Deliveries Sample Clauses

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) the Company’s wire instructions, and (iii) subject to Section 2.1 and 2.2, an irrevocable letter of instruction to the Company’s Transfer Agent, instructing the Transfer Agent to deliver in book-entry form the Initial Shares registered in the name of the respective Purchasers and the Escrow Shares in the Share Escrow Account; (iv) the executed Initial Warrants registered in the name of the Purchasers and an unexecuted copy of the Escrow Warrants; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by each Purchaser (for the Initial Closing only); (ii) each Purchaser’s cash payment for the Securities to be purchased by it on the Closing Date; (iii) if an entity, duly executed copies of each Purchaser’s governing documents (for the Initial Closing only); (iv) duly executed copies of the accredited investor questionnaires completed by such Purchaser, and if an entity, such Purchaser’s members, stockholders or other equity owners (for the Initial Closing only); (v) a duly executed copy of the Warrant Exercise Agreement by the Required Warrant Parties (for the Initial Closing only); and (vi) if an entity, duly executed copies of the Representation Letter from each member, stockholder or other equity owner of such Purchaser.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants, which shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (v) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, the Transfer Agent is duly appointed as the transfer agent and conversion agent for the Preferred Stock; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance paragraph, in the form and substance reasonably satisfactory to the Representative, and as to each Option Closing Date, if any, a bring-down opinion, including a negative assurance paragraph, from Company Counsel in form and substance reasonably satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance reasonably satisfactory in all respects to the Representative from the Company Auditor dated, respectively, as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in the form and substance reasonably satisfactory to the Representative; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in the form and substance reasonably satisfactory to the Representative; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. (a) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement Agent and the Purchasers; (iii) subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser of Warrants pursuant to Section 2.1, a Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a certificate evidencing the formation and good standing of the Company and each of its material Subsidiaries, if any; (iii) a certificate evidencing the Company’s and each material Subsidiary’s qualification as a foreign corporation and good standing; (iv) a certificate, in the form acceptable to such Purchaser, executed by the Secretary of the Company and each material Subsidiary and dated as of the Closing Date, as to the resolutions of the Board of Directors authorizing the transactions contemplated under this Agreement; (v) a duly executed and delivered Right to Share Agreement evidencing such Purchasers Right to Shares in an amount equal to the number of Exchange Shares set forth on such Purchaser’s signature page hereto; and (vi) a Debenture with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of such Purchaser. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such Purchaser; and (ii) if applicable, surrender of Existing Note; (iii) if applicable, the Exchange Shares; and (iv) a release of security interest duly executed by the Purchaser in the form attached hereto as Exhibit C.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent; (iii) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) on the date hereof, the duly executed Lock-Up Agreements; and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

Deliveries. Buyer shall have made or stand willing to make all the deliveries set forth in Section 8.3.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to A.G.P.; (iii) a certificate executed by the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to A.G.P.; (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (v) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (vi) Officer’s Certificate, in form and substance satisfactory to the Purchasers; (vii) Secretary’s Certificate, in form and substance satisfactory to the Purchasers; and (viii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.