Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).
(a) The Company shall deliver or cause to be delivered the following:
(i) on the date hereof:
(a) this Agreement duly executed by the Company;
(b) a cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects; and
(c) the Lock-Up Agreements.
(ii) on or prior to the Closing Date:
(a) legal opinions of Company Counsel and Foreign Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and Purchasers;
(b) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to registered Common Shares, divided by the Per Unit Purchase Price, registered in the name of such Purchaser;
(c) for each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Unit Purchase Price, with an exercise price equal to $0.001, subject to adjustment as provided therein;
(d) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;
(e) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel;
(f) a bring-down letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects;
(g) the Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
(h) the Common Warrants registere...
Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Merger (the “Closing”) shall take place at 10:00 A.M. at the offices of White & Case LLP, 1155 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, as soon as practicable, but in any event, within three (3) Business Days after the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, or at such other date and time as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
(b) At the Closing, the Company or Presstek, as applicable, shall deliver or cause to be delivered to Parent:
(i) in accordance with Section 6.14 hereof, a counterpart of either (x) the Lease Assignment, substantially in the form attached hereto as Exhibit A, duly executed by an authorized officer of Presstek and the Company and by the Landlord, (y) the Affiliate Lease Assignment, duly executed by an authorized officer of Presstek and the Company and the Landlord’s written approval thereof or (z) the Sublease Agreement, duly executed by an authorized officer of Presstek and the Company;
(ii) a counterpart of a global supply agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit B (the “Global Supply Agreement”);
(iii) a counterpart of a transition services agreement, dated as of the Closing Date, by and between Presstek and the Surviving Corporation, substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”);
(iv) a counterpart of the non-competition agreement, substantially in the form attached hereto as Exhibit D (the “Non-Competition Agreement”);
(v) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit E (the “Emitter Array Patent License Agreement”);
(vi) a counterpart of the license agreement, substantially in the form attached hereto as Exhibit F (the “Nomir License Agreement”);
(vii) a Release of Claims, substantially in the form attached hereto as Exhibit G (the “Release of Claims”);
(viii) a purchase order between Presstek and the Company for the remaining ...
Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Axxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any ...
Closing; Closing Deliverables. Unless otherwise directed by the Placement Agent, settlement of the Securities shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall cause the Depositary to issue the Securities directly to the clearing firm designated by the Placement Agent; upon receipt of such Securities, the Placement Agent shall promptly electronically deliver such Securities to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).
Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices of Xxxxx Xxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, as soon as practicable, but in any event not later than two Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date.”
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) the amendment of and restatement to the Newco Operating Agreement in the form attached hereto as Exhibit F (the “Amended and Restated Operating Agreement”), duly executed by Seller;
(ii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a), 7.2(b) and 7.2(c);
(iii) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are: (A) true, correct and complete copies of the governance documents of Newco (including, with respect to such governance documents that are filed with a Governmental Entity, a certified copy thereof dated as of a date not more than ten Business Days prior to the Closing Date); (B) a certificate of good standing with respect to Newco issued by the responsible Governmental Entity of the jurisdiction of its formation, dated as of a date not more than ten Business Days prior to the Closing Date; and (C) true, correct and complete copies of all resolutions adopted by the member and/or managers of Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect;
(iv) a counterpart signature page to the Peanuts Licensing and Syndication Agreement Amendment, duly executed by Peanuts Worldwide LLC;
(v) a counterpart signature page to the Filmed Entertainment Agreement, duly executed by Peanuts Worldwide LLC;
(vi) a counterpart signature page to the Console Game Agreement, duly executed by Peanuts Worl...
Closing; Closing Deliverables. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Sections 7.1, 7.2 and 7.3, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1155 Avenue of the Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000-0000, as soon as practicable, but in any event within three (3) Business Days, after the last of the conditions set forth in Sections 7.1, 7.2 and 7.3 is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser:
(i) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b);
(ii) a non-foreign person affidavit from Seller, and each other transferor under this Agreement of Purchased Assets that constitute “U.S. Real Property” within the meaning of Section 897 of the Code, dated as of the Closing Date as required by Section 1445 of the Code;
(iii) counterparts to the assignment, transfer and conveyance instruments listed in Section 2.5 of the Seller Disclosure Letter, duly executed by Seller or the appropriate Subsidiary of Seller (the “Conveyance Documents”);
(iv) all affidavits, statements, declarations, forms and other documents and instruments required by applicable Law to transfer real property or interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed by Seller or the appropriate Subsidiary of Seller;
(v) all Returns for Transfer Taxes required by Law to be delivered at or prior to the Closing, in each case duly executed by Seller or the appropriate Subsidiary of Seller;
(vi) a counterpart to the Transition Services Agreement duly executed by Seller;
(vii) counterparts to the Partnership Interest Transfer Document duly executed by Xxxx Oil St. Lucia Terminal Holdings Limited, in its capacity as general partner of HOSLH LP, and Hess LLC, in its capacity as general partner of HOSLLP;
(viii) counterparts to the Access Easements and the Port Reading Demolition Access Easement duly executed by Seller;
(ix) counterparts to the Environmental Releases duly executed by Seller;
(x) counterpa...
Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VI, the sale referred to in Section 2.1 (the “Closing”) shall take place at the offices of Seller in Shenzhen, China as soon as practicable but in any event, within three (3) Business Days after the last of the conditions set forth in Article VI is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
(b) At the Closing, Seller shall deliver to Purchaser (i) a copy of the instrument of transfer transferring the Shares from Seller to Purchaser duly executed by Seller; (ii) an original share certificate, in the name of Purchaser, evidencing the Shares; and (iii) other applicable documents or instruments in connection with transactions set forth in the Restructuring Plan that have been completed before the Closing Date.
(c) At the Closing, Purchaser shall deliver to Seller (i) the original share certificate(s) representing the Pledged Seller Shares (the “Pledged Seller Share Certificates”) and (ii) if the Closing occurs after the date that is three (3) months after the First Installment Date, the Second Installment.
Closing; Closing Deliverables. (a) At the Stage One Closing, the Debt Holders and Purchasers shall cause to be delivered to the Company:
(i) an executed signature page to this Agreement by each Debt Holder and Purchaser; and
(ii) the final Stage One Closing Documents executed by the applicable Purchasers and Debt Holders referenced in Section 2.1(a) along with any funds required to be paid by such Purchasers, subject to any credit pursuant to Section 2.3.
(b) At the Stage One Closing, the Company shall deliver:
(i) to each Debt Holder and Purchaser, an executed signature page to this Agreement;
(ii) to the applicable Purchasers and Debt Holders referenced in Section 2.1(a), the final Stage One Closing Documents executed by the Company;
(iii) a stock certificate for 116,239,025 shares of Company common stock issued to Golden Properties Ltd; and
(iv) a stock certificate for 7,044,789 shares of Company common stock issued to Axxxxxxxx Xxxxxxxxx.
(c) At the Stage Two Closing, the Debt Holders and Purchasers shall cause to be delivered to the Company:
(i) the Consent executed by the Debt Holders that converted their outstanding debt into common stock of the Company as set forth in Section 2.1(a)(i) and the Purchasers set forth on Schedule 2.1(a)(ii);
(ii) the final Stage Two Closing Documents executed by the applicable Purchasers referenced in Section 2.1(d) along with any funds required to be paid by such Purchasers; and
(iii) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(d) At the Stage Two Closing, the Company shall cause to be delivered to the applicable Purchasers referenced in Section 2.1(d):
(i) executed versions of the final Stage Two Closing Documents.
Closing; Closing Deliverables. (a) If this Subscription is accepted by the Corporation, the closing of the purchase and sale of the Shares (the “Closing”) shall occur at a time and place as is mutually determined by the parties after all of the conditions provided herein have been satisfied or waived.
(b) At or prior to the Closing, the Subscriber shall deliver to the Corporation duly executed Subscription Documents and a duly executed Registration Rights Agreement (defined below).
(c) At or prior to the Closing, the Corporation shall deliver to the Subscriber a certificate or certificates representing the Shares and a duly executed Registration Rights Agreement.
Closing; Closing Deliverables. Upon the terms and subject to the conditions set forth in this Agreement, the Closing shall take place on June 10, 2020 via electronic exchange or at the offices of Xxxxxx Xxxxxx Xxxxxxx LLP, located at Bay Adelaide Centre, East Tower, 00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx X0X 0X0 at 12:01 a.m. (Vancouver time) or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”.
