Closing Deliveries of the Investor. At the Closing, the Investor shall deliver to the Company:
(a) payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company on or prior to the date hereof.
Closing Deliveries of the Investor. At the Closing, the Investor shall deliver to the Sponsor a duly executed counterpart signature page to the New Partnership Agreement.
Closing Deliveries of the Investor. At the Closing, the Investor shall pay (a) US$25,000,000 of the Purchase Price to Oriental Shiny by wire transfer of immediately available funds to Oriental Shiny’s account provided to the Investor by the Company five (5) Business Days prior to the Closing; and (b) the remaining amount of the Purchase Price of US15,050,000 (the “Remaining Purchase Price”) to the Company by wire transfer of immediately available funds to an account provided to the Investor by the Company five (5) Business Days prior to the Closing.
Closing Deliveries of the Investor. (a) On or prior to the Initial Funding Date, the Investor shall deliver or cause to be delivered to the Issuer, the following:
(i) payment of the Initial Purchase Price payable in respect of the Exchangeable Debentures in accordance with Section 2.2(a); and
(ii) a duly executed counterpart of the Registration Rights Agreement.
(b) On or prior to the Second Funding Date, the Investor shall deliver or cause to be delivered to the Issuer the payment of the Second Purchase Price payable in respect of the Redeemable Shares in accordance with Section 2.2(b).
Closing Deliveries of the Investor. At the Closing Date, the Investor shall deliver or cause to be delivered to the Company:
(1) a receipt evidencing that the sum of $8,000,003.20 has been deposited with the Escrow Agent to be held in escrow in accordance with the terms of the Escrow Agreement;
(2) the Transaction Documents, duly executed by the Investor; and
(3) the certificate, dated the Closing Date, contemplated by Section 7.2(a).
Closing Deliveries of the Investor. At the Closing Date, the Investor shall deliver or cause to be delivered to the Company:
(i) the sum of $9,000,000 and $1,000,000, by wire transfer of immediately available funds to a bank account of the Company and VGI, respectively, in the United States designated in writing by the Company not less than two (2) Business Days prior to the Closing Date;
(ii) the Transaction Documents, duly executed by the Investor;
(iii) a receipt acknowledging delivery of the certificates representing shares of Series D Preferred Stock; and
(iv) the certificate, dated the Closing Date, contemplated by Section 7.02(a).
Closing Deliveries of the Investor. At the Closing, the ---------------------------------- Investor shall deliver or cause to be delivered the following items to the Corporation:
7.3.1. The sum set forth opposite its name under the heading "Second-II" on Schedule 2.1, by wire transfer for the purchase price of the Series C Shares to be purchased pursuant to this Agreement.
Closing Deliveries of the Investor. At the Closing, the Investor shall deliver to the Company:
(a) payment of the Purchase Price by wire transfer of immediately available funds to an account designated by the Company no later than 2 Business Days prior to the Closing Date;
(b) a copy of all resolutions and documentation evidencing the Investor’s board of directors’ authorization of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the other Transaction Documents, certified by a duly authorized director to be true, complete and correct copies thereof;
(c) incumbency certificates, in a form reasonably acceptable to the Company, with respect to the officers executing documents or instruments on behalf of the Investor, certified by a duly authorized director;
(d) a certificate, executed by a duly authorized director, dated as of the Closing Date, certifying as to the conditions set forth in Section 7; and
(e) such other documents and deliveries as set forth in Section 7.
Closing Deliveries of the Investor. At the Closing, the Investor shall perform and deliver the following, subject to waiver, in part or in full, by the Company:
(a) the Investor shall deliver an officer's certificate stating that the representations and warranties of the Investor contained in this Agreement and in any certificate delivered by the Investor pursuant hereto are true, correct and complete in all respects and that the covenants and other agreements of the Investor required by this Agreement to be complied with, performed or satisfied have been complied with, performed or satisfied in all respects;
(b) the Investor shall deliver a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Company) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect;
(c) the Investor shall have entered into and delivered the Shareholders' Agreement in the form set forth as Exhibit C attached hereto; and
(d) the Investor shall deliver and pay the Subscription Price in accordance with Section 1.2 hereof at the Closing.
Closing Deliveries of the Investor. The Investor shall deliver or cause to be delivered to the Issuer the following documents (collectively, the “Closing Documents”) (i) within ten (10) days of issuing an Exchange Request, a True-Up Notice or a Top-Up Notice, (ii) in the case of an Exchange Request where the Exchange Date is a Mandatory Redemption Date, not later than such Mandatory Redemption Date, or (iii) in the case of a True-Up Adjustment that is disputed, within five (5) Business Days of the parties agreeing to the calculation of the True-Up Adjustment in accordance with Section 2.4(c):
(a) a certificate signed by two senior officers of the Investor containing a representation and warranty by the Investor in favour of the Issuer that, (i) the Investor is a Qualified Canadian Holder and, (ii) in the case of an Exchange, the Investor is the Holder of all of the Securities to be Exchanged;
(b) in the case of an Exchange, the certificates representing the Securities to be Exchanged and such other documents and instruments as may be required to effect a transfer of such Securities under the Issuer’s and the Hydro Asset Owner’s respective governing statute and regulations, and under the Articles or other constating documents;
(c) if a Top-Up Option has been exercised, payment in immediately available funds of the amount required to satisfy the Top-Up Option;
(d) in the case of a True-Up Adjustment, the certificates or other documents representing the Hydro Equity Interests of the Investor that are to be transferred, together with duly executed transfer(s) in blank; and
(e) such additional documents and instruments as the Issuer may reasonably require.
