Common use of Closing and Closing Deliveries Clause in Contracts

Closing and Closing Deliveries. The closing of the Exchange Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., local time, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties hereto. At the Closing: (a) the Company shall: (i) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Second Lien Notes representing the aggregate principal amount of Second Lien Notes issuable to such Noteholder as determined pursuant to Section 1; (ii) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Common Stock representing the aggregate number of Shares issuable to such Noteholder as determined pursuant to Section 1; (iii) pay to each Noteholder, by wire transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5) Business Days prior to the Closing, the Cash Payment payable to such Noteholder as determined pursuant to Section 1; (iv) deliver to the Noteholders a counterpart of the registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit D duly executed by the Company; (v) deliver to TRT a counterpart of the TRT Governance Agreement duly executed by the Company; and (vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation: (A) customary closing and security documentation, including but not limited to: (I) executed copies of each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA, certificates representing the capital stock pledged pursuant to the Security Documents, accompanied by undated stock powers executed in blank, or evidence that such certificates and related stock powers were delivered to the First Lien Agent, (ii) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporation, and (iii) completed lien searches, dated on or as of a recent date before the Closing, listing all effective financing statements filed in the relevant jurisdictions of each Obligor’s jurisdiction of incorporation and any other jurisdictions reasonably requested by the Noteholders that name any Obligor as debtor, together with copies of such financing statements, and not evidencing any liens not permitted by the Note Documents and (II) executed mortgages and deeds of trust, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles, covering the value of the oil and gas properties required to be pledged as described under the section entitled “Ranking and Collateral” as set forth in the Term Sheet; (B) (I) customary certificates from each of the Obligors, including, without limitation, a solvency certificate from the chief financial officer of the Company in the form attached as Exhibit G hereto, (II) a certificate (or certificates) of the due formation, valid existence and good standing of each Obligor in its state of organization, issued by the appropriate authorities of such jurisdiction, (III) customary legal opinions reasonably requested by the transfer agent for the Common Stock (the “Transfer Agent”) or the Trustee (including customary perfection opinions and local counsel opinion forms for mortgages), in each case in form and substance reasonably satisfactory to the Transfer Agent, the Trustee and the Noteholders’ counsel, (IV) certificates or binders evidencing insurance for each of the Obligors in effect on the Closing in form and substance reasonably satisfactory to the Trustee and the Noteholders and (V) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five (5) Business Days prior to the Closing; (C) a consent of the lenders under the Credit Facility (and/or amendment to the terms thereof) to permit the Exchange Transaction and to waive any mandatory prepayment which would be triggered by the Equity Raise, which consent shall be in form and substance reasonably satisfactory to the Noteholders and their counsel (the “Credit Facility Consent”); and (D) evidence reasonably satisfactory to the Noteholders that a minimum of $156.0 million of total value has been funded, or closed in the case of contributions of assets, pursuant to (and in accordance with) the Equity Raise (including the up to $40.0 million of Common Stock subscriptions pursuant to the Subscription Agreements). (b) the Noteholders shall: (i) effect by book entry, in accordance with the applicable procedures of The Depository Trust Company, the delivery to the Company (or its trustee or designee) of all of the Existing Notes set forth opposite the relevant Noteholder’s name on Schedule A attached hereto and all other documents and instruments reasonably requested by the Company to effect the transfer of the Existing Notes to the Company; (ii) deliver to the Company a counterpart of the TRT Governance Agreement duly executed by TRT; and (iii) deliver to the Company a counterpart of the Registration Rights Agreement duly executed by each Noteholder.

Closing and Closing Deliveries. (a) The closing of the Exchange Transaction in connection with this Agreement (the “Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., local time, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties hereto. At the Closing: (a) the Company shall: (i) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less later than five (5) Business Days prior to following the Closingdate of the execution and delivery of this Agreement and the other Transaction Documents (the “Closing Date”) at a mutually agreeable place and time; provided, Second Lien Notes representing that unless otherwise agreed by the aggregate principal amount Parties, the Closing and the Closing Date shall not be later than July 31, 2009. Alternatively, the Parties may, by mutual consent, forego a formal closing, and consummate the transactions contemplated by this Agreement by email and pdf or facsimile signatures on Transaction Documents. (b) On the Closing Date, the applicable Party or Parties set forth below shall make the following Closing deliveries. (i) The Borrower shall provide the Lenders with evidence of Second Lien Notes issuable to such Noteholder as determined pursuant to Section 1filing of the Certificate of Amendment with the Secretary of State of the State of Delaware; (ii) deliver The Borrower shall provide the Lenders with the written consent in the form of Exhibit H annexed hereto and made a part hereof (the “Majority Stockholders’ Consent”) duly executed and delivered by each of the stockholders of the Borrower set forth below (the “Majority Stockholders”), pursuant to each Noteholder’s custodian by means which, inter alia, such Majority Stockholders shall have consented to this Agreement, all of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior the Transaction Documents and the Certificate of Amendment to the Closing, Certificate of Incorporation of the Borrower. Such Majority Stockholders and the number of shares of Class A Common Stock representing the aggregate number owned of Shares issuable to such Noteholder as determined pursuant to Section 1;record by each of them are: Xxxxxx Xxxxx 5,429,515 Xxxxx Xxxx 5,429,515 MKL Consulting Ltd. 4,343,612 Global Asset Fund 2,171,806 Nat Prov Holdings Ltd. 2,171,806 FYV Consulting Inc. 1,700,000 Orvius Corporation 1,700,000 IP Global Ltd. 1,700,000 Devermont Communications Ltd. 1,700,000 26,346,254 shares (iii) pay The Borrower shall have duly executed and delivered to each Noteholder, the Lenders or its designee identified by wire transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5Lender(s) Business Days in writing prior to the ClosingClosing Date (A) the Note, (B) the Cash Payment payable to such Noteholder as determined pursuant to Section 1;Borrowing Report for the Closing Date Advance, (C) the Purchase Option, (D) the Stock Purchase, Redemption and Option Agreement, and (E) the Warrant. (iv) deliver Each of the Subsidiaries (other than AdvisorShares) shall have executed and delivered to the Noteholders a counterpart of Lenders the registration rights agreement (the “Registration Rights Guaranty Agreement”) in the form attached hereto as Exhibit D duly executed by the Company;. (v) deliver to TRT a counterpart of the TRT Governance Agreement duly executed by the Company; and (vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation: The Lenders shall have (A) customary closing and security documentation, including but not limited to: (I) executed copies funded the $110,000 balance of each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA, certificates representing the capital stock pledged pursuant to the Security Documents, accompanied by undated stock powers executed in blank, or evidence that such certificates and related stock powers were delivered to the First Lien Agent, (ii) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporationClosing Date Advance, and (iiiB) completed lien searches, dated on or as of a recent date before paid the Closing, listing all effective financing statements filed in the relevant jurisdictions of each Obligor’s jurisdiction of incorporation and any other jurisdictions reasonably requested by the Noteholders that name any Obligor as debtor, together with copies of such financing statements, and not evidencing any liens not permitted by the Note Documents and (II) executed mortgages and deeds of trust, in each case in form and substance reasonably satisfactory purchase price to the Trustee and Founders for the Noteholders and subject to the Documentation Principles, covering the value of the oil and gas properties required to be pledged as described 2,000,000 Founders shares being purchased under the section entitled “Ranking Stock Purchase, Redemption and Collateral” as set forth in the Term Sheet; (B) (I) customary certificates from each of the Obligors, including, without limitation, a solvency certificate from the chief financial officer of the Company in the form attached as Exhibit G hereto, (II) a certificate (or certificates) of the due formation, valid existence and good standing of each Obligor in its state of organization, issued by the appropriate authorities of such jurisdiction, (III) customary legal opinions reasonably requested by the transfer agent for the Common Stock (the “Transfer Agent”) or the Trustee (including customary perfection opinions and local counsel opinion forms for mortgages), in each case in form and substance reasonably satisfactory to the Transfer Agent, the Trustee and the Noteholders’ counsel, (IV) certificates or binders evidencing insurance for each of the Obligors in effect on the Closing in form and substance reasonably satisfactory to the Trustee and the Noteholders and (V) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five (5) Business Days prior to the Closing; (C) a consent of the lenders under the Credit Facility (and/or amendment to the terms thereof) to permit the Exchange Transaction and to waive any mandatory prepayment which would be triggered by the Equity Raise, which consent shall be in form and substance reasonably satisfactory to the Noteholders and their counsel (the “Credit Facility Consent”); and (D) evidence reasonably satisfactory to the Noteholders that a minimum of $156.0 million of total value has been funded, or closed in the case of contributions of assets, pursuant to (and in accordance with) the Equity Raise (including the up to $40.0 million of Common Stock subscriptions pursuant to the Subscription Agreements). (b) the Noteholders shall: (i) effect by book entryOption Agreement, in accordance with the applicable procedures terms set forth in this Agreement and in such Transaction Document. (vi) Each of The Depository Trust Companythe Founders shall have (A) executed and delivered to the Purchasers, the delivery Investors and the Borrower the Stock Purchase, Redemption and Option Agreement, and (B) made the deliveries of Founders Shares in the manner contemplated by Section 5.12 of this Agreement. (vii) Each of the Borrower, the Purchasers and the Investors shall have executed and delivered to the Company Founders the Stock Purchase, Redemption and Option Agreement. (or its trustee or designeeviii) of all Each of the Existing Notes set forth opposite Borrower and the relevant Noteholder’s name Optionholder(s) shall have duly executed and delivered the Purchase Option. (ix) Each of the Founders shall have tendered their written resignations as officers and members of the board of directors of the Borrower and each of its Subsidiaries. (x) The board of directors of the Borrower shall, pursuant to resolutions executed by all existing members of the board of directors (other than Xxxxx and Xxxx who shall abstain from voting on Schedule A attached all matters), have appointed Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Skip Bourchin to serve as members of the Board of Directors of the Borrower and each of its Subsidiaries (other than AdvisorShares). Xx. Xxxxxx shall be designated as Chairman of the Board of Directors of the Borrower. (xi) Each of the Founders shall have executed a separation and lock-up agreement with the Company in substantially the form of Exhibit I annexed hereto and all other documents and instruments reasonably requested by made a part hereof (the Company to effect the transfer of the Existing Notes to the Company; (ii) deliver to the Company a counterpart of the TRT Governance Agreement duly executed by TRT; and (iii) deliver to the Company a counterpart of the Registration Rights Agreement duly executed by each Noteholder“Separation Agreement.

Closing and Closing Deliveries. The closing of the Exchange Transaction Transactions (the “Closing”) shall take place at the offices of Xxxxxxxx Weil, Gotshal & Xxxxx Xxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000Xxx Xxxx 00000 (or at such other place upon which the Parties may mutually agree), at 10:00 a.m.immediately prior to, local timeand conditioned upon, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver consummation of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties heretoAcquisition. At the Closing: (a) the Company a. Acquisition Sub shall: (i) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Second Lien Notes Parent Class A Common Stock registered in the name of such Noteholder representing the aggregate principal amount number of Second Lien Notes Acquired Shares issuable to such Noteholder as determined pursuant to Section 1; (ii) deliver to each Noteholder’s custodian by means of book-entry transferif applicable, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Common Stock representing the aggregate number of Shares issuable to such Noteholder as determined pursuant to Section 1; (iii) pay to each Noteholder, by wire transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5) Business Days prior to the Closing, the Cash Payment Consideration payable to such Noteholder as determined pursuant to Section 11 above; (iviii) deliver to the Noteholders a counterpart of the registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit D duly executed by H to the Company; (v) deliver to TRT a counterpart of the TRT Governance Agreement duly executed by the CompanyPurchase Agreement; and (vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation: (A) customary closing and security documentation, including but not limited to: (I) executed copies of b. each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA, certificates representing the capital stock pledged pursuant to the Security Documents, accompanied by undated stock powers executed in blank, or evidence that such certificates and related stock powers were delivered to the First Lien Agent, (ii) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporation, and (iii) completed lien searches, dated on or as of a recent date before the Closing, listing all effective financing statements filed in the relevant jurisdictions of each Obligor’s jurisdiction of incorporation and any other jurisdictions reasonably requested by the Noteholders that name any Obligor as debtor, together with copies of such financing statements, and not evidencing any liens not permitted by the Note Documents and (II) executed mortgages and deeds of trust, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles, covering the value of the oil and gas properties required to be pledged as described under the section entitled “Ranking and Collateral” as set forth in the Term Sheet; (B) (I) customary certificates from each of the Obligors, including, without limitation, a solvency certificate from the chief financial officer of the Company in the form attached as Exhibit G hereto, (II) a certificate (or certificates) of the due formation, valid existence and good standing of each Obligor in its state of organization, issued by the appropriate authorities of such jurisdiction, (III) customary legal opinions reasonably requested by the transfer agent for the Common Stock (the “Transfer Agent”) or the Trustee (including customary perfection opinions and local counsel opinion forms for mortgages), in each case in form and substance reasonably satisfactory to the Transfer Agent, the Trustee and the Noteholders’ counsel, (IV) certificates or binders evidencing insurance for each of the Obligors in effect on the Closing in form and substance reasonably satisfactory to the Trustee and the Noteholders and (V) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five (5) Business Days prior to the Closing; (C) a consent of the lenders under the Credit Facility (and/or amendment to the terms thereof) to permit the Exchange Transaction and to waive any mandatory prepayment which would be triggered by the Equity Raise, which consent shall be in form and substance reasonably satisfactory to the Noteholders and their counsel (the “Credit Facility Consent”); and (D) evidence reasonably satisfactory to the Noteholders that a minimum of $156.0 million of total value has been funded, or closed in the case of contributions of assets, pursuant to (and in accordance with) the Equity Raise (including the up to $40.0 million of Common Stock subscriptions pursuant to the Subscription Agreements). (b) the Noteholders Noteholder shall: (i) effect by book entry, in accordance with the applicable procedures of The Depository Trust Company, the delivery deliver to the Company Acquisition Sub (or its trustee transfer agent or designee) of all of the Existing Exchange Notes set forth opposite the relevant held by each such Noteholder’s name on Schedule A attached hereto , and all other documents and instruments reasonably requested by the Company Acquisition Sub to effect the transfer of the Existing Exchange Notes to the Company;Acquisition Sub; and (ii) deliver to the Company a counterpart of the TRT Governance Agreement duly executed by TRT; and (iii) deliver to the Company Acquisition Sub a counterpart of the Registration Rights Agreement duly executed by each such Noteholder.

Closing and Closing Deliveries. The closing of the Exchange Transaction (the “Closing”) shall take place at the offices of Xxxxxxxx Weil, Gotshal & Xxxxx Xxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., local time, on the third Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Section 6 below (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time or place is agreed to in writing by the parties hereto. At the Closing: (a) a. the Company shall: (i) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to the Closing, Second Lien Notes representing the aggregate principal amount of Second Lien Notes issuable to such Noteholder as determined pursuant to Section 1; (ii) deliver to each Noteholder’s custodian by means of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days business days prior to the Closing, Common Stock registered in the name of such Noteholder representing the aggregate number of Shares issuable to such Noteholder as determined pursuant to Section 1; (iiiii) pay to each Noteholder, by wire transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5) Business Days prior to the Closing, the Cash Payment payable to such Noteholder as determined pursuant to Section 1. above; (iii) deliver to the Noteholders a counterpart of the stockholders agreement (the “Stockholders Agreement”) in the form attached hereto as Exhibit A duly executed by the Company; (iv) deliver to the Noteholders a counterpart of the registration rights agreement (the “Registration Rights Agreement”) in the form attached hereto as Exhibit D duly executed by the Company; (v) deliver to TRT a counterpart of the TRT Governance Agreement B duly executed by the Company; and (vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation: (A) customary closing and security documentation, including but not limited to: (I) executed copies of each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA, certificates representing the capital stock pledged pursuant to the Security Documents, accompanied by undated stock powers executed in blank, or evidence that such certificates and related stock powers were delivered to the First Lien Agent, (ii) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporation, and (iii) completed lien searches, dated on or as of a recent date before the Closing, listing all effective financing statements filed in the relevant jurisdictions of each Obligor’s jurisdiction of incorporation and any other jurisdictions reasonably requested by the Noteholders that name any Obligor as debtor, together with copies of such financing statements, and not evidencing any liens not permitted by the Note Documents and (II) executed mortgages and deeds of trust, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles, covering the value of the oil and gas properties required to be pledged as described under the section entitled “Ranking and Collateral” as set forth in the Term Sheet; (B) (I) customary certificates from each of the Obligors, including, without limitation, a solvency certificate from the chief financial officer of the Company in the form attached as Exhibit G hereto, (II) a certificate (or certificates) of the due formation, valid existence and good standing of each Obligor in its state of organization, issued by the appropriate authorities of such jurisdiction, (III) customary legal opinions reasonably requested by the transfer agent for the Common Stock (the “Transfer Agent”) or the Trustee (including customary perfection opinions and local counsel opinion forms for mortgages), in each case in form and substance reasonably satisfactory to the Transfer Agent, the Trustee and the Noteholders’ counsel, (IV) certificates or binders evidencing insurance for each of the Obligors in effect on the Closing in form and substance reasonably satisfactory to the Trustee and the Noteholders and (V) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five (5) Business Days prior to the Closing; (C) a consent of the lenders under the Credit Facility (and/or amendment to the terms thereof) to permit the Exchange Transaction and to waive any mandatory prepayment which would be triggered by the Equity Raise, which consent shall be in form and substance reasonably satisfactory to the Noteholders and their counsel (the “Credit Facility Consent”); and (D) evidence reasonably satisfactory to the Noteholders that a minimum of $156.0 million of total value has been funded, or closed in the case of contributions of assets, pursuant to (and in accordance with) the Equity Raise (including the up to $40.0 million of Common Stock subscriptions pursuant to the Subscription Agreements). (b) b. the Noteholders shall: (i) effect by book entry, in accordance with the applicable procedures of The the Depository Trust Company, the delivery to the Company (or its trustee transfer agent or designee) of all of the Existing Exchange Notes set forth opposite the relevant Noteholder’s name on Schedule A attached hereto and all other documents and instruments reasonably requested by the Company to effect the transfer of the Existing Notes to the Company; (ii) deliver to the Company a counterpart of the TRT Governance Stockholders Agreement duly executed by TRTeach Noteholder; and (iii) deliver to the Company a counterpart of the Registration Rights Agreement duly executed by each Noteholder.

Closing and Closing Deliveries. The closing of the Exchange Transaction (the “Closing”) shall 9.1.1 Closing will take place at the offices of Xxxxxxxx & Xxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., local timeelectronically, on the third last Business Day following the satisfaction or, to the extent permitted by applicable law, waiver of the month that is at least fifteen (15) Business Days after the date on which all of the Closing conditions set forth stated in Section 6 below clause 7 have all been satisfied or waived (other than those conditions that by their terms are to cannot be satisfied until the time of the Closing but subject to satisfaction of such conditions at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), unless another date, time ) or place such other date that is agreed to between the Buyer and the Majority Sellers’ Representatives (however in writing by no event later than on the parties hereto. Long Stop Date). 9.1.2 At Closing, the ClosingMajority Sellers’ Representatives must take the following actions on behalf of the Majority Xxxxxxx and deliver the following documents: (a) documentation that the Closing condition pursuant to clause 7.1(a) is fulfilled (by delivering duly signed Share Transfer Agreements on behalf of the Voluntary Minority Sellers); (b) duly executed Warrant Termination and Waiver Agreements in accordance with clause 7.1(b) with respect to all Warrants issued under the Warrant Program; (c) documentation that the Closing condition pursuant to clause 7.1(c) is fulfilled (by delivering duly executed (i) severance agreement between the Company shall:and Xxxx Xxxxxxxxx Xxxxxxx or (ii) notice of termination of the employment relationship with Xxxx Xxxxxxxxx Xxxxxxx). (d) documentation that the Closing condition pursuant to clause 7.1(d) is fulfilled (by delivering duly signed letter from SEB); (e) documentation that the Closing condition pursuant to clause 7.1(e) is fulfilled (by delivering waivers/confirmations from each of the contracting parties listed in Schedule 7.1(e)); (f) documentation that the Closing condition pursuant to clause 7.1(f) is fulfilled (by delivering duly signed share transfer agreement relating to Zacco Cyber Security Private Limited relating to the shareholding of Xx. Xxxx Xxxxxxxxxxx; (g) a transcript of the Company’s register of shareholders documenting that the Buyer is registered as owner of the Majority Sellers’ Shares and the Voluntary Minority Sellers’ Shares (but not any Shares held by Involuntary Minority Sellers, if any) free from any Third Party Rights; (h) letters of resignation signed by those members of the board of directors and/or executive board of the Group Companies whom the Buyer has determined shall resign in connection with Closing. Each letter of resignation must state that the resigning board members will resign effective as of Closing, and that they irrevocably waive and release any claims against the Group, save for payment of any proportionate part of their ordinary annual remuneration to be made by the relevant Group Company at or before Closing. The Buyer shall procure that any remuneration payments are made by the relevant Group Company if the remuneration fees have not been fully settled prior to Closing; (i) deliver a letter of resignation signed by the auditors of the Group stating that the auditors will resign effective as of Closing, and that they irrevocably waive and release any claims against the Group, save for payment of fees for services rendered to each Noteholder’s custodian Group prior to Closing. The fees shall be paid by means the relevant Group Company, except for any part of book-entry transferthe fees that are related to the Majority Sellers’ entering into of this Agreement or the transfer of the Shares pursuant hereto, which custodian shall be designated in writing borne by such Noteholder the Majority Sellers. The Buyer shall procure that any necessary payments are made by the relevant Group Company if the fees have not less than five (5) Business Days been fully settled prior to the Closing, Second Lien Notes representing the aggregate principal amount of Second Lien Notes issuable to such Noteholder as determined pursuant to Section 1; (iij) deliver to each Noteholder’s custodian by means confirmation that a Bring Down of book-entry transfer, which custodian shall be designated in writing by such Noteholder not less than five (5) Business Days prior to Disclosures has been performed and setting forth the Closing, Common Stock representing the aggregate number of Shares issuable to such Noteholder as determined pursuant to Section 1results thereof; (iiik) pay to each Noteholder, by wire via electronic transfer of immediately available funds to such account or accounts as designated by each Noteholder at least five (5) Business Days prior to documents/disc/USB provide a copy of the Closing, the Cash Payment payable to such Noteholder as determined pursuant to Section 1Due Diligence Documentation; (ivl) deliver documentation to the Noteholders a counterpart effect that Z Co-Invest’s general meeting has approved the execution of the registration rights agreement this Agreement by Z Co-Invest; and (the “Registration Rights Agreement”m) in the form attached hereto as Exhibit D Closing Memorandum duly executed by the Company; (v) deliver to TRT a counterpart of the TRT Governance Agreement duly executed by the Company; and (vi) deliver to the Noteholders all definitive documentation in respect of the Second Lien Notes in accordance with the Documentation Principles (the “Note Documents”), including, without limitation: (A) customary closing and security documentation, including but not limited to: (I) executed copies of each security document that the Obligors are to execute in connection with the Second Lien Notes, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles (the “Security Documents”), together with (i) subject to the Senior Lien ICA, certificates representing the capital stock pledged pursuant to the Security Documents, accompanied by undated stock powers executed in blank, or evidence that such certificates and related stock powers were delivered to the First Lien Agent, (ii) proper financing statements, duly prepared for filing under the Uniform Commercial Code of all relevant jurisdictions of incorporation, and (iii) completed lien searches, dated on or as of a recent date before the Closing, listing all effective financing statements filed in the relevant jurisdictions of each Obligor’s jurisdiction of incorporation and any other jurisdictions reasonably requested by the Noteholders that name any Obligor as debtor, together with copies of such financing statements, and not evidencing any liens not permitted by the Note Documents and (II) executed mortgages and deeds of trust, in each case in form and substance reasonably satisfactory to the Trustee and the Noteholders and subject to the Documentation Principles, covering the value of the oil and gas properties required to be pledged as described under the section entitled “Ranking and Collateral” as set forth in the Term Sheet; (B) (I) customary certificates from each of the Obligors, including, without limitation, a solvency certificate from the chief financial officer of the Company in the form attached as Exhibit G hereto, (II) a certificate (or certificates) of the due formation, valid existence and good standing of each Obligor in its state of organization, issued by the appropriate authorities of such jurisdiction, (III) customary legal opinions reasonably requested by the transfer agent for the Common Stock (the “Transfer Agent”) or the Trustee (including customary perfection opinions and local counsel opinion forms for mortgages), in each case in form and substance reasonably satisfactory to the Transfer Agent, the Trustee and the NoteholdersMajority Sellers’ counsel, (IV) certificates or binders evidencing insurance for each of the Obligors in effect on the Closing in form and substance reasonably satisfactory to the Trustee and the Noteholders and (V) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested at least five (5) Business Days prior to the Closing; (C) a consent of the lenders under the Credit Facility (and/or amendment to the terms thereof) to permit the Exchange Transaction and to waive any mandatory prepayment which would be triggered by the Equity Raise, which consent shall be in form and substance reasonably satisfactory to the Noteholders and their counsel (the “Credit Facility Consent”); and (D) evidence reasonably satisfactory to the Noteholders that a minimum of $156.0 million of total value has been funded, or closed in the case of contributions of assets, pursuant to (and in accordance with) the Equity Raise (including the up to $40.0 million of Common Stock subscriptions pursuant to the Subscription Agreements)Representatives. (b) the Noteholders shall: (i) effect by book entry, in accordance with the applicable procedures of The Depository Trust Company, the delivery to the Company (or its trustee or designee) of all of the Existing Notes set forth opposite the relevant Noteholder’s name on Schedule A attached hereto and all other documents and instruments reasonably requested by the Company to effect the transfer of the Existing Notes to the Company; (ii) deliver to the Company a counterpart of the TRT Governance Agreement duly executed by TRT; and (iii) deliver to the Company a counterpart of the Registration Rights Agreement duly executed by each Noteholder.