Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by Automated Clearing House (“ACH”), no later than one (1) business day following receipt of the following documents:
Completion of Offering. Escrow Agent shall pay to Issuer the value of the Escrow Funds, by wire transfer and deliver all documents and instruments, including the Shares, no later than three (3) business days following receipt of the following documents:
Completion of Offering. Following delivery of an Election Notice (other than an Election Notice under clause (iv) or (v) of Section 2.1(d)), the parties will seek to complete the offering contemplated by the Election Notice (as modified by any Second Election Notice or Third Election Notice), it being understood and agreed that the ultimate determination of offering price, marketing strategy, the number of shares to be included in the offering (other than any Specified Share Number) and the timing of the closing of the offering will be made by the Issuer in its reasonable discretion after consultation with the Stockholders Representative, taking into account the recommendations of the bookrunning managers. Vivendi and the Stockholders will cooperate on a timely basis with all reasonable requests of the Issuer consistent with this Agreement related to the consummation of such requested registration. Notwithstanding the foregoing and for the avoidance of doubt, if the Stockholders Representative sends an Election Notice pursuant to clause (ii) or (iii) of Section 2.1(d) above, then there shall be no obligation to prepare or send to the Stockholders Representative a Second Underwriters' Notice.
Completion of Offering. If the Registration Statement does not become effective, or if the Company does not sell the minimum number of Shares specified in the Registration Statement, this Agreement shall become null and void.
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
(1) A Minimum Offering Notice;
(2) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering and maintained by Xxxxxx
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by the Issuer and/or Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
(1) Subscription Accounting spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent;
(2) Instruction Letter (as defined above) from Issuer; and
(3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. It is understood that any ACH transaction must comply with U.S. laws and NACHA rules. However, Escrow Agent shall not be responsible for any errors in the completion, accuracy, or timeliness of any transfer properly initiated by Escrow Agent in accordance with joint written instructions of Issuer and Broker occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in an external account.
Completion of Offering. (a) In the event Retrack successfully completes the Offering on or before April 1, 2000, Retrack covenants and agrees to immediately pay the full amount of the remaining original principal balance due under the Note, as modified hereby, together with all interest accrued thereon through such date, to Xxxxx, Xxxxx'x designee or any other holder of the Note whereupon Retrack shall thereafter be released from any and all future obligation for the payment of the indebtedness evidenced by the Note. Additionally, upon the successful completion of the Offering and the payment of the remaining original principal balance due under the Note, as modified hereby, together with all interest accrued thereon through such date the License Agreement, described below and executed as part of this Agreement, and all rights granted to Licensee therein, shall be deemed terminated and canceled for all purposes effective as of the date of Retrack's payment of all sums due and owing under the Note.
Completion of Offering. If the Firm Offered Shares are sold to the Underwriters as contemplated by Section 2(a), the Company shall (i) reimburse the Representatives upon request for its reasonable out-of-pocket expenses incurred in connection with its services under this Agreement, up to a maximum amount of $25,000, and (ii) reimburse the Representatives for the fees and expenses of its legal counsel, up to a maximum of $75,000.
Completion of Offering. Parent shall have completed the Offering, to be closed concurrent with the Effective Time.
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the Escrow Funds, less a one time fee of $500.00 for fees and expenses owed Escrow Agent, less the agreed amount of Placement Agent's fee (as stated in the Placement Agent Agreement and accepted by Issuer), which is 7% of the Cash Investment, a non-accountable expense allowance equal to 1/2 of 1% of the Cash Investment, plus warrants to purchase the Common Stock of the issuer and the fees and expenses of Placements Agent's legal counsel, by wire transfer, promptly after receipt of the following documents:
