Closing Deliveries by the Investor. (a) At the Closing, the Investor shall deliver or cause to be delivered to the Company:
(i) the Purchase Price by wire transfer of immediately available funds to the account specified by the Company; and
(ii) the Investor Rights Agreement, duly executed by the Investor.
Closing Deliveries by the Investor. At the Closing, the Investor shall deliver to the Company:
(a) the Purchase Price by wire transfer in immediately available funds to an account specified by the Company in writing no less than two (2) business days prior to the Closing; and
(b) an executed counterpart of the Registration Rights Agreement.
Closing Deliveries by the Investor. At the Closing, the Investor shall deliver or cause to be delivered to the Company:
(a) all Material Deliverables (as defined in the Transaction Agreement) with respect to the PPPI Sale Business in accordance with the Transaction Agreement as part of the Closing (as defined therein);
(b) executed counterpart of the Registration Rights Agreement;
(c) a cross-receipt for the Share Consideration in exchange for the Shares; and
(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Investor, of the resolutions duly and validly adopted by the Board of Directors of the Investor evidencing its authorization of the execution and delivery of this Agreement, the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby.
Closing Deliveries by the Investor. (a) At the Closing, the Investor shall deliver to the Selling Shareholder:
(i) a signed Instrument of Transfer for the Shares, duly executed by the Investor; and
(ii) such other documents required to be delivered by the Investor under Section 5.1 hereof.
Closing Deliveries by the Investor. (a) At the First Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:
(i) a signed Instrument of Transfer for the First Closing Shares, duly executed by the Investor;
(ii) the Investor Rights Agreement, duly executed by the Investor;
(iii) the First Closing Purchase Price by wire transfer in immediately available funds to the bank account to be designated by the Selling Shareholder in writing to the Investor at least three (3) Business Days before the First Closing (the “Selling Shareholder Bank Account”); and
(iv) such other documents required to be delivered by the Investor under Section 5.1.
(b) At the Second Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:
(i) a signed Instrument of Transfer for the Second Closing Shares, duly executed by the Investor;
(ii) the Second Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and
(iii) such other documents required to be delivered by the Investor under Section 5.1.
(c) At the Third Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:
(i) a signed Instrument of Transfer for the Third Closing Shares, duly executed by the Investor;
(ii) the Third Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and
(iii) such other documents required to be delivered by the Investor under Section 5.1.
(d) At the Fourth Closing, the Investor shall deliver to the Selling Shareholder and the Company, as applicable:
(i) a signed Instrument of Transfer for the Fourth Closing Shares, duly executed by the Investor;
(ii) the Fourth Closing Purchase Price by wire transfer in immediately available funds to the Selling Shareholder Bank Account; and
(iii) such other documents required to be delivered by the Investor under Section 5.1.
Closing Deliveries by the Investor. Prior to the Closing, the Investor shall deliver to the Selling Shareholders details of its U.S. brokerage account to receive and hold the Shares. At the Closing, the Investor shall deliver to the Selling Shareholders:
(a) a signed Instrument of Transfer for the Shares, duly executed by the Investor; and
(b) subject to Section 2.5 below, the Purchase Price (after deduction of the Deposit, which, for the purpose of calculating such amount, shall be translated into U.S. dollars at the exchange rate published by the People’s Bank of China as of the date of the Closing) by wire transfer in immediately available funds in U.S. dollars to the bank account in Hong Kong as designated by the Selling Shareholders in writing to the Investor at least three (3) Business Days before the Closing (the “Selling Shareholders HK Account”).
Closing Deliveries by the Investor. At the Closing, the Investor or CIC, as applicable, shall deliver to the Company:
(a) the Purchase Price without any deduction or setoff of any kind, by wire transfer in immediately available funds to a bank account in the United States to be designated by the Company in a written notice to the Investor prior to the Closing;
(b) the officer’s certificate contemplated in Section 6.02(c);
(c) a true and complete copy, certified by an authorized representative of the Investor, without personal liability, of the resolutions duly and validly adopted by the executive director of the Investor evidencing the Investor’s authorization of the execution and delivery of this Agreement and each of the Transaction Agreements and the consummation of the transactions contemplated hereby and thereby;
(d) the Stockholder Agreement, duly executed by the Investor and CIC (only with respect to certain sections applicable to it therein); and
(e) the Side Letter Agreement, duly executed by the Investor and CIC.
Closing Deliveries by the Investor. At the Closing, the Investor shall deliver to the Company:
(a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;
(b) executed counterpart of the Registration Rights Agreement;
(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Investor, of the resolutions duly and validly adopted by the Board of Directors of the Investor evidencing its authorization of the execution and delivery of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby; and
(d) a certificate of a duly authorized officer of the Investor certifying as to the matters set forth in Section 6.01(a).
Closing Deliveries by the Investor. At the Closing, the Investor shall make payment of the Subscription Price payable by it in respect of the Subscription Shares by wire transfer in US dollars in immediately available funds to an account specified by the Company.
Closing Deliveries by the Investor. At the Closing, the Investor shall deliver to the Company:
(a) the Purchase Price paid in accordance with the provisions of Section 2.06 hereof;
(b) executed counterparts of each Ancillary Agreement to which the Investor is a party;
(c) the original of each of the following (i) $1,000,000 promissory note dated January 31, 2005 and executed by the Company, IST Services, Inc., and Tracking Systems, jointly and severally as Maker in favor of Opus 5949 LLC as Payee (the "First Opus Note"); (ii) 400,000 promissory note dated April 26, 2005 and executed by the Company, IST Services, Inc., and Tracking Systems, jointly and severally as Maker in favor of Opus 5949 LLC as Payee (the "Second Opus Note"); (iii) that certain $300,000 promissory note dated May 20, 2005 and executed by the Company, IST Services, Inc., and Tracking Systems, jointly and severally as Maker in favor of Opus 5949 LLC as Payee (the "Third Opus Note," and together with the First Opus Note and Second Opus Note, the "Opus Notes"), in each case marked as "cancelled" (such notes being repaid and offset against the Purchase Price) and (iv) releases of all security interests that Opus 5949 LLC (or any affiliate thereof) has in the assets of the Company, including but not limited to the release of all patent security interests and the filing of UCC termination statements; and
(d) the documents, instruments and writings contemplated or required to be delivered by the Investor at the Closing pursuant to Section 7.03.
