Deliveries at Closings. (a) At the First Closing:
(i) the Company shall execute and deliver an Amended and Restated Stockholders Agreement in the form of Exhibit A hereto;
(ii) Morrxxxx & Xoerxxxx XXX, counsel to the Company, shall deliver to the Initial Purchasers an opinion dated the First Closing Date substantially in the form of Exhibit B hereto;
(iii) the Company shall execute and deliver an Amended and Restated Registration Rights Agreement substantially in the form of Exhibit C hereto (the "Registration Rights Agreement");
(iv) the Company shall deliver to each Initial Purchaser stock certificates representing the number of shares of Series A Preferred Stock to be purchased by such Initial Purchaser, as set forth under its signature on the signature pages hereto, registered in the name of such Initial Purchaser or its designee or nominee;
(v) each Initial Purchaser shall pay to the Company, by wire transfer of immediately available funds, the purchase price for the Series A Preferred Stock being purchased by such Initial Purchaser; and
(vi) the Company shall deliver evidence of the restructuring of certain indebtedness of the Company as described in Section 1.4 below in form and substance satisfactory to the Initial Purchasers.
Deliveries at Closings. (i) Buyer shall deliver to Seller, at each Closing, payment of the appropriate Purchase Price and, in addition, at the Closing of the First Tranche, Buyer shall execute and deliver the Registration Rights Agreement and Escrow Agreement.
(ii) Seller shall deliver to Buyer at each Closing the appropriate number of Shares in one (1) or more certificates for the Series B Preferred Stock in such name or names and denominations as may be designated by Buyer, accompanied by appropriate stock powers and, in addition, at the Closing of the First Tranche, Seller shall execute and deliver the Registration Rights Agreement and Escrow Agreement.
(iii) At the Closing of the First Tranche, Buyer shall have received an opinion addressed to Buyer, from Camhy Xxxxxxxxx & Xxxxx LLP, stating the following:
(a) Seller has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted;
(b) The Shares shall be duly authorized and validly issued and when issued and delivered, each of them shall be enforceable in accordance with their terms (subject to general principles of equity and bankruptcy, fraudulent conveyance, preference and other laws affecting creditors' rights generally). The shares of Common Stock, when issued and delivered upon conversion of the Series B Preferred Stock, will be duly and validly authorized and issued, fully paid and nonassessable, free from all encumbrances and restrictions other than restrictions on transfer imposed by applicable securities laws and/or this Agreement, and will not subject the holders thereof to personal liability by reason of being such holders;
(c) The Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller enforceable in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally, and Seller has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations thereunder; and
(d) The execution and delivery of the Agreement, the issuance of the Shares and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the consummation of the transactions contemplated by this Agr...
Deliveries at Closings. On each Closing Date (i) the Company shall deliver to the Investor one or more certificates representing the Applicable Quantity of shares of Common Stock registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or accounts previously designated by the Investor, and (ii) the Investor shall deliver to the Company the Investment Amount (less any amounts withheld pursuant to Section 11.2) by federal funds wire transfer or transfer of New York Clearing House funds. In addition, on or prior to each Closing Date, each of the Company and the Investor shall deliver all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
Deliveries at Closings. (a) At each Closing, Sellers shall (i) sell, transfer and assign to Purchasers the Sellers' Interests required to be transferred pursuant to SECTION 2.1 by executing and delivering appropriate written instruments of conveyance providing for the sale, transfer and assignment of such interests to Purchasers, including warranties of title contained in SECTION 3.3 and (ii) execute and deliver all other documents required by this Agreement to be executed and delivered by Sellers at each Closing.
(b) At each Closing, the Purchasers shall (i) pay the portion of the Purchase Price required to be paid pursuant to SECTION 2.2 and (ii) execute and deliver all documents required by this Agreement to be executed and delivered by Purchasers at each Closing.
Deliveries at Closings. On each Closing Date pursuant to a Company Put Notice (A) the Company shall deliver to the Investor one or more certificates representing the Applicable Quantity registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or accounts previously designated by the Investor, and (B) the Investor shall deliver to the Company the Company Put Amount.
Deliveries at Closings. (a) At the First Closing:
(i) Seller shall deliver to Buyer (A) an appropriately executed general assignment and bill of sale in the form attached hereto as Exhibit B ("Bill xx Xale") and such deeds, assignments and other instrumexxx of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Buyer and its counsel, (B) the various agreements, certificates and other documents and instruments referred to in Section 6.1, (C) a receipt for the Initial Purchase Price and (D) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the transactions set forth in this Agreement; and
(ii) Buyer shall deliver to Seller (A) the Initial Purchase Price, (B) the various agreements, certificates and other documents and instruments referred to in Section 6.2, and (C) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
Deliveries at Closings. (a) At the First Closing:
(i) Seller shall deliver to Buyer (A) an appropriately executed general assignment and bill of sale in the form attached hereto as Exhibit B ("Bill xx Xale") and such deeds, assignments and other instrumexxx of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Buyer and its counsel, (B) the various agreements, certificates and other documents and instruments referred to in Section 6.1, (C) a receipt for the Initial Purchase Price and (D) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the transactions set forth in this Agreement; and
(ii) Buyer shall deliver to Seller (A) the Initial Purchase Price, (B) the various agreements, certificates and other documents and instruments referred to in Section 6.2, and (C) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
(b) At the Second Closing:
(i) Seller shall deliver to Buyer (A) such bill of sale, deeds, assignments and other instruments of traxxxxr relating to the Regulated Assets in form and substance reasonably satisfactory to the Buyer and its counsel and (B) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
(ii) Buyer shall deliver to Seller such documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
Deliveries at Closings. At the Closing:
(i) Each of the Company and the Purchaser shall execute and deliver an Investor's Rights Agreement in the form of Exhibit A hereto; ---------
(ii) Xxxxxx, Xxxx & Xxxxxxxx, LLP, counsel to the Company, shall deliver to the Purchaser an opinion dated the Closing Date in a form reasonably acceptable to the Purchaser;
(iii) the Company shall deliver to the Purchaser a stock certificate representing the number of shares of Series A Preferred Stock to be purchased by the Purchaser, as set forth under its signature on the signature pages hereto, registered in the name of the Purchaser or its designee or nominee; and
(iv) the Purchaser shall pay to the Company, by wire transfer of immediately available funds, the purchase price for the Series A Preferred Stock being purchased by the Purchaser.
Deliveries at Closings. (i) The Fund shall deliver to the Company, at each Closing, payment of the appropriate Purchase Price.
(ii) The Company shall deliver to the Fund, on or before ten (10) days after each Closing, the appropriate number of certificates for the Warrants in the name of Explorer Fund Management L.L.C.
Deliveries at Closings. 2 1.5 Definitions..................................................... 2
