Deliverables by the Company Sample Clauses

Deliverables by the Company. On the Effective Date, the Company shall deliver: (A) to the Backstop Purchasers such number of Backstop Purchaser Shares and Backstop Purchaser Warrants to be acquired by each Backstop Purchaser in accordance with this Agreement, in book entry form, to the account of each Backstop Purchaser (or to such other accounts as each Backstop Purchaser may designate in accordance with this Agreement) and such other number of shares and Warrants to be issued to the Backstop Purchasers as Claimholders pursuant to the Plan and the Rights Offering Procedures; (B) to the Backstop Purchasers cash in an amount equal to all Transaction Expenses that remain unpaid as of the Effective Date; (C) to the Backstop Purchasers the Commitment Premium in accordance with Section 2(b) (to the extent not previously paid pursuant to the terms of this Agreement); (D) to the Backstop Purchasers a duly executed officer’s certificate pursuant to the requirements of Section 7(a)(xi) herein; (E) to the Backstop Purchasers an executed registration rights agreement in the form attached hereto as Exhibit E (the “Registration Rights Agreement”); (F) to the Backstop Purchasers executed nomination agreements between the Company and each of (i) Oak Hill Advisors, L.P. or its affiliates, (ii) Barclays Bank PLC or its affiliates, (iii) Silver Point Capital, L.P. or its affiliates and (iv) the Independent Nomination Parties, in the applicable form attached hereto as Exhibit F (collectively, the “Nomination Agreements”); and (G) to the holders of Supporting Senior Notes (or to any other Person identified in writing to the Company by any such holder) the Supporting Note Shares (pro rata based on the amount of Supporting Senior Notes held by each such holder at such time).
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Deliverables by the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the Investor the Purchased Shares in book-entry form, and the Company shall instruct the Transfer Agent to register such issuance in the name of the Investor in the transfer books of the Company at the time of such issuance (the “Transfer Agent Instructions”). The Company shall also deliver to the Investor at the Closing: the certificate set forth in Section 6.5; (i) a duly executed cross receipt in form and substance reasonably satisfactory to each Party (the “Cross Receipt”); (ii) a legal opinion of the Company’s British Virgin Islands counsel substantially in the form previously made available to the Investor; and (iii) a copy of the Transfer Agent Instructions.
Sample 1
Deliverables by the Company. At the Closing, the Company shall deliver to the Stockholder (i) this Agreement and (ii) the Note, both duly executed by the Company.
Sample 1
Deliverables by the Company. At the Closing, the Company shall deliver to Investor the following: (a) The Note, duly dated and executed; and (b) The Warrant Certificate, duly dated and executed.
Sample 1
Deliverables by the Company. Simultaneous herewith, the Company shall (i) as additional consideration for the Purchaser entering into this Agreement, promptly issue, and cause the Company’s transfer agent to issue, to the Purchaser 232,360 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), as follows: (A) In satisfaction of paying the accrued interest on the Note through June 22, 2024, 45,000 Shares; (B) In satisfaction of paying the 10% maturity payment, as provided in the Note, 75,000 Shares (the “Maturity Shares”); and (C) In lieu of paying interest during the one year extension, 112,360 Shares (the “Capitalized Interest Shares”) as provided in the Amendment to Note (as defined herein). (ii) execute and deliver to the Purchaser the Amendment to the Amended and Restated Senior Secured Convertible Promissory Note, in the form of which is annexed hereto as Exhibit A; (the “Amendment to Note”); (iii) execute and deliver to the Purchaser the Registration Rights Agreement, in the form of which is annexed hereto as Exhibit B;(the “Registration Rights Agreement” which along with this Agreement and the Amendment to Note, the “Extension Documents”); and (iv) provide such additional documents and instruments that the Purchaser shall reasonably request to effect the transactions contemplated hereby.
Sample 1
Deliverables by the Company. Upon the terms and subject to the conditions of this Agreement, at the Closing the Company will deliver (or cause to be delivered) the following: (a) evidence of the shares settled at the Closing credited to book-entry accounts maintained by the Company’s transfer agent, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of any Liens, other than transfer restrictions under the Company’s Charter and applicable federal and state securities laws; (b) a certificate of the Maryland State Department of Assessments and Taxation (“MSDAT”), dated as of a recent date, to the effect that the Company is in good standing; (c) a copy of the certified copy of the Articles Supplementary evidencing that it has been filed with the MSDAT; (d) the executed Ancillary Agreements to which the Company is a party; (e) to the extent the shares settled at the Closing would otherwise result in the Purchaser violating the ownership restrictions in the Charter, including on an as-converted fully diluted basis, the Company will provide the Purchaser evidence reasonably acceptable to the Purchaser that the board of directors of the Company (the “Board”) has granted a waiver of the ownership restrictions such that the settlement will not result in Purchaser violating the ownership restrictions; (f) a certificate of the Secretary of the Company, certifying as to (1) the Charter and bylaws of the Company, (2) resolutions of the Board authorizing the execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including without limitation the issuance of the Exchange Shares and (3) the incumbency of the officers authorized to execute this Agreement and the Ancillary Agreements, setting forth the name and title and bearing the signatures of such officers.
Sample 1
Deliverables by the Company. Upon the terms and subject to the conditions of this Agreement, at a Closing the Company will deliver (or cause to be delivered) the following: (a) evidence of the shares settled at such Closing credited to book-entry accounts maintained by the Company’s transfer agent, bearing the legend or restrictive notation set forth in Section 4.9, free and clear of any Liens, other than transfer restrictions under the Company’s Charter and applicable federal and state securities laws; (b) with respect to the first Closing, a certificate of the Maryland State Department of Assessments and Taxation, dated as of a recent date, to the effect that the Company is in good standing; (c) a cross receipt executed by the Company and delivered to such Purchaser certifying that it has received the Purchase Price from such Purchaser with respect to the shares settled at such Closing; and (d) with respect to the first Closing, a certificate of the Secretary of the Company, certifying as to (1) the Charter and bylaws of the Company, (2) resolutions of the board of directors of the Company, authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the issuance of the Purchased Shares and (3) the incumbency of the officers authorized to execute this Agreement, setting forth the name and title and bearing the signatures of such officers.
Sample 1
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Deliverables by the Company. On the Closing Date, the Company shall deliver to each Buyer (or its custodian if requested by such Buyer) (1) a stock certificate (or stock certificates representing such numbers of Purchased Shares as such Buyer shall request) (the “Stock Certificates”) representing (in the aggregate) the number of Purchased Shares that such Buyer is purchasing on the Closing Date, in each case, duly executed on behalf of the Company and the Transfer Agent (as defined below) registered in the name of such Buyer or its designee(s) on the books and records of the Company, and (2) such other documents relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.
Sample 1

Related to Deliverables by the Company

  • Deliveries by the Company (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to such Subsequent Closing and the Distribution Center Closing.

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. Certificates relating to the Shares shall be held by the Secretary of the Company or his designee on behalf of the Employee.

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03. (b) Delivery of reports, information and documents to the Trustee under Section 5.03 is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such reports, information or documents delivered to the Trustee or filed with the Commission via XXXXX to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings with the Commission on XXXXX (or any successor system) has occurred.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Performance by the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.

  • Release by the Company (a) The Company hereby unconditionally and irrevocably releases and forever discharges each Seller and each of their Representatives (collectively, the “Seller Releasees”) from any and all claims, counterclaims, setoffs, demands, Actions, orders, obligations, contracts, agreements, debts, damages, expenses, losses and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity (collectively, “Company Claims”), which the Company now has, has ever had, or may hereafter have against the Seller Releasees arising contemporaneously with or prior to the Closing or on account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the Closing, whether or not relating to Company Claims pending on, or asserted after, the Closing (collectively, the “Company Released Claims”); provided, however, that nothing contained in this Release will operate to release any obligation of Sellers set forth in (i) the Purchase Agreement or any agreement or instrument being executed and delivered pursuant to the Purchase Agreement or (ii) the Employment Agreement or the Separation Agreement. (b) The Company represents and warrants to each Seller Releasee that the Company has not transferred, assigned, or otherwise disposed of any part of or interest in any Company Released Claim. (c) The Company hereby irrevocably covenants not to, directly or indirectly, assert any claim or demand, or commence, institute, or voluntarily aid in any way, or cause to be commenced or instituted, any Action of any kind against any Seller Releasee based upon any Company Released Claim. (d) Without in any way limiting any rights and remedies otherwise available to any Seller Releasee, the Company shall indemnify and hold harmless each Seller Releasee from and against and shall pay to each Seller Releasee the amount of, or reimburse each Seller Releasee for, all loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys’ and reasonable accountants’ fees), whether or not involving third-party claims, arising directly or indirectly from or in connection with (a) the assertion by or on behalf of the Company of any Company Released Claim, and (b) the assertion by any third party of any claim or demand against any Seller Releasee which claim or demand arises directly or indirectly from, or in connection with, any assertion by or on behalf of the Company against such third party of any Company Released Claim.

  • Indemnity by the Company The Company hereby agrees to indemnify and hold harmless Consultant and each person and affiliate associated with Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), and in addition to any liability the Company may otherwise have, arising out of, related to or based upon any violation of law, rule or regulation by the Company or the Company’s agents, employees, representatives or affiliates.

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