Common use of Closing; Delivery Clause in Contracts

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXX, on August 6, 2018, or at such other place and time as the Company and the Purchasers mutually agree upon, orally or in writing (such date, the “Initial Closing Date”). (b) At each Closing, in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing pursuant to Article IV, the Company shall deliver to such Purchaser: (i) a copy of the updated register of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified by the registered agent of the Company as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated by the Company.

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures, at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXX10 A.M., on August 6January , 20182007, or at such other time and place and time as the Company and the Purchasers mutually agree upon, orally or in writing (such date, which time and place are designated as the “Initial Closing DateClosing”), provided that at least 2,000,000 Shares must be sold in order to consummate the Initial Closing. In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. (b) At each Closing, in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing pursuant to Article IV, the Company shall deliver to such Purchaser: (i) a copy of the updated register of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified by the registered agent of the Company as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser, or by any combination of such methods. (c) After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to 505,885 additional shares of Series A Preferred Stock (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”) of the then outstanding Shares, provided that (i) such subsequent sale is consummated prior to 90 days after the Initial Closing, (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below), by executing and delivering a counterpart signature page to each of the Transaction Agreements, and (Ili) that the aggregate number of shares of Series A Preferred Stock sold at all Closings shall not exceed 2,529,425. Exhibjt A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.

Closing; Delivery. (a) 1.2.1. The closing of the initial purchase issuance and sale of the Preferred Sale Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXX, on August 6, 2018), or at such other date, time and place and time as shall be mutually agreed upon by the Company and each of the Purchasers mutually agree upon, orally or in writing (such datePurchasers. 1.2.2. At the Closing, the “Initial Closing Date”)following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. (b) 1.2.3. At each Closing, in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing pursuant to Article IV, the Company shall deliver to such Purchaser: the Purchasers: (ia) a A copy of the updated register of members shareholders of the Company showing each Purchaser as (the holder of the Preferred Sale Shares purchased by such Purchaser hereunder“Shareholders Register”), certified by the registered agent an executive officer of the Company as true and complete as prepared in accordance with Section 130 of the date of Companies Law, 5759–1999, as amended (the Closing“Companies Law”), (ii) a copy of in which the updated register of directors of respective Purchased Shares issued at the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the Closing are registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchasereach of the Purchasers, duly signed in the form attached hereto as Schedule 1.4.3(a) (b) True and sealed for correct copies of written resolutions, or minutes of a meeting of the Board and on behalf meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the purchase price Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the Preferred Sale Shares purchased by such participation rights of the Purchasers executing this Agreement. 1.2.4. At the Closing, each Purchaser at such Closing shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer to a bank account designated in accordance with the wire instructions or such other form of payment as is mutually agreed by the CompanyCompany and each Purchaser.

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) Note shall take place at Level 10the offices of Rxxxx Law Firm, Two IFCPC, Xx. 0 Xxxxxxx Xxxxxx, 2000 Xx Xxxxxx Xxx Xxxx, XxxxxxxxXxxxx 000, XXXXxxx Xxxx, Xxxxxxxxxx 00000, at 10 a.m., on August 6March 12, 20182009, or at such other time and place and time as the Company and the Purchasers Purchaser mutually agree upon, orally or in writing (such date, which time and place are designated as the “Initial Closing DateClosing”). At the Closing: (i) The Purchaser shall deliver the Purchase Price, payable by wire transfer to the bank account(s) of: (i) each of the creditor(s) in such amounts set forth opposite their name(s) on Schedule 1 attached hereto (the “Creditors”), and (ii) the Company’s bank account in the amount set forth on Schedule 1; and (ii) The Company shall deliver to the Purchaser the Note and a duly executed settlement and release agreement, payoff letter or other instrument satisfactory in form and substance to the Purchaser in its sole discretion evidencing the release by the Creditors of any and all liens and encumbrances on the Company’s and the Guarantor’s assets (including the Shares). (biii) At each Closing, in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing pursuant to Article IV, the The Company shall deliver to such Purchaser: the Purchase an amended certificate of incorporation (i) a copy the “Amended Certificate”), in substantially the form attached hereto as Schedule 2, authorizing the creation of the updated register _________ shares of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified by the registered agent of the Company as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated preferred stock. The Amended Certificate shall have been ratified by the Company’s board of directors and approved by the Company’s shareholders, and filed with the Secretary of State of New Jersey.

Closing; Delivery. (a) The closing of the initial purchase repurchase and sale of the Preferred Sale Shares Stock (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxxx Xxx Professional Corporation, 0000 Xxxx Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxxxxxx, XXX, on August 6, 2018Xxxx 00000, or at such other place location mutually agreeable to the parties hereto, no later than one (1) business day after the satisfaction or (subject to applicable law) waiver of the conditions set forth in Section 4 and time as Section 5 (excluding conditions that, by their terms, cannot be satisfied until the Company and the Purchasers mutually agree upon, orally or in writing (such date, the “Initial Closing Date”Closing). (b) At Upon execution of this Agreement, each ClosingSelling Stockholder shall deliver to American Stock Transfer & Trust Company, in addition as custodian (the “Custodian”), a certificate or certificates for the number of shares of the Stock to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing be sold by such Selling Stockholder pursuant to Article IVthis Agreement. (c) Prior to Closing, the Company shall deliver to such Purchaser: Bank One, N.A. (ithe “Escrow Agent”) pursuant to an escrow agreement among the Escrow Agent, the Company, the Selling Stockholders and the purchasers listed on Schedule II of that certain Stock Purchase Agreement of even date herewith (the “Escrow Agreement”) (a copy form of which is attached hereto as Exhibit B) cash by wire transfer or delivery of other immediately available funds in the amounts set forth opposite the names of the updated register of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified by the registered agent of the Company as true and complete as of the date of Selling Stockholders on Schedule I. (d) At the Closing, (ii) a copy the Company shall deliver to the Selling Stockholders promissory notes in the principal amounts set forth opposite the names of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and Selling Stockholders on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated by the Company.Schedule I.

Closing; Delivery. (a) 1.2.1. The closing of the initial purchase issuance and sale of the Preferred Sale Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXX, on August 6, 2018), or at such other date, time and place and time as shall be mutually agreed upon by the Company and each of the Purchasers mutually agree upon, orally or in writing (such datePurchasers. 1.2.2. At the Closing, the “Initial Closing Date”)following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. (b) 1.2.3. At each Closing, in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations at the Closing pursuant to Article IV, the Company shall deliver to such Purchaser: the Purchasers: (ia) a A copy of the updated register of members shareholders of the Company showing each Purchaser as (the holder of the Preferred Sale Shares purchased by such Purchaser hereunder“Shareholders Register”), certified by the registered agent an executive officer of the Company as true and complete as prepared in accordance with Section 130 of the date of Companies Law, 5759–1999, as amended (the Closing“Companies Law”), (ii) a copy of in which the updated register of directors of respective Purchased Shares issued at the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the Closing are registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchasereach of the Purchasers, duly signed in the form attached hereto as Schedule 1.4.3(a) (b) True and sealed for correct copies of written resolutions, or minutes of a meeting of the Board and on behalf meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the purchase price Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the Preferred Sale Shares purchased by such participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser at such Closing shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer to a bank account designated in accordance with the wire instructions or such other form of payment as is mutually agreed by the CompanyCompany and each Purchaser.

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXXremotely via the exchange of documents and signatures, on August 6, 2018a date specified by the Parties, or at such other time and place and time as the Company and the Purchasers mutually agree upon, orally which date shall be no later than five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in writing Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such date, conditions) (which time and place are designated as the “Initial Closing DateClosing”). (b) At each the Closing, in addition the Company shall cause its share register to any items be updated to reflect the delivery Preferred Shares purchased by the Purchasers and deliver a copy of which is made an express condition such updated share register certified by the Company’s registered agent to the Purchasers. (c) At the Closing, each of the Purchasers shall, severally and not jointly, deposit their respective portion of the Total Purchase Price for the Preferred Shares purchased by such Purchaser as indicated opposite such Purchaser’s obligations at name on Schedule 1 by wire transfer of immediately available U.S. dollar funds into the Closing pursuant to Article IVAccount. All bank charges and related expenses for remittance and receipt of funds shall be for the account of the Company. (d) Within five (5) Business Days after the Closing and against the payment of the purchase price paid by any Purchaser, the Company shall deliver to such Purchaser: (i) a copy of the updated register of members of the Company showing each Purchaser as the holder of one or more certificates representing the Preferred Sale Shares being purchased by such Purchaser hereunder, certified by hereunder at the registered agent of the Company Closing as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and set forth on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated by the CompanySchedule 1.

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) Purchased Shares, with respect to each Purchaser, shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXXremotely via the exchange of documents and signatures, on August 6, 2018a date specified by the Parties, or at such other time and place and time as the Company and the Purchasers such Purchaser may mutually agree upon, orally which date shall be no later than ten (10) Business Days after the satisfaction or waiver of each condition to the Closing set forth in writing Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such dateconditions at the Closing) or July 31, 2019 (provided that each condition to the Closing set forth in Section 2 and Section 3 has been satisfied or waived by relevant parties), whichever is later. The completion of the purchase and sale of the Purchased Shares shall be referred to as the “Initial Closing DateClosing”). (b) At each the Closing, in addition the Company shall cause its register of members to any items be updated to reflect the delivery Purchased Shares purchased by such Purchaser, and shall deliver a copy of which is made an express condition such updated register of members to each such Purchaser, certified as a true and correct copy by the Company’s obligations at registered agent. (c) At the Closing Closing, the Company shall cause its register of directors to be updated to reflect the appointment of directors pursuant to Article IVSection 2.14 hereof, and shall deliver a copy of such updated register of director to such Purchaser, certified as a true and correct copy by the Company’s registered agent. (d) At the Closing, the Company shall deliver to such Purchaser: (i) a copy copies of the updated register of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified by the registered agent of the Company as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Purchased Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares being purchased by such Purchaser at the Closing as set forth on Schedule 1 (the originals of which shall be delivered to such Closing Purchaser within five (5) Business Days after the Closing). (e) At the Closing, each relevant Purchaser shall deposit its respective portion of the Purchase Price as indicated opposite such Purchaser’s name on Schedule 1 by wire transfer to a bank account designated by of immediately available US$ funds into the CompanyClosing Account (as defined below).

Closing; Delivery. (a) The closing of the initial purchase and sale of the Preferred Sale Shares (the “Initial Closing”) shall take place at Level 10, Two IFC, Xx. 0 Xxxxxxx Xxxxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXXremotely via the exchange of documents and signatures, on August 6, 2018a date specified by the Parties, or at such other time and place and time as the Company Seller and the Purchasers Purchaser mutually agree upon, orally which date shall be no later than. five (5) Business Days after the satisfaction or waiver of each condition to the Closing set forth in writing Section 2 and Section 3 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such date, conditions) (which time and place are designated as the “Initial Closing DateClosing”). (b) At each the Closing, in addition the Company shall cause its register of members to any items be updated to reflect the Shares purchased by the Purchaser and deliver a copy of such updated share register certified by the Company’s registered agent to the Purchaser. (c) At the Closing, the Purchaser shall deliver a certified true copy of the draft register of members of Purchaser as at the date of the Closing and giving effect to the issuance of 65,934,066 Consideration Shares of Purchaser, par value US$0.00002 per share, certified by a director of the Purchaser to be true and complete copies thereof (to be followed by the delivery of which is made an express condition to each Purchaser’s obligations at certified true copies of the Closing pursuant to Article IVfinal, original register of members within five (5) Business Days from the date of the Closing). (d) Within three (3) Business Days after the Closing, the Company shall deliver to such Purchaser: (i) a copy of the updated register of members of Purchaser one or more certificates representing the Company showing each Purchaser as the holder of the Preferred Sale Shares being purchased by such the Purchaser hereunder, certified by hereunder at the registered agent of the Company Closing as true and complete as of the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and set forth on behalf of the Company, against payment of the purchase price for the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated by the CompanySchedule 1.

Closing; Delivery. (a) The closing 1.2.1 Subject to the terms and conditions hereof, the consummation of the initial purchase and sale of the Preferred Sale Shares Exchange (the “Initial Closing”) shall take place (i) remotely via the electronic exchange of the applicable documents and signatures at Level 109:00 a.m. (New York City time) on the date that is three (3) Business Days after the satisfaction or waiver by the appropriate party (to the extent permitted by applicable Law) of the conditions precedent set forth in Section 1.3 (except for those conditions that by their nature are to be satisfied by the delivery of documents or taking of actions at the Closing, Two IFCbut subject to the satisfaction of such conditions at the Closing or, Xx. 0 Xxxxxxx Xxxxxxif permissible, Xxxxxx Xxx Xxxx, Xxxxxxxx, XXX, on August 6, 2018, waiver in writing by the party hereto entitled to the benefit of those conditions at the Closing) or at (ii) such other date, time and place and time as the Company and the Purchasers mutually agree upon, orally or may be agreed in writing by the parties (such dateday of Closing, the “Initial Closing Date”). (b) 1.2.2 At each the Closing, the Holder shall deliver its certificates representing the 139,768 shares of Series E-1 Preferred and one (1) share of Series F-1 Preferred (or, as applicable, Lost Security Documentation in addition to any items the delivery of which is made an express condition to each Purchaser’s obligations respect thereof) and, in exchange therefor, at the Closing pursuant Closing, the Issued Shares shall be issued to Article IVthe Holder and held in book-entry form by Computershare Trust Company, N.A., in the name of the Holder. 1.2.3 At the Closing, the Company shall deliver or cause to such Purchaser: be delivered (i) a copy of the updated register of members of the Company showing each Purchaser as the holder of the Preferred Sale Shares purchased by such Purchaser hereunder, certified unless waived by the registered agent of Holder) to the Company as true and complete as of Holder, a certificate executed on the date of the Closing, (ii) a copy of the updated register of directors of the Company reflecting the appointment of the directors as contemplated by Section 4.4, certified Company’s behalf by the registered agent of the Company as true and complete as of the date of the Closing, and (iii) a duly issued share certificate or certificates to each Purchaser representing the Preferred Sale Shares purchased by such Purchaser issued in the name of such Purchaser, duly signed and sealed for and on behalf Secretary of the Company, against payment certifying as to and attaching resolutions of the purchase price for Board of Directors of the Preferred Sale Shares purchased by such Purchaser at such Closing by wire transfer to a bank account designated Company and the Special Committee authorizing the execution and delivery by the CompanyCompany of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Issued Shares.