Closing Deliverables of the Company. At the Closing, the Company shall deliver to the Subscribers the following:
Closing Deliverables of the Company. At the Closing, the Company shall deliver to the Investors the following:
Closing Deliverables of the Company. In addition to those items described in Section 2.3, the obligation of each Holder to exchange the Exchanged Notes for the Second Lien Notes is conditioned upon the delivery of the following (any or all of which may be waived by such Holder in its sole discretion):
(a) a certificate of the Company and each Guarantor dated as of the Closing Date and executed by an officer of such obligor, which shall (A) certify that attached thereto is a true and complete copy of the resolutions, written consents or extracts of minutes of a meeting, as applicable, of the its board of directors, board of managers, shareholders, members or other governing body (as the case may be and in each case, to the extent required) authorizing the execution, delivery and performance of the Transaction Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers or authorized signatories of such obligor that is authorized to sign the Transaction Documents to which it is a party on the Closing Date, as applicable and (C) certify (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association, articles of association or other equivalent thereof) of such obligor on the Closing Date (in the case of any U.S. obligor, certified by the relevant authority of the jurisdiction of organization of such obligor) and a true and correct copy of its by-laws or operating, management, partnership or similar agreement (to the extent applicable) and (II) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date);
(b) a good standing certificate (or other equivalent) for the Company and each Guarantor dated as of a recent date for the Company and each such Guarantor from its jurisdiction of organization; and
(c) a legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, in the form of Exhibit B hereto.
Closing Deliverables of the Company. At the Closing (or, in the case of the Payoff Letters, at least three (3) Business Days prior to the Closing Date), the Company shall deliver, or cause to be delivered, to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following documents, in each case duly executed or otherwise in proper form:
(a) the Consents of Governmental Authorities set forth on Schedule 7.1(a);
(b) the third party Consents set forth on Schedule 7.1(b);
(c) a certificate, dated as of the Closing Date, that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in the Company is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder;
(d) payoff letters with respect to the estimated Closing Indebtedness of the Company Entities identified on the Estimated Closing Date Statement (the “Payoff Letters”) executed by the lenders thereof, together with any termination statements on Form UCC-3 or other releases reasonably necessary to evidence the satisfaction and release of all Liens on the assets of the Company Entities in connection with such Indebtedness;
(e) the resignations (in form and substance reasonably satisfactory to Parent) of those directors, managers and officers of the Company Entities of whom Parent shall have notified the Company at least three (3) Business Days prior to the Closing Date;
(f) a copy of the Escrow Agreement, duly executed by the Company Equityholder Representative and the Escrow Agent;
(g) a copy of the Restrictive Covenant Agreement, duly executed by Parent and X. Xxxx;
(h) a copy of each of the Employment Agreements, duly executed by the Company, on the one hand, and the applicable Key Employee, on the other hand;
(i) an estoppel certificate and subordination and non-disturbance agreement in customary form from the owner of each of the Leased Real Property locations set forth on Schedule 7.1(i);
(j) a copy of the consent, approval and adoption of this Agreement, and to the extent necessary, the other Ancillary Agreements, and the transactions contemplated hereby and thereby (including the Merger) by 100% of the Company Stockholders, which consent shall be duly and validly adopted and in full force and effect (the “Required Stockholder Consent”);
(k) certificates of good standing (or the equivalent), dated not more than...
Closing Deliverables of the Company. At the Closing, the Company shall deliver or cause to be delivered to each Investor the following:
(a) This Purchase Agreement duly executed by the Company;
(b) Facsimile or “.pdf” copies of one or more stock certificates, free and clear of all restrictive or other legends (except as provided in Section 3 hereof), evidencing the Securities purchased by such Investor hereunder, registered in the name of such Investor as set forth on Appendix A hereto (the “Stock Certificates”) with the original Stock Certificates to be delivered by the Company’s transfer agent to the registered address of each Investor, as set forth on Appendix A hereto, within three business days of Closing;
(c) That certain Registration Rights Agreement, dated as of the date hereof, by and among the Company and the investors signatory thereto (the “Registration Rights Agreement”) duly executed by the Company;
(d) A certificate of the secretary of the Company, dated as of the Closing Date, (a) certifying resolutions adopted by the Company’s board of directors, or a duly authorized committee thereof, approving the transactions contemplated in this Purchase Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the Company’s certificate of incorporation and by-laws, each as amended, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(e) A certificate of an executive officer of the Company, dated as of the date of the Closing, certifying to the fulfillment and satisfaction of the conditions in Sections 6(b)(i) and (ii); and
(f) An opinion, dated as of the Closing, from White & Case LLP, as counsel to the Company, as to the validity of the Securities being sold, compliance with federal securities laws and other matters as are customary in comparable securities purchases.
Closing Deliverables of the Company. At or prior to the Closing Date, the Company shall deliver to Purchaser the following:
(a) Amended Articles of Association. Evidence of filing the declaration of no-objection for the Amended Articles with the Dutch Ministry of Justice establishing the rights, preferences and privileges of the Series B Preferred Stock and executed powers of attorney and shareholder resolutions authorizing the Notary to execute the notarial deed of amendment upon receipt of the declaration of no-objection from the Dutch Ministry of Justice.
Closing Deliverables of the Company. At the Closing, the Company shall, and shall cause the Stockholders to, as applicable, deliver to Purchaser:
(i) duly executed copies of all of the Pre-Closing Reorganization Agreements;
(ii) a certificate, duly executed by an authorized representative of the Company in his or her capacity as such, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been satisfied;
(iii) a properly completed and duly executed certificate, meeting the requirements of Treasury Regulations Sections 1.897-2(h)(1) and 1.1445-2(c)(3) and dated as of the Closing Date, to the effect that the Company is not, and has not been during the applicable time period set forth in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” and, accordingly, the Equity Interests of the Company are not “United States real property interests,” in each case within the meaning of Section 897 of the Code, together with a properly completed and duly executed notice to the IRS that corresponds to such certificate pursuant to Treasury Regulations Section 1.897-2(h)(2) (which shall be filed by Purchaser with the IRS following the Closing) (such certificate and notice, together, the “FIRPTA Documentation”);
(iv) a certificate issued by the Company, in form and substance reasonably acceptable to Purchaser, duly executed by the secretary (or equivalent officer) of the Company and dated as of the Closing Date, certifying that: (A) the Governing Documents of the Acquired Companies (copies of which shall be attached to the certificate) are true, complete and accurate in all respects and remain unamended and in full force and effect; and (B) the resolutions of the Company’s Board of Directors (a copy of which shall be attached to the certificate) authorizing the execution, delivery of this Agreement and Ancillary Transaction Documents and the consummation of the Acquisition and the termination of any voting, transfer or other arrangements related to the Company Securities (including the Stockholders Agreement) upon the Closing, are true, complete and accurate in all respects and remain unamended and in full force and effect; and (C) the Written Consent (a copy of which shall be attached to the certificate) is true, complete and accurate in all respects and remains unamended and in full force and effective;
(v) a copy of the D&O insurance policy obtained pursuant to Section 12.2(b);
(vi) letters of resignation of each of the officers and directors o...
Closing Deliverables of the Company. The following deliveries shall be made by the Company to the Investor prior to the Closing:
(i) a duly executed copy of this Agreement;
(ii) a duly executed copy of the Registration Rights Agreement;
(iii) (x) evidence of one or more stock certificates representing the Shares registered in the name of the Investor or (y) upon the request of the Investor, credit to the Investor’s or its designee’s balance account with The Depository Trust Company through its Deposit Withdrawal At Custodian system, or to the Investor’s or its designee’s direct registration account;
(iv) the Warrants, duly executed by the Company in favor of the Investor;
(v) a certificate from the Transfer Agent certifying the number of issued and outstanding shares of Common Stock of the Company;
(vi) payment of the Investor Expenses in immediately available funds by wire transfer to an account or accounts designated by the Investor by written notice to the Company, which written notice shall be delivered not later than two (2) Business Days prior to the Closing Date; and
(vii) an officer’s certificate as described in Section 6.1(k).
Closing Deliverables of the Company. In addition to those items described in Section 2.3, the obligation of each Holder to purchase the First Lien Notes and to exchange the Exchanged Notes for the Exchange Shares and Second Lien Notes is conditioned upon the delivery of the following (any or all of which may be waived by such Holder in its sole discretion):
(a) the First Lien Notes Indenture, duly executed by the Company, the First Lien Trustee, and the First Lien Collateral Agent;
(b) the Second Lien Notes Indenture, duly executed by the Company, the Second Lien Trustee and the Second Lien Collateral Agent;
(c) the First Lien Collateral Documents, duly executed by the Company, certain subsidiaries of the Company, the First Lien Trustee, and the First Lien Collateral Agent;
(d) the Second Lien Collateral Documents, duly executed by the Company, certain subsidiaries of the Company, the Second Lien Trustee and the Second Lien Collateral Agent;
(e) the Intercreditor Agreement, duly executed by the First Lien Collateral Agent, the Second Lien Collateral Agent and the borrowers and obligors named therein;
(f) each other item listed on Annex I hereto; and
(g) a legal opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Company, in the form of Exhibit G hereto.
Closing Deliverables of the Company. At the Closing, the Company shall deliver to Purchaser the following:
(a) the Certificate(s);
(b) a copy of resolutions adopted by the Board, certified by the Secretary of the Corporation, authorizing this Agreement and issuance of the Shares and appointing Jxxxx Xxxxxxx and Kxxxxxx Xxxx as directors of the Company;
(c) evidence of filing of the Series B Certificate of Designation with the Secretary of State of the State of Delaware substantially in the form of Exhibit A attached hereto.;
(d) an opinion of legal counsel to the Company, dated as of the Closing Date, substantially in the form Exhibit B attached hereto;
(e) a letter executed by each creditor of the Company agreeing to settle the amount of such creditor’s claim against the Company for the settlement amount set forth on Schedule 3.7(b) on the terms and conditions substantially in the form of Exhibit C annexed hereto;
(f) a letter executed by each employee and former employee of the Company agreeing to defer such employee’s or former employee’s claim for accrued and unpaid deferred salary from the Company (all such letters are included in Exhibit D annexed hereto);
(g) a letter executed by each holder of Company warrants or options agreeing to waive any rights to anti-dilution adjustment with respect to such warrants or options as a result of the issuance and sale of the Securities to the Purchaser (all such letters are included in Exhibit E annexed hereto);
(h) letters from Leitch, Wallace, Zhang and Zhang resigning as officers and directors of the Company effective at the Closing Date;
(i) a Reaffirmation and Ratification Agreement between the Company and Shanxi Taxus Pharmaceuticals Co., Ltd. (Exhibit F-1 annexed hereto with respect to cancellation of the issuance of shares of Common Stock in consideration of $600,000 previously paid by Shenzhen Qianhai Taxus to the Company);
(j) a Distribution and License Agreement between Angionetics, Inc. and Shanxi Taxus Pharmaceuticals Co., Ltd., (Exhibit F-2 annexed hereto with respect to the Generx product candidate);
(k) Amendment No.1 to Distribution and License Agreement between Angionetics, Inc. and Shanxi Taxus Pharmaceuticals Co., Ltd., (Exhibit F-3 annexed hereto with respect to the Generx product candidate);
(l) a License and Patent Assignment Agreement between Activation Therapeutics, Inc. and Shanxi Taxus Pharmaceuticals Co., Ltd., (Exhibit F-4 with respect to the Excellagen product);
(m) agreements with New York University and the University...
