Closing and Deliverables. (a) Subject to the provisions of Section 4(b) below, provided that the Issuer shall have received on or prior to February 15, 2012, (but the Company has the option to extend this date to February 29, 2012) copies of this Agreement executed by each respective Purchaser and providing that the total Commitments equal or exceed $10,000, there shall be a closing or closings (each, a “Closing Date”) at which:
(i) each Purchaser shall deliver to the Issuer (“Save The World Air, Inc.”) immediately available funds, by check or by wire transfer (Bank wiring instructions as set forth in Exhibit C) in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto; provided Commitments total no less than $10,000, funds paid to us under this agreement will be deposited in our operating account and used as working capital.
(ii) The Issuer shall deliver to the Purchaser (x) a Note, in the face amount equal to 110% of the Purchaser’s Commitment and (y) a Warrant to purchase the Exercisable Amount of the Issuer’s Common Stock at the Exercise Price. The Note will be dated as of the Closing Date, as such date may be extended by us.
(b) The Issuer may continue to accept Commitments from Purchasers and issue and sell Securities to Purchasers at Closings on the terms and subject to the conditions set forth in this Agreement until (i) the aggregate amount of the Commitments equals 2,000,000 or (ii) on or before February 15, 2012 but the Company has the option to extend this date to February 29, 2012 whichever shall first occur.
Closing and Deliverables. (a) Subject to the provisions of Section 4(b) below, provided that the Issuer shall have received on or prior to March 15, 2009 copies of this Agreement executed by each respective Purchaser and providing that the total Commitments equal or exceed $10,000, there shall be a closing or closings (each, a “Closing”) at which:
(i) each Purchaser shall deliver to the Issuer (“Save The World Air, Inc.”) immediately available funds, by wire transfer to the Issuer’s account at the Bank of America, 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000, Routing Number 0000-0000-0 , Account Number 06687-19702, in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto; and
(ii) the Issuer shall deliver to the Purchaser (x) a Note, in the face amount equal to 110% of the Purchaser’s Commitment and (y) a Warrant to purchase the Exercisable Amount of the Issuer’s Common Stock at the Exercise Price.
(b) The Issuer may continue to accept Commitments from Purchasers and issue and sell Securities to Purchasers at Closings on the terms and subject to the conditions set forth in this Agreement until (i) the aggregate amount of the Commitments equals $250,000 or (ii) on or before March 15, 2009, whichever shall first occur.
Closing and Deliverables. (a) Subject to the provisions of Section 4(b) below, provided that the Issuer shall have received on or prior to November 30, 2010 copies of this Agreement executed by each respective Purchaser and providing that the total Commitments equal or exceed $10,000, there shall be a closing or closings (each, a “Closing”) at which:
(i) each Purchaser shall deliver to the Issuer (“Save The World Air, Inc.”) immediately available funds, by check or by wire transfer (Bank wiring instructions as set forth in Exhibit C) in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto; and
(ii) the Issuer shall deliver to the Purchaser (x) a Note, in the face amount equal to 110% of the Purchaser’s Commitment and (y) a Warrant to purchase the Exercisable Amount of the Issuer’s Common Stock at the Exercise Price.
(b) The Issuer may continue to accept Commitments from Purchasers and issue and sell Securities to Purchasers at Closings on the terms and subject to the conditions set forth in this Agreement until (i) the aggregate amount of the Commitments equals $3,000,000 or (ii) on or before November 30, 2010, whichever shall first occur.
Closing and Deliverables. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on a date mutually agreeable to the parties (“Closing Date”) at such location as may be agreed to by the parties provided that the Company shall have received copies of this Agreement and the Note executed by each respective Purchaser. At the Closing:
(i) each Purchaser shall deliver to the Company immediately available funds, by check or by wire transfer (bank wiring instructions as set forth in Exhibit C) in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto.
(b) The Company shall deliver to the Purchaser a co-signed Note, in the Principal Amount equal to the Purchaser’s Commitment forthwith after receipt of Purchaser’s Commitment. The Note will be dated as of the receipt of the date of funds.
Closing and Deliverables. Section 6.1 This Agreement shall be effective as of the date written above (the “Closing”) shall take place via electronic transfer and execution of documents and corresponding wire transfers
Section 6.2 At the Closing, the Seller shall:
A. Deliver copies of the resolutions of the Seller authorizing and approving this Agreement and all transaction and other documents;
B. execute and deliver to the Buyer a xxxx of sale in the form of Exhibit E. attached hereto (the “Xxxx of Sale”), together with such other instruments of transfer necessary or appropriate to transfer or vest in the Buyer the Leases and Loan Documents
C. Such other documents as may be reasonably requested by Buyer's counsel.
Closing and Deliverables. (1) Subject to the terms and conditions contained herein, the Closing shall take place as soon as practicable but, in any event, within five (5) Business Days after satisfaction or waiver of the conditions set forth in Article 5 hereof (other than conditions which, by their terms, are to be satisfied at the Closing) (the "Closing Date") at the offices of Farris, Vaughan, Xxxxx & Xxxxxx LLP, 000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx.
(2) At the Closing, the Vendor shall deliver to the Purchaser the following:
(a) share certificates representing the Shares duly endorsed for transfer to the Purchaser or its nominee or accompanied by duly executed stock transfer powers;
(b) resolutions of the directors of the Corporation consenting to the transfer of the Shares by the Vendor to the Purchaser or its nominee;
(c) resignations and releases of each director and officer of the Corporation and Fundata that is a Vendor nominee as identified by the Purchaser at least 3 Business Days prior to the Closing;
(d) the officer's certificates referred to in Section 5.01(1)(b), (c) and (d);
(e) a certificate of a duly authorized officer of the Corporation attaching copies of:
(i) the articles of incorporation or similar documents of the Corporation and Fundata; (ii) a certificate of good standing, status or similar certificate in respect of the Corporation and Fundata dated within three (3) Business Days of the Closing Date; and (iii) the by-laws of the Corporation and Fundata; and
(f) executed counterparts of the Non-Competition Agreement signed by the Vendor and Xxxxxxxxx International.
(3) At the Closing, the Purchaser shall deliver to the Vendor the following:
(a) payment of the Purchase Price in Canadian dollars by wire transfer of immediately available funds to an account or accounts specified by the Vendor;
(b) an officer's certificate in accordance with Section 5.03(1)(c); and
(c) executed counterparts of the Non-Competition Agreement signed by the Purchaser and Fundata.
Closing and Deliverables. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date on or prior to ____________, 2015 (“Closing Date”) at such location as may be agreed to by the parties provided that the Company shall have received copies of this Agreement executed by each respective Purchaser. At the Closing:
(i) each Purchaser shall deliver to the Company immediately available funds, by check or by wire transfer (bank wiring instructions as set forth in Exhibit C) in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto; and
(ii) the Company shall deliver to the Purchaser (x) a Note (which will be counter-signed by the Purchaser), in the Principal Amount equal to the Purchaser’s Commitment and (y) a Warrant to purchase __________ shares of the Company’s Common Stock at the Exercise Price. The Note will be dated as of the Closing Date.
Closing and Deliverables. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) will occur on the date hereof, immediately after the execution of this Agreement, and will take place by the exchange and release of pdfs of manually executed signature pages delivered by e-mail or other electronic means.
(a) At or prior to the Closing, Seller shall deliver to Buyer the following:
(i) an assignment in the form of Exhibit A (the “Assignment”) and duly executed by Xxxxxx, transferring all of Seller’s right, title, and interest in and to the Acquired Rights to Buyer;
(ii) the complete prosecution files, including original granted patents, for all Acquired Patents in such form and medium as reasonably requested by Xxxxx, together with a list of local prosecution counsel contacts, and all such other documents, correspondence, and information as are reasonably requested by Xxxxx to register, prosecute to issuance, own, enforce, or otherwise use the Acquired Rights, including any maintenance fees due and deadlines for actions to be taken concerning prosecution and maintenance of all Acquired Patents in the [*] period following the date hereof;
(iii) all documents and files (whether paper or stored electronically) in Seller’s possession that describe, contain or reflect (x) the Acquired Know-How and (y) the Merck Serono Know-How as defined in the Merck Serono License, including writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data compilations experimental data and results, assay protocols, designs, formulas, experimental procedures and specifications; and
(iv) a consent in the form of Exhibit B and duly executed by JGB (Cayman) Port Xxxxx Ltd. with respect to the consummation of the transactions contemplated by this Agreement.
(b) Substantially simultaneously with the Closing, and in any event, no later than by the end of the business day on which the Closing occurs, Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer that Seller has paid each payee of an account payable the amount set out opposite its name in Schedule 4, unless otherwise noted therein.
(c) At the Closing, Buyer shall pay to Seller the Purchase Price, minus the Expense Reimbursement Amount, in accordance with Section 3(b) and Section 12.
Closing and Deliverables. (a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on a date mutually agreeable to the parties (“Closing Date”) at such location as may be agreed to by the parties provided that the Company shall have received copies of this Agreement executed by each respective Purchaser.
(i) At the Closing, each Purchaser shall deliver to the Company immediately available funds, by check or by wire transfer (bank wiring instructions as set forth in Exhibit B) in an amount equal to the amount of such Purchaser’s Commitment as set forth beside the name of such Purchaser on such Purchaser’s signature page hereto.
(b) The Company shall deliver to the Purchaser the Shares within a period of five (5) days from the purchase thereof .
Closing and Deliverables. (a) The closing (the “Closing”) of the purchase and sale of the shares of Common Stock and other transactions contemplated hereby shall take place at the offices of Dechert LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. Dallas time, on the second Business Day following the date on which each of the conditions set forth in Article 8 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) is satisfied or waived in writing by the appropriate party, or at such other place, time and date as the Representative and the Buyer shall mutually agree. The time and date of the Closing is herein called the “Closing Date.” Upon the occurrence of the Closing, the parties hereto agree that the transactions contemplated by this Agreement shall be deemed effective for all purposes (including, without limitation, title, possession, financial reporting and tax purposes) as of 11:59 p.m. Dallas time on the Closing Date.
