxxxx among other persons. (b) In addition to the other things required to be done hereby, at each Closing, Closing the Company shall deliver, deliver or cause to be delivered, delivered to Buyer the following: (i) certificates representing the number of shares of Company Common Stock to be issued and delivered at such Closing, free and clear of all LiensLiens (unless created by Buyer or any of its Affiliates), with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a7.3(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c7.3(d), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second Closing, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, Closing and (v) such other instruments reasonably requested by Buyer, Buyer as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, Closing and (iii) such other instruments reasonably requested by the Company, Company as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24At the Initial Closing, 1998and as a condition to the parties' obligations hereunder to effect the transactions contemplated hereby at the Closing, the Company and Buyer entered shall enter into a registration rights agreement substantially that is satisfactory in form and substance to the form attached as Exhibit A Buyer (the "Registration Rights Agreement"), a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in the form attached as Exhibit C (the "Contingent Value Right Agreement"). (b) In addition to the other things required to be done hereby, at each Closing, the Company shall deliver, or cause to be delivered, to Buyer the following: (i) certificates representing the number of shares of Company Common Preferred Stock to be issued and delivered at such Closing, free and clear of all Liensliens (unless created by Buyer or any of its Affiliates), with all necessary share stock transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, and by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closingsall Closing, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c)7.1, as to the Initial Closing only, and pursuant to Section 7.2(c)7.2, as to the Second Closingall Closings, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, and (v) such other instruments reasonably requested by Buyer, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, to the effect that the "Conditions to Sale" as contemplated by Section 7.4(a)7.3(a) shall have been satisfied, (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, and (iii) such other instruments reasonably requested by the Company, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24Concurrently with the execution of this Agreement, 1998(i) the Company, Buyer and the Company Advancing Party shall enter into an amended and Buyer entered into a restated registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), a (ii) the Company, Buyer and the Advancing Party shall enter into an amended and restated stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in the form attached as Exhibit C (iii) Buyer shall have entered into amended and restated voting agreements with Xxxx X. Booty, Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx-Xxxxx among other persons (the "Contingent Value Right AgreementVoting Agreements"). (b) In addition to the other things required to be done hereby, at each Closing, the Closing the Company shall deliver, deliver or cause to be delivered, delivered to Buyer the following: (i) certificates representing the number of shares of Company Common Stock Notes pursuant to be issued and delivered at such Closing, free and clear of all Liens, with all necessary share transfer and other documentary stamps attachedthe Indenture, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second Closing, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, the Closing and (viii) such other instruments reasonably requested by Buyer, Buyer as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each the Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, the Closing and (iiiii) such other instruments reasonably requested by the Company, Company as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24Concurrently with the execution of this Agreement, 1998(i) the Company, Buyer and the Company and Buyer entered Advancing Party shall enter into a registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), (ii) the Company, Buyer and the Advancing Party shall enter into a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in (iii) Buyer shall have entered into the form attached as Exhibit C (the "Contingent Value Right Agreement")Voting Agreements with Gary X. Xxxxxxxx, Xxhn X. Xxxty, Davix X. Xxxxxxx, Xxahxx X. Xxxxxx-Xxxxx xxxng other persons. (b) In addition to the other things required to be done hereby, at each Closing, Closing the Company shall deliver, deliver or cause to be delivered, delivered to Buyer the following: (i) certificates representing the number of shares of Company Common Stock to be issued and delivered at such Closing, free and clear of all LiensLiens (unless created by Buyer or any of its Affiliates), with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a7.3(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c7.3(d), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second Closing, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, Closing and (v) such other instruments reasonably requested by Buyer, Buyer as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, Closing and (iii) such other instruments reasonably requested by the Company, Company as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24, 1998At the Closing, the Company Company, each Buyer and Buyer entered certain other investors shall enter into a an amended and restated registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in the form attached as Exhibit C (the "Contingent Value Right Registration Rights Agreement"). (b) In addition to the other things required to be done hereby, at each the Closing, the Company shall deliver, or cause to be delivered, to each Buyer the following: (i) certificates a certificate representing the number of shares Purchased Shares and a certificate representing the number of Company Common Stock Purchased Warrants to be issued and delivered to such Buyer at such the Closing, free and clear of all Liens, with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second ClosingArticle VII, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to such Buyer at or prior to each the Closing, and (v) such other instruments reasonably requested by such Buyer, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of its portion of the Purchase Price and the other things required to be done hereby, at each the Closing, each Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a7.2(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closingsuch Buyer, and (iii) such other instruments reasonably requested by the Company, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24, 1998the date of this Agreement, the Company and Buyer entered shall enter into a registration rights agreement substantially in the form attached as Exhibit A (the "Registration Rights Agreement"), a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right agreement substantially in the form attached as Exhibit C (the "Contingent Value Right Agreement"). (b) In addition to the other things required to be done hereby, at each Closing, the Company shall deliver, or cause to be delivered, to Buyer the following: (i) certificates representing the number of shares of Company Common Stock to be issued and delivered at such Closing, free and clear of all Liens, with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, by Section 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closings, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second Closing, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to each Closing, and (v) such other instruments reasonably requested by Buyer, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of the Purchase Price and the other things required to be done hereby, at each Closing, Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closing, and (iii) such other instruments reasonably requested by the Company, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.

Additional Agreements and Closing Deliveries. (a) On February 24At the Initial Closing the Company, 1998, the Company each Buyer and Buyer entered Glen X. Xxxxxx xxxll enter into a registration rights agreement substantially in the form attached as Exhibit A B (the "Registration Rights Agreement"), and each Buyer and Glen X. Xxxxxx xxxll enter into a stockholders agreement substantially in the form attached as Exhibit B (the "Stockholders Agreement") and a contingent value right voting agreement substantially in the form attached as Exhibit C (the "Contingent Value Right Voting Agreement"). (b) In addition to the other things required to be done hereby, at each Closing, the Company shall deliver, or cause to be delivered, to each Buyer the following: (i) certificates a certificate representing the number of shares Purchased Shares and a certificate representing the number of Company Common Stock Purchased Warrants to be issued and delivered to such Buyer at such Closing, free and clear of all Liens, with all necessary share transfer and other documentary stamps attached, (ii) a certificate, dated the relevant appropriate Closing Date and validly executed on behalf of the Company, as contemplated by Section 7.1(a), as to the Initial Closing only, by Section or 7.2(a), as to the Second Closing only, and by Section 7.3(a) as to other Subsequent Closingsappropriate, (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1(c), as to the Initial Closing only, and pursuant to Section 7.2(c), as to the Second ClosingArticle VII, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to such Buyer at or prior to each such Closing, and (v) such other instruments reasonably requested by such Buyer, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement. (c) In addition to the delivery of its portion of the Purchase Price and the other things required to be done hereby, at each Closing, each Buyer shall deliver, or cause to be delivered, to the Company the following: (i) a certificate, dated the relevant Closing Date and validly executed by Buyer, as contemplated by Section 7.4(a7.3(a), (ii) if not previously delivered to the Company, all other certificates, documents, instruments and writings required pursuant hereto to be delivered by or on behalf of Buyer at or before each Closingsuch Buyer, and (iii) such other instruments reasonably requested by the Company, as may be necessary or appropriate to confirm or carry out the provisions of this Agreement.