Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall, and shall cause its Purchaser Affiliates to:
(a) deliver to BSC an amount equal to the Initial Purchase Price (and the Milestone Payment, if any, due pursuant to Section 2.04(a)) less the sum of (x) the Aggregate Deferred Amount and (y) any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld), by wire transfer in immediately available funds to the Purchase Price Bank Account or, in the event that a local payment of the relevant portion of the Initial Purchase Price is required in a particular jurisdiction, such other bank accounts to be designated by BSC in a written notice to the Purchaser at least five (5) Business Days before the Closing;
(b) deposit with the Escrow Agent an amount (the “Aggregate Deferred Amount”) equal to the aggregate amount of the Purchase Price allocable to each Deferred Closing Country in U.S. dollars (each such amount, a “Deferred Closing Country Amount”), to be released in accordance with the terms of the Escrow Agreement; provided that if the Escrow Agreement is not executed as of the Closing Date, the Purchaser shall withhold from the Initial Purchase Price the Aggregate Deferred Amount and deposit such amount with the Escrow Agent concurrently with the execution and delivery of the Escrow Agreement and the establishment of the escrow account thereunder;
(c) deliver to BSC duly executed counterparts of each Ancillary Agreement to which the Purchaser or any of its Affiliates is a party;
(d) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is, or will on the Closing Date be, party and the consummation of the transactions contemplated hereby and thereby;
(e) deliver to BSC a true and complete copy, certified by the Secretary or Assistant Secretary of the applicable Purchaser Affiliate, of the resolutions duly and validly adopted by the Board of Directors and (to the extent necessary to authorize due execution and delivery) the equity holders of each of the Purchaser Affiliates evidencing their authorization of the execution and delivery of the Ancillary Agreements to which such Purchaser Affiliate is, or wi...
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller:
(a) the Purchase Price by wire transfer in immediately available funds to the Purchase Price Bank Account;
(b) counterparts of each Ancillary Agreement to which the Purchaser is a party duly executed by the Purchaser;
(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;
(d) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; and
(e) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 7.01(a).
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to:
(a) the Sellers the certificate referenced in Section 8.01(a)(iii); and
(b) each Seller such Seller’s Owned Purchaser Share Amount by wire transfer of immediately available funds to the applicable Purchase Price Bank Account.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller
(a) the Purchase Price by wire transfer in immediately available funds to a bank account in the United States to be designated by the Seller in a written notice to the Purchaser at least five (5) Business Days before the Closing;
(b) the certificate contemplated by Section 8.01(a); and
(c) such other documents and instruments reasonably requested by the Seller to consummate the transactions contemplated hereby.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller:
(a) the Purchase Price, less, if applicable, the amount of the Deposit and the amount contemplated by Section 8.02(i), by wire transfer in immediately available funds to the Purchase Price Bank Account;
(b) an amount equal to the principal (in the amount of $480 million) plus accrued interest outstanding under the Subordinated Debenture by wire transfer in immediately available funds to the Purchase Price Bank Account; and
(c) the certificates and other documents required to be delivered pursuant to Section 8.01.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Company:
(a) the Subscription Price by wire transfer in immediately available funds to the bank account to be designated by the Company in a written notice to the Purchaser at least two (3) Business Days before the Closing;
(b) executed counterparts of the Registration Rights Agreement to which the Purchaser is a party; and
(c) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 6.01(a).
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller or cause to be delivered to the Seller:
(a) The Closing Date Payment by wire transfer of immediately available funds to the Seller’s account set forth on Schedule 3.4(a) of this Agreement;
(b) the bring-down certificates referred to in Sections 3.6(a) and 3.6(b);
(c) a certificate signed by a senior officer of the Purchaser certifying (i) the articles of amalgamation and by-laws of the Purchaser, (ii) the resolutions of the Purchaser's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Purchaser and certifying the genuineness of such signatures;
(d) a certificate of status (or equivalent) for the Purchaser issued within two (2) days prior to the Closing;
(e) all deeds, assignments, bills of sale and other conveyancing documents required to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities;
(f) a duly executed signature page to the Escrow Agreement;
(g) a duly executed signature page to the Non-Compete Agreement;
(h) a duly executed signature page to the Transition Services Agreement;
(i) a receipt for the Purchased Assets;
(j) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Company the items specified below:
(a) a receipt acknowledging delivery by the Company of the stock certificates specified in Section 2.04(a);
(b) a duly executed Warrant Agreement;
(c) a duly executed Registration Rights Agreement; and
(d) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Purchaser certifying the satisfaction of the condition set forth in Section 6.02(a) hereof.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller the opinions, certificates and other documents required to be delivered pursuant to Section 6.1, and shall deliver the Purchase Price monies to the Escrow Agent in accordance with the Escrow Agreement.
Closing Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller:
(a) the Closing Payment by wire transfer in immediately available funds to the Seller Bank Account; and
(b) executed counterparts of each Ancillary Agreement to which the Purchaser is a party.
