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:
(1) A Minimum Offering Notice;
(2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor;
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS 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 NCPS, 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), NCPS 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 NCPS;
(2) Instruction Letter (as defined above) from Issuer; and
(3) Such other certificates, notices or other documents as NCPS shall reasonably require.
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:
(1) A Minimum Offering Notice;
(2) Instruction Letter (as defined below); and
(3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. The Escrow Agent shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with written instructions signed by SI Securities 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) Investments 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 the 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 ACH, no later than one (1) business day after receipt.
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 Bxxxxx
(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.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS 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:
(1) A Minimum Offering Notice;
(2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor;
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with joint written instructions signed by both the Issuer, [Placement Agent/Funding Portal/Platform] as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS 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 NCPS, 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), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by ACH, no later than one (1) business day after receipt.
Completion of Offering. Upon completion of the offering:
(a) The Agent shall issue (using the Direct Registration System (DRS) or electronically through the facilities of DTC, in each case in a manner approved by the Company) shares of the Common Stock for which Subscriptions in the Rights Offering or subscriptions in the Public Offering have been received and accepted by the Company.
(b) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Common Stock to permit the exercise in full of all Rights issued pursuant to the Rights Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the Common Stock, will issue (using DRS or electronically through the facilities of DTC, in each case in a manner approved by the Company) the appropriate number of shares of Common Stock as required from time to time in order to effectuate the Subscriptions in the Rights Offering and all accepted subscriptions in the Public Offering.
(c) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration, or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Common Stock issuable upon the exercise of the Certificates, or through a Public Offering subscription agreement, at the time of delivery of the shares therefore (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect thereto.
(d) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Certificates or the issuance, sale, transfer and delivery of Common Stock issued upon exercise of Certificates or through a Public Offering subscription agreement.
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:
(1) The Offering Notice;
(2) Subscription Accounting, substantiating the sale of the Entire Offering;
(3) Subscription Agreements signed by all Subscribers;
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. (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.
(b) The parties hereto stipulate, acknowledge and agree that in the event Retrack fails to successfully complete the Offering on or before April 1, 2000, for whatever reason, the License Agreement shall immediately become effective, binding and enforceable as between the parties thereto. Notwithstanding the foregoing, in the event Retrack, prior to completing the Offering or at any time thereafter (i) defaults or breaches any of the terms and conditions of this Agreement; (ii) files a voluntary petition in United States Bankruptcy Court as a debtor or seeking liquidation or reorganization of its assets for the benefit of its creditors; (iii) makes an assignment of any of its assets or interests for the benefit of creditors; (iv) files a petition for or consents to the appointment of a receiver for the management of its assets or any part thereof; (v) is named as a defendant or insolvent debtor in any petition or cause of action filed by any creditor, or alleged creditor, of Retrack in a United States Bankruptcy Court seeking a reorganization or liquidation of Retrack's assets and such petition or cause of action is not abandoned or dismissed within sixty (60) days from the date of filing; or (vi) undergoes voluntary or involuntary dissolution and as a result thereof forfeits its corporate charter or authority to transact business in any state in which Retrack is presently incorporated or authorized to transact business, then in any of such foregoing events the License Agreement shall im...
Completion of Offering. Escrow Agent shall pay to Issuer the value of the Escrow Funds, by wire transfer and deliver to Issuer all documents and instruments no later than three (3) business days following receipt of the following documents:
(1) The Offering Notice;
(2) Subscription Accounting, substantiating the sale of the Minimum Offering; and
(3) Subscription Agreements signed by all Subscribers. Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent reasonably believes that (i) Subscription Funds in full payment equal to the Cash Investment for that number of Shares equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, subject to the right of Issuer to consummate the sale of some, but not all, of the Shares, or (ii) the Subscription Funds are not cleared.
