At the First Closing Sample Clauses
At the First Closing. (a) Payment of the Common Stock, pursuant to Article 2;
(b) the First Invoice Payment;
(c) a Bixx xf Sale in the form attached hereto as Exhibit 6.2(a), dated the applicable Closing Date, executed by Buyer;
(d) a copy of the executed Employment Agreement between Buyer and Brxxx Xxx xn the form attached hereto as Exhibit C;
(e) all other documents as the Seller may reasonably request to facilitate the consummation of the transactions contemplated herein; and
(f) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by Buyer at such Closing.
At the First Closing. (as defined below), the Initial Lender shall extend to the Company a loan in an aggregate amount of $2,900,000 (the “Initial Principal”).
At the First Closing. (a) The Company shall deliver, or cause to be delivered, to each Purchaser:
(i) A copy of a good standing certificate for each of the Company, CAC, Intermediate and EPL, from their respective jurisdictions of formation or organization, as applicable, dated not more than five (5) Business Days prior to the First Closing Date.
(ii) A certificate, duly executed by an authorized officer of the Managing Member (as such term is defined in the Existing Operating Agreement) of the Company, dated the First Closing Date, certifying that the conditions specified in Section 9.4.1(b) have been fulfilled.
(iii) A certificate, duly executed by an authorized officer of each of CAC, Intermediate and EPL, dated the First Closing Date, certifying that the conditions specified in Section 9.4.1(a) and (c) have been fulfilled.
(iv) A certificate of a duly authorized officer of the Managing Member of the Company, and of each of CAC, Intermediate and EPL, as to the incumbency and authority of the person or persons signing this Agreement or any other agreements, documents, instruments and writings required to be delivered bythe Company, CAC or EPL pursuant to this Agreement.
(v) The equity commitment fee set forth opposite such Purchaser’s name on Schedule Iattached hereto, which shall be paid to Fxxxxxx Xxxxxx & Co. V, L.P.
(b) Each Purchaser shall deliver, or cause to be delivered, to the Company:
(i) The cash amount to be delivered by such Purchaser to the Company for the First Closing pursuant to Section 3.1.
(ii) A certificate, duly executed by an authorized officer (including ofthe managing member or general partner) of such Purchaser, dated the First Closing Date, certifying that the conditions specified in Section 9.3(a) have been fulfilled.
(iii) A certificate duly executed by an authorized officer (including of the managing member or general partner) of such Purchaser as to the incumbency and authority of the person or persons signing this Agreement or any other agreements, documents, instruments and writings required to be delivered by such Purchaser pursuant to this Agreement.
(c) CAC shall issue to the Company 409,090.91 shares of its common stock, par value $0.01 per share, in exchange for a capital contribution by the Company to CAC in the amount of $45,000,000.
At the First Closing. (1) Each Seller then a party to this Agreement shall deliver to B.P.Y.A. 863 Holdings Ltd., as custodian for Sellers (the Custodian), (i) if stock, the
(1) providing that all rights are assigned to Westbeach for cancellation and conveying good and marketable title as provided in Paragraph 2.2 (Transfer Documentation), and (ii) if a Significant Shareholder, the various certificates and documents described in Paragraphs 7.3.e., k. and o.
At the First Closing. (i) A Bixx xf Sale for the First Closing Assets in the form attached hereto as Exhibit 6.2(a), dated as of the First Closing Date, executed by the Seller;
(ii) an officer’s certificate of a duly authorized officer of the Seller, in a form approved in advance by Buyer (such approval not to be unreasonably withheld), dated as of the applicable Closing Date and executed by such officer, certifying (1) that attached thereto is a true, correct and complete certified copy of the Organizational Documents of the Seller, in each case as are then in full force and effect, (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and each Ancillary Document of the Seller and the transactions contemplated herein and therein, in each case as are then in full force and effect (such certificate, the “Officer’s Certificate”), and (3) that the representations and warranties of Seller set forth in Article 3 remain accurate and complete;
(iii) each Consent, each dated on or before the applicable Closing Date and in a form reasonably satisfactory to Buyer;
(iv) a good standing certificate, dated within 10 Business Days before the First Closing Date, from the Secretary of State of the State of Delaware stating that the Seller is in good standing therein;
(v) to the extent not already provided, a written Contract with the Seller that assigns to the Seller all rights to all inventions, improvements, discoveries and information relating to the Seller from each former and current Employee and each Person (including any independent contractor) that has developed or is developing intellectual property for the Business;
(vi) all other documents as Buyer may reasonably request to facilitate the consummation of the transactions contemplated herein; and
(vii) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by the Seller at such Closing.
At the First Closing. On or before the date of the First Closing, the Buyer shall deliver to the Escrow Agent, unless otherwise stated, three (3) fully executed originals of each of the following documents: (I) the Securities Purchase Agreement, (II) the Registration Rights Agreement of even date herewith between the Company and the Buyer, (III) this Agreement; and (IV) the full purchase price for the Series D Preferred and the Warrant being purchased at the First Closing, via wire transfer to the Escrow Account.
At the First Closing. On the date of the First Closing, the Company shall deliver to the Escrow Agent, unless otherwise stated, three (3) fully executed (by the authorized officer(s) of the Company) originals (except for the certificates representing the Series D Shares and the Warrant) of each of the following documents: (I) the Securities Purchase Agreement, (II) the Registration Rights Agreement of even date herewith between the Company and the Buyer, (III) a certificate or certificates representing the Series D Shares and Warrants being purchased by the Buyer at the First Closing; (IV) the executed original Legal Opinion (Exhibit F to the Securities Purchase Agreement) along with one (1) copy thereof; and (VI) this Agreement.
At the First Closing the Parties shall provide that a report to the Israeli Registrar of the Companies ready for immediate filing in a mutually agreeable form, contemplating the transfer of 490,000 ordinary shares of JV Ltd. from Saifun to Infineon is executed.
At the First Closing a. the Company shall have delivered the up-to-date shareholders’ register of the Company to the Notary;
b. the Parties shall have delivered to the Notary powers of attorney duly executed by them, and to the extent required by the Notary, legalized and apostilled and accompanied by an authority statement, in each case authorizing their respective representatives or the Notary to attend to and execute the Deed of Issue I;
c. the Company’s shareholders shall have provided to the Notary an executed written resolution of the General Meeting of the Company:
i. to approve the Investment and that the Company enters into the Shareholders Agreement and all documents referred to therein or ancillary thereto;
ii. to issue the First Tranche Shares;
iii. to amend and restate the Articles in accordance with the deed of amendment of the Articles attached as Schedule 6 (Articles of Association);
iv. to waive any pre-emptive rights or rights of first refusal of the shareholders of the Company in connection with the issuance of the Subscriber Shares; and
v. to amend the Company’s 2016 Equity Incentive Plan, as amended and restated from time to time, to, among other things, increase the option pool to 10% of the Company’s fully diluted capitalization following the First Closing, or 1,502,569 Ordinary Shares;
vi. to appoint Xx. Xxxxx as Executive Director; and
vii. to delegate full power and authority to the Board to approve the issue of the Milestone Tranche Shares and to exclude or limit the pre-emptive rights thereon and to otherwise take all actions necessary and appropriate to carry out the Milestone Closing, the “Shareholders Resolution”;
d. the Parties shall have executed the Shareholders Agreement (attached as Schedule 4 (Shareholders Agreement));
e. the Company shall have entered into indemnification agreements with the members of the Board in form reasonably satisfactory to the Subscribers; and subject to the Notary having received all documents required by him, at the First Closing Date:
f. the Parties shall instruct the Notary to proceed with the First Closing in accordance with the notary letter;
g. the Notary shall execute the deed of amendment of the Articles of Association of the Company so that the Articles of Association will be in the form as set out in Schedule 6 (Articles of Association);
h. the First Tranche Shares shall be issued to the Subscribers through the execution of the Deed of Issue I by the Notary;
i. the Company shall register the issue of the ...
At the First Closing. The Company's obligation to issue and sell the Securities at each Closing is subject to satisfaction, at or prior to the First Closing Date, of the following conditions: