Buyer’s Actions and Deliveries. In consideration for the transfer of the Acquired Assets, and in accordance with and pursuant to the terms and conditions of each [Local Transfer Agreement], Buyer Parent shall (i) pay, or cause to be paid, the Cash Consideration, as adjusted by the Estimated Cash Consideration Adjustment Amount, to Seller Parent by a wire transfer of immediately available funds in accordance with written instructions provided by Seller Parent at least five (5) Business Days prior to the Closing Date, (ii) issue to Seller Parent (or its designee) the Stock Consideration and (iii) execute and deliver, or cause to be executed and delivered, to Seller Parent (and/or to such Affiliates of Seller Parent as instructed by Seller Parent in writing to Buyer Parent prior to the Closing Date) the Ancillary Agreements that call for a Buyer’s signature and (iv) deliver a general release and discharge from the Buyer Group, executed and delivered to Seller Parent, in agreed form, releasing and discharging, to the extent the applicable member of the Transferred Group would be permitted to do so under applicable Law, each past and present director or officer of each member of the Transferred Group and their Subsidiaries from any and all Liability to the Buyer Group in connection with or arising out of any act or omission of any such director or officer acting in his or her capacity as such, at or prior to the Closing; provided that there shall be no release or discharge for criminal acts.
Buyer’s Actions and Deliveries. In consideration for the transfer of the Acquired Assets, and in accordance with and pursuant to the terms and conditions of this Agreement, at the Closing, Buyer shall:
(i) pay, or cause to be paid, the Closing Payment to Seller Parent by wire transfer of immediately available funds or delivery of book-entry shares, as applicable, in accordance with written instructions provided by Seller Parent at least two (2) Business Days in advance of the Closing Date;
(ii) execute and deliver, or cause to be executed and delivered, to Seller Parent (and/or to such Affiliates of Seller Parent as instructed by Seller Parent in writing to Buyer prior to the Closing Date) the Ancillary Agreements that call for Buyer’s signature;
(iii) pay, or cause to be paid, the Final Ticking Fee to Seller Parent by wire transfer of immediately available funds in accordance with written instructions provided by Seller Parent at least two (2) Business Days in advance of the Closing Date;
(iv) execute and deliver to Seller Parent a cross-receipt for the Acquired Assets; and
(v) execute and deliver, or cause to be executed and delivered, to Seller Parent such other documents as Seller Parent may reasonably request and that Buyer agrees are reasonably necessary to consummate the Transactions.
Buyer’s Actions and Deliveries. Buyer shall deliver or cause to be delivered to Seller:
(i) the Upfront Payment in full by wire transfer of immediately available funds directly to the Seller Account;
(ii) executed counterparts of each of the following:
(A) Asset Transfer Documentation providing for the transfer to Buyer of the First Closing Date Purchased Assets and the assumption by Buyer of the First Closing Date Assumed Liabilities;
(B) all such filings and submissions of Buyer to the FDA, duly executed by Buyer, as are necessary to transfer Seller’s rights with respect to Regulatory Approvals and Regulatory Filings included in the First Closing Date Purchased Assets, including in accordance with 21 CFR 314.72 from Seller to Buyer;
(C) the Supply Agreement;
(D) the License Agreement; and
(E) the Investor’s Rights Agreement; and
(iii) complete and accurate copies of the following documents:
(A) certificates of good standing of each of Buyer and Parent from the Secretary of State of Delaware and Nevada, respectively, as of a date reasonably close to (and in no event more than five (5) days prior to) the First Closing Date;
(B) resolutions of the board of directors of each of Buyer and Parent authorizing the execution and delivery by Buyer and Parent of this Agreement, the Other Agreements to which Buyer will be a party and all other instruments and documents to be delivered by Buyer in connection herewith and the consummation by Buyer of the Transactions, as applicable, certified by the Secretary of Buyer; and
(C) certificates from the Secretary of each of Buyer and Parent as to the incumbency and signatures of its officers who will execute documents at the First Closing or who have executed this Agreement.
Buyer’s Actions and Deliveries. Buyer shall deliver or cause to be delivered to Seller all such filings and submissions of Buyer to the FDA, duly executed by Buyer, as are necessary to transfer Seller’s rights with respect to the PTB NDA or the PTB Supplemental NDA, as applicable, in accordance with 21 CFR 314.72 from Seller to Buyer.
Buyer’s Actions and Deliveries. Buyer Parent shall execute and deliver, or cause to be executed and delivered, to Seller Parent (and/or to such Affiliates of Seller Parent as instructed by Seller Parent in writing to Buyer Parent prior to the Closing Date) the Ancillary Agreements that call for a Buyer’s signature, to the extent not signed prior to the Closing Date.
Buyer’s Actions and Deliveries. In consideration for the transfer of the Acquired Assets, and in accordance with and pursuant to the terms and conditions of this Agreement, at the Closing, Buyer (and/or one or more of its designated Subsidiaries) shall:
(i) pay, or cause to be paid, the Closing Payment to Seller Parent by wire transfer of immediately available funds in accordance with written instructions provided by Seller Parent at least three (3) Business Days prior to the Closing Date;
(ii) execute and deliver, or cause to be executed and delivered, to Seller Parent (and/or to such Affiliates of Seller Parent as instructed by Seller Parent in writing to Buyer prior to the Closing Date) the Ancillary Agreements that call for Buyer’s signature; and
(iii) execute and deliver, or cause to be executed and delivered, to Seller Parent such other documents as Seller Parent may reasonably request and are reasonably necessary to consummate the Transactions.
Buyer’s Actions and Deliveries. In consideration for the transfer of the Closing Assets, Buyer shall: (i) at the Closing pay to Seller the Purchase Price by a wire transfer of immediately available funds, in accordance with written instructions provided by Seller to Buyer at least two (2) Business Days prior to the Closing Date; and (ii) execute and deliver to Seller the Assignment and Assumption Agreement, whereby Buyer assumes the Assumed Liabilities. In addition, Buyer shall deliver to Seller a duly executed copy of each Other Agreement.
Buyer’s Actions and Deliveries. Buyer shall deliver or cause to be delivered to Seller:
(i) such amount representing the Cash Purchase Price owing by Buyer to Seller;
(ii) executed counterparts of each of the Other Agreements to which it is a party;
(iii) all such filings and submissions of Buyer to the FDA, duly executed by Buyer, as are necessary in connection with the transfer of the rights to the Registrations from Seller to Buyer, to the extent so transferable,
(iv) a certificate of a duly authorized officer of Buyer certifying as to the matters set forth in Sections 7.3(a) and (b);
(v) a complete and accurate copy of the certificate of existence or good standing of Buyer from the Secretary of State of the State of Delaware, as of a date reasonably close to the Closing Date; and
(vi) such other documents and instruments as may be reasonably necessary to effect or evidence the Transactions.
Buyer’s Actions and Deliveries. In consideration for the transfer of the Acquired Assets, Buyer shall: (i) pay to Seller the Purchase Price by wire transfer of immediately available funds in accordance with the provisions of Section 3.1 and Section 4.2; and (ii) execute and deliver to Seller the Other Agreements. As soon as practicable following the Closing Date, Buyer shall deliver to Seller for execution such other Transfer Documents as are reasonably necessary to transfer to Buyer good and valid title to the Patents and the Marks.
Buyer’s Actions and Deliveries. Buyer shall:
(i) issue to Seller the Buyer Shares to be issued at Closing under the Share Purchase Agreement;
(ii) pay, or cause to be paid, the Estimated Inventory Value to Seller by wire transfer of immediately available funds in accordance with written instructions provided by Seller not less than three (3) Business Days prior to the Closing Date; and
(iii) execute and deliver, or cause to be executed and delivered, to Seller (or to such Affiliates of Seller as instructed by Seller in writing to Buyer prior to the Closing Date) the Ancillary Agreements that call for Buyer’s signature.
