Common use of Closing; Deliveries; Payment Clause in Contracts

Closing; Deliveries; Payment. The closing of the purchase and sale of the Securities under this Agreement (the “Closing”) shall take place on the date hereof (the “Closing Date”) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx. This Agreement, the Note, the Warrant, the Pledge Agreement and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at the Closing (the “Loan Documents”) shall be deemed to be delivered simultaneously on the Closing Date and may be delivered by means of an exchange of executed documents by facsimile or as an attachment in “pdf” or similar format to an electronic mail message with original manually executed documents to follow by mail or courier service. 3.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to this Agreement; (b) duly executed Note registered in the name of the Purchaser; (c) duly executed Warrant registered in the name of the Purchaser; (d) a duly executed counterpart to the Pledge Agreement; (e) evidence of filing of UCC financing statements in the State of Delaware with respect to the Collateral; (f) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware as of a recent date; (g) a certificate of existence and good standing as to BioAmber S.A.S., a French société par actions simplifiée (“BioAmber”), by the applicable governmental authorities in France as of a recent date; (h) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Loan Documents on behalf of the Company, (ii) the resolutions of the Board of Directors of the Company duly authorizing the transactions contemplated by this Agreement and the other Loan Documents, (iii) the bylaws of the Company as in effect at the time of the Closing, and (iv) the certificate of incorporation of the Company as in effect at the time of the Closing; (i) a certificate of the Directeur Général in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officer executing the Pledge Agreement on behalf of BioAmber, (ii) the certificate of incorporation of BioAmber as in effect at the time of Closing, and (iii) the bylaws of BioAmber as in effect at the timing of the Closing; (j) copies of all consents, waivers and other approvals required in connection with execution, delivery and performance of this Agreement and the other Loan Documents and the other transactions contemplated hereunder and thereunder including, without limitation evidence of the release of the security interests previously made by the Company in favor of the holders of the outstanding promissory notes of the Company (the “Releases”); and (k) subject to Section 8.7 hereof, a wire transfer to Purchaser’s legal counsel, Xxxxxx, Xxxxx & Bockius LLP, in payment of its fees and expenses relating to this transaction in the amount indicated on bills presented to the Company at or prior to Closing. 3.2 At the Closing, subject to the terms and conditions hereof, the Purchaser shall deliver to the Company the following: (a) a wire transfer in the amount of US$4,000,000 for the purchase price of the Securities (the “Purchase Price”) to an account designated in writing by the Company not less than two business days prior to the Closing; (b) duly executed counterpart to this Agreement; and (c) duly executed counterpart to the Pledge Agreement.

Closing; Deliveries; Payment. (a) The closing of the purchase and sale of the Securities under this Agreement (the “Closing”) shall take place on the date hereof (the “Closing Date”) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx. This Agreement, the Note, the Warrant, the Pledge Agreement and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at the Closing (the “Loan Documents”) shall be deemed to be delivered simultaneously on the Closing Date and may be delivered by means of an exchange of executed documents by facsimile or as an attachment in “pdf” or similar format to an electronic mail message with original manually executed documents to follow by mail or courier service. 3.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to this Agreement; (b) duly executed Note registered in the name of the Purchaser; (c) duly executed Warrant registered in the name of the Purchaser; (d) a duly executed counterpart to the Pledge Agreement; (e) evidence of filing of UCC financing statements in the State of Delaware with respect to the Collateral; (f) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware as of a recent date; (g) a certificate of existence and good standing as to BioAmber S.A.S., a French société par actions simplifiée (“BioAmber”), by the applicable governmental authorities in France as of a recent date; (h) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Loan Documents on behalf of the Company, (ii) the resolutions of the Board of Directors of the Company duly authorizing the transactions contemplated by this Agreement and (the other Loan Documents, (iii"Closing") the bylaws of the Company as in effect shall take place at the offices of Cartxx, Xxxxxxx & Xilbxxx xx Two Wall Street, New York, New York, commencing at 10:00 a.m. local time of on March 26, 2000, or at such other, or such additional, time and place as the ClosingParties hereto may mutually agree (the "Closing Date"). The Closing shall be deemed to have occurred at 12:01 a.m. local time, and (iv) on the certificate of incorporation of the Company as in effect at the time of the Closing;Closing Date. (ib) a certificate of the Directeur Général in a form satisfactory The Vermont Shares shall be delivered to the Purchaser certifying as to (i) the incumbency of the officer executing the Pledge Agreement on behalf of BioAmber, (ii) the certificate of incorporation of BioAmber as in effect at the time of Closing, Buyer and (iii) the bylaws of BioAmber as in effect at the timing of the Closing; (j) copies Communications free and clear of all consentsliens, waivers and pledges, encumbrances, claims, security interests, charges, voting trusts, voting agreements, other approvals required in connection with executionagreements, delivery and performance rights, options, warrants or restrictions or claims of this Agreement and the any kind, nature or description, other Loan Documents and the other transactions contemplated hereunder and thereunder including, without limitation evidence of the release of the security interests previously made by the Company in favor of the holders of the outstanding promissory notes of the Company (the “Releases”); and (k) subject to Section 8.7 hereof, a wire transfer to Purchaser’s legal counsel, Xxxxxx, Xxxxx & Bockius LLP, in payment of its fees and expenses relating than pursuant to this transaction in the amount indicated on bills presented to the Company at or prior to Closing. 3.2 Agreement. At the Closing, UBIBV and VCG shall also deliver such certificates, instruments, and documents as are required of UBIBV and VCG under the terms and provisions of this Agreement, all of which shall be in form and substance reasonably satisfactory to Buyer. At the Closing, VCG shall deliver to Communications a duly executed stock transfer form in relation to the entire issued share capital of VCG Holdings, together with a share certificate in respect of the number of shares constituted in that stock transfer form in favor of Communications and shall cause the name of Communications to be entered into the register of members of VCG Holdings as the registered holder of such shares subject to the terms and conditions hereofstock transfer form being duly stamped. At the Closing, the Purchaser VCG shall deliver to Buyer (on its permitted assignee) stock powers duly endorsed in blank in respect of the Company the following:Definitive Stock Shares. (ac) a At the Closing, Buyer shall pay the Purchase Price to VCG for the Vermont Shares in immediately available funds by wire transfer in the amount of US$4,000,000 for the purchase price of the Securities (the “Purchase Price”to such account(s) to an account as shall be designated by VCG in writing by the Company not less than at least two business days (2) full Business Days prior to the Closing;. Buyer and VCG shall agree prior to the Closing on the allocation of the Purchase Price among the Vermont Entities. Buyer shall deliver such certificates, instruments and documents as are required of Buyer and Communications under the terms and provisions of this Agreement, all of which shall be in form and substance reasonably satisfactory to VCG. (bd) duly executed counterpart On the Closing Date, Buyer and Communications will cause the Vermont Entities to this Agreement; and (c) duly executed counterpart settle all Intercompany Debt and shall put them in funds to do so in an amount equal to the Pledge AgreementIntercompany Debt. If and to the extent that following payment of all Intercompany Debt any amount is or may become payable by any of the Vermont Entities to UBIBV or any Affiliate of UBIBV (other than a Vermont Entity), the occurrence of Closing shall take effect as a waiver by UBIBV, for itself and on behalf of each of its Affiliates, of any amount so payable, except with respect to normal trading balances payable to OiT and Express Newspapers Limited and receivable by FPG International, L.L.C. in respect to web hosting, image purchasing and rent respectively, which shall survive and continue on normal terms or as otherwise provided herein.

Closing; Deliveries; Payment. The closing (a) On the Closing Date, Seller shall deliver, and cause to be delivered, to Buyer: (i) A written release and/or lien termination letter executed by UBOC releasing the security interest held by UBOC in (x) the Shares and (y) the shares of capital stock of the purchase and sale Subsidiaries, together with the original certificate or certificates representing all of the Securities under this Agreement Shares, duly endorsed in blank by Z-Spanish or accompanied by an irrevocable stock power duly endorsed in blank by Z-Spanish; (ii) The resignation and general release of all claims of each person that is a director or officer of the “Closing”) shall take place on Company or its Subsidiaries as a director and officer of the date hereof (the “Closing Date”) at the offices Company and its Subsidiaries effective as of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx. This Agreement, the Note, the Warrant, the Pledge Agreement and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at the Closing (the “Loan Documents”) shall be deemed to be delivered simultaneously on the Closing Date and may be delivered by means of an exchange of executed documents by facsimile or as an attachment in “pdf” or similar format to an electronic mail message with original manually executed documents to follow by mail or courier service. 3.1 At the Closing, subject in a form reasonably acceptable to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to this AgreementBuyer; (biii) Copies of all required notices or consents listed on Schedule 3.5 (other than the consents referenced in Item 7 of Schedule 3.5), duly executed Note registered by the appropriate parties thereto, in the name of the Purchaserform and substance reasonably acceptable to Buyer; (civ) A certificate signed by a duly executed Warrant registered in authorized officer of each of Seller and the name Company certifying as of Closing as to the satisfaction of the Purchaserconditions set forth in Section 8.1(a); (dv) a duly executed counterpart to the Pledge Agreement; (e) evidence A certified copy of filing of UCC financing statements in the State of Delaware with respect to the Collateral; (f) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware as of a recent date; (g) a certificate of existence and good standing as to BioAmber S.A.S., a French société par actions simplifiée (“BioAmber”), by the applicable governmental authorities in France as of a recent date; (h) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Loan Documents on behalf of the Company, (ii) the resolutions of the Board of Directors of each of Entravision, Z-Spanish and the Company duly Company, authorizing the transactions contemplated by and approving this Agreement and the other Loan Documentsconsummation of the transactions contemplated hereby; (vi) Incumbency and specimen signature certificates relating to each person executing any document executed and delivered by Entravision, Z-Spanish and the Company pursuant to the terms hereof; (iiivii) A copy of the bylaws Certificate of Incorporation of the Company as in effect at and each Subsidiary certified by the time Secretary of State of their respective states of incorporation, and a copy of the Closing, and (iv) the certificate of incorporation Bylaws of the Company as in effect at and each Subsidiary certified by the time secretary of the ClosingCompany; (iviii) a certificate A Certificate of Good Standing with respect to the Company, Z-Spanish, Entravision and each of the Directeur Général in a form satisfactory Subsidiaries issued by the appropriate state official for its jurisdiction of organization, each dated not more than twenty (20) days prior to the Purchaser certifying as Closing Date; (ix) A Certificate of Authority to Transact Business (ior similar document) with respect to the incumbency Company and each of the officer executing Subsidiaries issued by the Pledge Agreement appropriate state official for each jurisdiction set forth opposite the Company’s and the Subsidiaries’ respective names on behalf Schedule 3.22, each dated not more than twenty (20) days prior to the Closing Date; (x) Such other documents as Buyer may reasonably request in good faith at least five (5) days prior to the Closing Date for the purpose of BioAmberfacilitating the consummation of the purchase and sale of the Shares contemplated hereby; (xi) The legal opinion of Xxxxx & Xxxxxxx LLP, in the form attached as Exhibit A; (iixii) Exclusive right to possess the certificate books, records, assets and properties of incorporation of BioAmber the Company and its Subsidiaries as in effect at the time of Closing, including without limitation their tangible assets and electronic books and records (iii) the bylaws of BioAmber as in effect such books and records to include without limitation detailed ledgers and other records backing up and supporting all balance sheet accounts at the timing Closing and detailed working papers for purposes of the Closing; (j) FAS 109 calculations for the year ended December 31, 2007); provided that Seller shall be entitled to retain copies of all consentsbooks, waivers records, ledgers and other approvals required in connection with executionworking papers, delivery and performance provided further that working papers for purposes of this Agreement FAS 109 calculations for any calendar quarter that ends subsequent to December 31, 2007 and the other Loan Documents and the other transactions contemplated hereunder and thereunder including, without limitation evidence prior to Closing shall be provided to Buyer within 90 days of the release of the security interests previously made by the Company in favor of the holders of the outstanding promissory notes of the Company (the “Releases”Closing); and (kxiii) subject to Section 8.7 hereof, a wire transfer to Purchaser’s legal counsel, Xxxxxx, Xxxxx & Bockius LLP, Complete copies of all insurance policies described in payment of its fees and expenses relating to this transaction in the amount indicated on bills presented to the Company at or prior to ClosingSchedule 3.11. 3.2 At (b) On the ClosingClosing Date, subject Buyer shall deliver, or cause to the terms and conditions hereofbe delivered, the Purchaser shall deliver to the Company the followingSeller: (ai) a The Purchase Price set forth in Section 2.2 by wire transfer in the amount of US$4,000,000 for the purchase price of the Securities (the “Purchase Price”) immediately available funds to an account designated by Seller; (ii) A certificate signed by a duly authorized officer of Buyer certifying that the representations and warranties made by Buyer in this Agreement are true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date (except for any changes permitted by the terms of this Agreement or consented to in writing by Seller), and that Buyer has performed and complied with all of its obligations under this Agreement which are to be performed or complied with on or prior to the Company Closing Date; (iii) A certified copy of the resolutions of the Board of Directors of Buyer, authorizing and approving this Agreement and the consummation of the transactions contemplated hereby; (iv) Incumbency and specimen signature certificates relating to each person executing any document executed and delivered by Buyer pursuant to the terms hereof; (v) A Certificate of Good Standing with respect to Buyer issued by the appropriate state official for its jurisdiction of organization, each dated not less more than two business twenty (20) days prior to the Closing; (b) duly executed counterpart to this AgreementClosing Date; and (cvi) duly executed counterpart Such other documents as Seller may reasonably request in good faith at least five (5) days prior to the Pledge AgreementClosing Date for the purpose of facilitating the consummation of the purchase and sale of the Shares contemplated hereby.

Closing; Deliveries; Payment. The closing of the purchase and sale of the Securities under this Agreement (the “Closing”) shall take place on promptly after satisfaction (or waiver as provided herein) of the conditions set forth in Section 7 (other than those conditions that by their nature will be satisfied at the Closing), unless another time or date hereof is agreed to in writing by the parties (the “Closing Date”) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XxxxxxxxxxxxXX, 00000, or at such other time and place as the Company and the Purchaser mutually agree. This Agreement, the Noteescrow agreement attached hereto as Exhibit A (the “Escrow Agreement”), the Warrant, shareholders agreement attached hereto as Exhibit B (the Pledge Agreement “Shareholders Agreement”) and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at the Closing (collectively, the “Loan Closing Documents”) shall be deemed to be delivered simultaneously on the Closing Date and may be delivered by means of an exchange of executed documents by facsimile or as an attachment in “pdf” or similar format to an electronic mail message with original manually executed documents to follow by mail or courier service. 3.1 2.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to this the Escrow Agreement; (b) a duly executed Note registered in counterpart to the name of the PurchaserShareholders Agreement; (c) one or more duly executed Warrant stock certificates representing the Securities registered in the name of the Purchaser; (d) a duly executed counterpart to the Pledge Agreement; (e) evidence of filing of UCC financing statements in the State of Delaware with respect to the Collateral; (f) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware as of a recent date; (g) a certificate of existence and good standing as to BioAmber S.A.S., a French société par actions simplifiée (“BioAmber”), by the applicable governmental authorities in France as of a recent date; (he) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Loan Closing Documents on behalf of the Company, (ii) the resolutions of the Board of Directors of the Company duly authorizing the transactions contemplated by this Agreement and the other Loan Closing Documents, (iii) the bylaws of the Company as in effect at the time of the Closing, and (iv) the certificate of incorporation of the Company as in effect at the time of the Closing; (if) a certificate of the Directeur Général in a form satisfactory to the Purchaser certifying as to (i) the incumbency Chief Executive Officer of the officer executing the Pledge Agreement on behalf of BioAmber, (ii) the certificate of incorporation of BioAmber as in effect at the time of Closing, and (iii) the bylaws of BioAmber as in effect at the timing of the ClosingCompany pursuant to Section 7.4 hereof; (jg) copies of all consents, waivers and other approvals required in connection with execution, delivery and performance of this Agreement and the other Loan Closing Documents and the other transactions contemplated hereunder and thereunder including, without limitation evidence of the release of the security interests previously made by the Company in favor of the holders of the outstanding promissory notes of the Company (the “Releases”); and (k) subject to Section 8.7 hereof, a wire transfer to Purchaser’s legal counsel, Xxxxxx, Xxxxx & Bockius LLP, in payment of its fees and expenses relating to this transaction in the amount indicated on bills presented to the Company at or prior to Closingthereunder. 3.2 2.2 At the Closing, subject to the terms and conditions hereof, the Purchaser shall deliver to the Company the following: (a) a wire transfer in the amount of US$4,000,000 for the purchase price 4,000,001, in payment of the Securities (the “Purchase Price”) , to an the trust account designated of the Company’s legal counsel, and the Purchase Price will be held in writing escrow by the Company not less than two business days prior to Company’s legal counsel in accordance with the terms of the Escrow Agreement until the completion of the Closing; (b) duly executed counterpart to this Agreement; and (c) a duly executed counterpart to the Pledge Escrow Agreement; (c) a duly executed counterpart to the Shareholders Agreement. 2.3 At the Closing, pursuant to the Note: (a) US$3,999,900 of the Note shall, without further action required on the part of either the Company or the Purchaser, be automatically converted pursuant to Section 4 of the Note, into 19,900 shares of Common Stock at a price of US$201 per share;

Closing; Deliveries; Payment. The closing of the purchase and sale of the Securities under this Agreement (the “Closing”) shall take place on promptly after satisfaction (or waiver as provided herein) of the conditions set forth in Section 7 (other than those conditions that by their nature will be satisfied at the Closing), unless another time or date hereof is agreed to in writing by the parties (the “Closing Date”) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XxxxxxxxxxxxXX, 00000, or at such other time and place as the Company and the Purchaser mutually agree. This Agreement, the Noteescrow agreement attached hereto as Exhibit A (the “Escrow Agreement”), the Warrant, shareholders agreement attached hereto as Exhibit B (the Pledge Agreement “Shareholders Agreement”) and all other agreements, certificates, documents and instruments furnished in connection herewith or therewith at the Closing (collectively, the “Loan Closing Documents”) shall be deemed to be delivered simultaneously on the Closing Date and may be delivered by means of an exchange of executed documents by facsimile or as an attachment in “pdf” or similar format to an electronic mail message with original manually executed documents to follow by mail or courier service. 3.1 2.1 At the Closing, subject to the terms and conditions hereof, the Company shall deliver to the Purchaser the following: (a) a duly executed counterpart to this the Escrow Agreement; (b) a duly executed Note registered in counterpart to the name of the PurchaserShareholders Agreement; (c) one or more duly executed Warrant stock certificates representing the Securities registered in the name of the Purchaser; (d) a duly executed counterpart to the Pledge Agreement; (e) evidence of filing of UCC financing statements in the State of Delaware with respect to the Collateral; (f) a certificate of good standing as to the Company issued by the Secretary of State of the State of Delaware as of a recent date; (g) a certificate of existence and good standing as to BioAmber S.A.S., a French société par actions simplifiée (“BioAmber”), by the applicable governmental authorities in France as of a recent date; (he) a certificate of the secretary of the Company in a form satisfactory to the Purchaser certifying as to (i) the incumbency of the officers executing the Loan Closing Documents on behalf of the Company, (ii) the resolutions of the Board of Directors of the Company duly authorizing the transactions contemplated by this Agreement and the other Loan Closing Documents, (iii) the bylaws of the Company as in effect at the time of the Closing, and (iv) the certificate of incorporation of the Company as in effect at the time of the Closing; (if) a certificate of the Directeur Général in a form satisfactory to the Purchaser certifying as to (i) the incumbency Chief Executive Officer of the officer executing the Pledge Agreement on behalf of BioAmber, (ii) the certificate of incorporation of BioAmber as in effect at the time of Closing, and (iii) the bylaws of BioAmber as in effect at the timing of the ClosingCompany pursuant to Section 7.4 hereof; (jg) copies of all consents, waivers and other approvals required in connection with execution, delivery and performance of this Agreement and the other Loan Closing Documents and the other transactions contemplated hereunder and thereunder including, without limitation limitation, evidence of the release of the security interests previously made by the Company in favor of FCPR Sofinnova Capital VI, a French fonds commun de placement á risques, stemming from the holders issuance of the outstanding promissory notes a Four Million Dollars (US$4,000,000) Note as of the Company June 22, 2009 (the “Releases”); and (k) subject to Section 8.7 hereof, a wire transfer to Purchaser’s legal counsel, Xxxxxx, Xxxxx & Bockius LLP, in payment of its fees and expenses relating to this transaction in the amount indicated on bills presented to the Company at or prior to Closing. 3.2 2.2 At the Closing, subject to the terms and conditions hereof, the Purchaser shall deliver to the Company the following: (a) a wire transfer in the amount of US$4,000,000 1,999,950 for the purchase price of the Securities (the “Purchase Price”) to an the trust account designated of the Company’s legal counsel, and the Purchase Price will be held in writing escrow by the Company not less than two business days prior to Company’s legal counsel in accordance with the terms of the Escrow Agreement until the completion of the Closing; (b) duly executed counterpart to this Agreement; and (c) a duly executed counterpart to the Pledge Escrow Agreement; (c) a duly executed counterpart to the Shareholders Agreement.