Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company, or Company’s counsel Ortoli Rosenstadt LLP, an executed copy of this Subscription Agreement with completed and executed Investor Questionnaire and wire transfer the Subscription Proceeds as described in Section 2.1, above.
3.2 Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 The Company shall deliver to each Purchaser the following:
(a) at the Closing (as defined below), a counterpart of this Subscription Agreement, duly executed by an authorized signatory of the Company;
(b) within 10 business days of the Closing Date (as defined below), a certificate or evidence of electronic book entry representing the Ordinary Shares in the amount set forth on the signature page hereto.
Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company, or Company’s counsel Ortoli Rosenstadt LLP, an executed copy of this Subscription Agreement and Registration Rights Agreement with completed and executed Investor Questionnaire and wire transfer the Subscription Proceeds to such bank account designated by the Company.
3.2 Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 The Company shall deliver to each Purchaser the following:
(a) at the Closing (as defined below), a counterpart of this Subscription Agreement and Registration Rights Agreement, duly executed by an authorized signatory of the Company;
(b) within 10 business days of the Closing Date (as defined below), a certificate or evidence of electronic book entry representing the Subscription Shares in the amount set forth on the signature page hereto.
Deliveries at or Prior to Closing. The following documents will be executed and delivered by Buyer or Seller, as applicable, at or prior to the Closing as indicated below.
Deliveries at or Prior to Closing. Seller shall have delivered or caused to be delivered to Buyer the following documents at or prior to the Closing, all in form reasonably satisfactory to Buyer:
(a) Copies of resolutions of API's and Seller's Board of Directors authorizing the execution, delivery and performance by API and Seller of this Agreement and other documents contemplated hereby and authorizing API's and Seller's officers to carry out and perform the terms and provisions hereof, certified by the corporate secretary or assistant secretary of API or Seller, as the case may be;
(b) A closing certificate from API and Seller certifying the fulfillment by them of the conditions set forth in Sections 6.1 and 6.2;
(c) The Legal Opinion of Seller's Counsel;
(d) The stock certificates representing the Shares, free and clear of Security Interests, duly endorsed for transfer or with duly executed stock powers attached;
(e) A copy of the articles or certificates of incorporation of each of the Company, its Subsidiaries and the Inactive Subsidiaries, as amended to date, certified by the Secretary of State (or comparable official) of its jurisdiction of organization and dated not more than thirty (30) days prior to the Closing Date;
(f) A certificate of good standing or current status of each of the Company, its Subsidiaries and the Inactive Subsidiaries issued by the Secretary of State (or comparable officer) of its jurisdiction of organization and dated not more than thirty (30) days prior to the Closing Date;
(g) A certificate of the corporate secretary or assistant secretary of the Company certifying to the accuracy and completeness of the copy of the by-laws of the Company attached thereto;
(h) Resignations of each director and officer of the Company, Subsidiary and each Inactive Subsidiary effective as of the Closing Date;
(i) All other instruments and documents required by this Agreement to be delivered by Seller to Buyer, and such other instruments and documents which Buyer or its counsel may reasonably request not inconsistent with the provisions hereof.
Deliveries at or Prior to Closing. (i) At or prior to the Closing, each of the Contributing Stockholders shall deliver to Holdco or a duly appointed representative of Holdco:
(a) The stock certificates representing the Contribution Shares;
(b) Duly executed stock powers executed in blank and any other instruments of transfer in form and substance reasonably requested by Holdco transferring the Contribution Shares to Holdco; and
(c) Such other documents and instruments as reasonably requested by Holdco.
(ii) Prior to the Closing, the Contributing Stockholders shall cause the Company shall deliver to Holdco a stockholders' list of the Company, dated no more than one (1) Business Day prior to the Closing Date, certified by the transfer agent of the Company.
(iii) At or prior to the Closing, the Contributing Stockholders shall cause the Company shall deliver to Holdco the following:
(a) The Required Consents, if any;
(b) A good standing certificate of the Company, dated not more than five (5) Business Days prior to the Closing Date; and
(c) Such other documents and instruments as reasonably requested by Holdco or the Contributing Stockholders.
(iv) At or prior to the Closing, Holdco shall issue to the Contributing Stockholders the Exchange Shares in the amount indicated next to their respective names on Schedule A attached hereto.
Deliveries at or Prior to Closing. 2.1 Prior to acceptance of this Agreement by the Company, IFA must complete, sign and return to the Company, an executed copy of this Agreement.
2.2 IFA shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
2.3 The Company shall deliver to IFA the following:
(a) a counterpart of this Agreement, duly executed by an authorized signatory of the Company;
(b) within ten (10) business days of the Closing Date (as defined below), a certificate or evidence of electronic book entry representing the Shares in the amount set forth on the signature page hereto.
Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Agreement by the Company, the Purchaser must complete, sign and return to the Company, an executed copy of this Agreement.
3.2 Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 The Company shall deliver to the Purchaser the following:
(a) a counterpart of this Agreement, duly executed by an authorized signatory of the Company;
(b) within ten (10) business days of the Closing Date (as defined below), a certificate or evidence of electronic book entry representing the Shares in the amount set forth on the signature page hereto.
Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company an executed original of this Subscription Agreement and send the DWM Shares to the Company.
3.2 Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 At the Closing, the Company shall deliver to each Purchaser the following:
(a) a counterpart original of this Subscription Agreement, duly executed by an authorized signatory of the Company;
(b) a copy of a treasury order directed to the attention of the Company’s transfer agent (the “Transfer Agent”) directing the Transfer Agent to issue to the Purchaser the number of shares subscribed for by the Purchaser pursuant to this Subscription Agreement;
Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company an executed original of this Subscription Agreement and wire transfer the Subscription Proceeds to the Company to the account described in Section , above.
3.2 Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 At the Closing, the Company shall deliver to each Purchaser the following:
(a) a counterpart original of this Subscription Agreement, duly executed by an authorized signatory of the Company;
(b) a copy of a reservation order directed to the Transfer Agent directing that the Transfer Agent reserve for issuance one Warrant Share for each Unit subscribed for by the Purchaser pursuant to this Subscription Agreement;
(c) a warrant certificate for a number of Warrants equal to one Warrant for each Unit subscribed for by the Purchaser pursuant to this Subscription Agreement; and
(d) a stock certificate for a number of Shares of the Company’s common stock equal to two Shares for each Unit subscribed for by the Purchaser pursuant to this Subscription Agreement.
Deliveries at or Prior to Closing. 3.1 Prior to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company an executed original of this Subscription Agreement and wire transfer the Subscription Proceeds to the Company’s agent to the account described in Section 2.4, above.
3.2 Each Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities or by applicable law.
