Closing Payment and Delivery. The closing of the Offering will be completed at the offices of Bxxxxxx Xxxxx XXX, 0000 Xxxxxxx Xxxx Xxxx, 800 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0 on February 22, 2007 or such later date as the parties may mutually agree to in writing, but in any event no later than March 22, 2007 (the “Closing Date”), at 6:30 a.m. (Calgary time) (such time on the Closing Date is referred to herein as the “Closing Time”). At the Closing Time, the Company shall deliver to the Underwriter against delivery to the Company by the Underwriter of the gross proceeds of the Offering:
(a) certificates representing the Unit Shares and Unit Warrants comprising the Offered Units to be purchased by the Underwriter in accordance with the terms of this agreement duly registered as the Underwriter shall have directed 48 hours prior to the Closing Time on the Closing Date;
(b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof;
(c) executed copies of the standstill agreements (the “Standstill Agreements”) in the form of Schedule “A” hereto addressed to the Underwriter from each of the directors and officers of the Company pursuant to which such persons agree not to sell, transfer, assign, pledge or otherwise dispose of any securities of the Company owned by any such persons, directly or indirectly, until the 90th day following the Closing Date, without the prior written consent of the Underwriter;
(d) the requisite legal opinions and certificates and covenants as contemplated herein; and
(e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time:
(f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course...
Closing Payment and Delivery. At the Closing, each Additional Subscriber will pay to SurgiCare, by wire transfer of immediately available funds, the amount set forth opposite its name in the column labeled "Total Purchase Price" on Schedule I; and SurgiCare will deliver to each Additional Subscriber a certificate or certificates registered in the Additional Subscriber's name (or in such name or names as otherwise set forth on Schedule I) representing the portion of the Assigned Shares equal to the percentage of the total number of Assigned Shares set forth opposite its name in the column entitled "Percentage of Assigned Shares" on Schedule I.
Closing Payment and Delivery. At the Closing, each Purchaser will pay to the Company the amount set forth opposite its name on the Schedule of Purchasers, by check or wire transfer, at the Company's option, and, in the case of Telantis Venture Partners V, Inc., for a portion of its payment, by the surrender of promissory notes of the Company held by such investor in principal amount of $200,000, and the Company will deliver to each Purchaser a certificate or certificates for the number of shares and a Warrant for the number of Warrant Shares, in each case set forth opposite its name on the Schedule of Purchasers registered in each Purchaser's name (or in such name or names as otherwise designated by such Purchaser).
Closing Payment and Delivery. Subject to fulfillment of the conditions set forth in Section 5 below, the consummation of the transactions contemplated herein (the “Closing”) shall take place at the offices of Xxxx Xxxxx LLP, 1510 Page Xxxx Xxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx, 00000 (or remotely via the exchange of documents and signatures) on the Effective Date. At the Closing, the Company shall deliver to Invesco a letter of direction in the form set forth in Exhibit A hereto (the “Letter of Direction”). Invesco shall purchase the Shares by making payment to the Company and/or the Company’s designee in cash or wire transfer of funds of the purchase price as set forth below Invesco’s name on the signature page hereto (the “Purchase Price”) in accordance with the Letter of Direction.
Closing Payment and Delivery. The closing of the purchase and sale of the Shares (the “Closing”) will take place on the Effective Date at the offices of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, 000 00xx Xxxxxx, XX, Xxxxx 0000 Xxxxxxx, XX 00000-0000, upon confirmation that the conditions to Company’s and Investor’s obligations to effect the Closing have been satisfied or waived. At the Closing, payment of the Purchase Price for the Shares shall be made to the Company by Federal Funds wire transfer against delivery to Investor of a certificate representing the Shares.
Closing Payment and Delivery. The closing of the Offering will be completed at the offices of Xxxxxxx Xxxxx XXX, 0000 Xxxxxxx Xxxx Xxxx, 000 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0 on December 5, 2008 or such later date as the parties may mutually agree to in writing, but in any event no later than December 31, 2008 (the “Closing Date”), at 6:30 a.m. (Calgary time) (such time on the Closing Date is referred to herein as the “Closing Time”). At the Closing Time, the Company shall deliver to the Underwriter against delivery to the Company by the Underwriter of the gross proceeds of the Offering:
(a) certificates representing the Unit Shares and the Unit Warrants comprising the Purchased Units duly registered as the Underwriter shall have directed 48 hours prior to the Closing Time on the Closing Date;
(b) payment of the Underwriter’s Fee, together with the Underwriter’s expenses and fees described in Section 7 hereof;
(c) certificates representing the Broker Warrants, in form and substance satisfactory to the Underwriter, acting reasonably;
(d) the requisite legal opinions and certificates and covenants as contemplated herein; and
(e) such further documentation as may be contemplated herein or as counsel to the Underwriter or the applicable regulatory authorities may reasonably require. Furthermore, the Company shall, prior to the Closing Time:
(f) make all necessary arrangements for the exchange on the date of delivery of the certificate or certificates issued as aforesaid at the principal offices of Computershare in the City of Toronto for certificates representing such number of the Unit Shares registered in such names as shall be designated in writing by the Underwriter not less than 48 hours prior to the Closing Time. The Company shall pay all fees and expenses payable to Computershare in connection with the preparation, delivery, certification and exchange of the Unit Shares and the certificate therefor contemplated hereunder and the fees and expenses payable to Computershare in connection with the initial or additional transfers as may be required in the course of the distribution of the Unit Shares; and
(g) enter into a warrant indenture (the “Warrant Indenture”) in form and substance satisfactory to the Underwriter, acting reasonably, with Computershare governing the issue and exercise of the Unit Warrants and pursuant to which the Company shall appoint Computershare as warrant agent with respect to the Unit Warrants.
Closing Payment and Delivery. (a) Each Investor shall deliver, or cause to be delivered, the aggregate Purchase Price for the Units to be purchased by such Investor to the Company, in immediately available funds, to be held by the Company in a segregated, non-interest bearing bank account.
(b) At a Closing, each Investor shall subscribe for Units by executing, completing and delivering its signature pages to this Agreement indicating such and signature pages to the Registration Rights Agreement all in accordance with the instructions set forth in the Subscription Instructions which accompany this Agreement (“Subscription Instructions”), and the Company, in its discretion, may accept such subscription. The Closing shall occur at the offices of Blank Rome LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 1:00 p.m. Eastern Daylight Time (which time may be changed by the Company) at which time the Company will execute this Agreement and the Purchase Price for the Units being sold at the Closing shall be transferred by the Company to its general banking account against delivery of the Shares and Warrants comprising the Units being purchased.
(c) The Company shall have the right to conduct multiple Closings; provided, however, that (i) the Initial Closing shall occur on or about June 7, 2010 and (ii) any additional Closing(s) shall occur on or prior to June 15, 2010 and (iii) the Company shall not sell Units in this Offering in excess of the Maximum Amount. Each date on which a Closing occurs is referred to herein as the “Closing Date”.
Closing Payment and Delivery. (a) Unless this Agreement is terminated in accordance with Section 9.16 hereof, the closing of the Purchase (the "Closing") shall occur no later than the second business day following the date on which the Stockholder Consent is obtained and each condition set forth in Sections 5 and 6 hereof are satisfied (or waived by the party entitled to waive such condition) (the "Closing Date") either (i) at the offices of Blank Rome LLP, The Chrysler Building, 400 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other location as the parties may mutually agree or (ii) by mail.
(b) At the Closing, the Purchase Price shall be released to the Company from the escrow account established pursuant to the escrow agreement dated as of the date hereof by and among the Company and the Purchasers (the "Escrow Agreement") against delivery of certificates representing the Offered Shares subscribed to hereunder, with any transfer taxes payable in connection with the transfer of the Offered Shares to the Purchasers duly paid, registered in the names of the Purchasers as set forth on the Schedule of Purchasers attached as Schedule I to this Agreement to the Company on behalf of the Purchasers.
(c) The Offered Shares delivered for the account of each Purchaser shall be registered in such names and in such denominations as requested in writing by such Purchaser not later than two full business days prior to the Closing Date.
Closing Payment and Delivery. 1 3. Representations and Warranties of the Company...........................2 4. Representations and Warranties of the Purchasers.......................11 4.1 Authorization..................................................12 4.2
Closing Payment and Delivery. 2 SECTION 3 Representations and Warranties of the Company...........................................................2
