Deliveries at the Initial Closing Sample Clauses

Deliveries at the Initial Closing. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (i), (ii), (iii) and (v) of Section 2.5(b); (ii) this Agreement duly executed by the Company; (iii) evidence of the filing of the Certificate of Designation with the Secretary of State of the State of Nevada; (iv) a legal opinion of Company Counsel, substantially in the form attached as Exhibit B; (v) a legal opinion of Company Nevada Counsel, substantially in the form attached as Exhibit C; (vi) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate or uncertificated indicia evidencing a number of Preferred Shares (rounded down to the nearest whole number) equal to such Purchaser’s Initial Closing Purchase Price divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (vii) following the Company’s receipt of such Purchaser’s Initial Closing Purchase Price, a cross receipt executed by the Company and delivered to such Purchaser certifying that it has received the Initial Closing Purchase Price from such Purchaser as of the Initial Closing Date. (b) On or prior to the Initial Closing Date, each Purchaser agrees, severally and not jointly, to deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Initial Closing Purchase Price by wire transfer to the account specified by the Company; (iii) a Form W-9, or W-8-IMY, as applicable, executed by such Purchaser; and (iv) a cross-receipt executed by such Purchaser and delivered to the Company certifying that such Purchaser has received the Securities purchased by such Purchaser from the Company on the Initial Closing Date.
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Deliveries at the Initial Closing. At the Initial Closing each --------------------------------- Purchaser shall deliver to the Company the purchase price for the respective Initial Shares to be acquired by such Purchaser by wire transfer of immediately available funds, and the Company shall deliver to such Purchaser one or more certificates representing its respective Initial Shares, which certificates shall be duly registered in such name as the Purchaser shall have specified to the Company prior to the Initial Closing.
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Deliveries at the Initial Closing. At the Initial Closing, (A) Borrower shall deliver to Lender the various certificates, instruments and documents referred to in Section 8(a) below, (B) Lender will deliver to Borrower the various certificates, instruments and documents referred to in Section 8(b) below, (C) Borrower shall deliver to Lender a duly authorized and executed stock certificate representing 1,500,000 Preferred Shares that are convertible into the Conversion Shares pursuant to the Articles of Amendment free and clear of all Encumbrances, (D) Borrower will deliver to Lender one executed Note in a Principal Amount equal to five hundred thousand dollars ($500,000) and a second executed Note in a Principal Amount equal to one hundred thousand dollars ($100,000) with such second Note providing that it shall not be convertible into Conversion Shares until such time as there are sufficient authorized Borrower Common Shares available for such conversion and (E) Lender will deliver to Borrower one million five hundred thousand dollars ($1,500,000) as consideration for the Preferred Shares and six hundred thousand dollars ($600,000) as consideration for the Notes delivered at the Initial Closing for a total of two million one hundred thousand dollars ($2,100,000) by wire transfer of immediately available funds to an account designated by Borrower at least five days prior to the Initial Closing.
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Deliveries at the Initial Closing. At the Initial Closing, (i) Escrow Agent will release to the Buyer stock certificates representing the Target Shares then held in the Escrow Account, endorsed in blank or accompanied by duly executed assignment documents, (ii) the Buyer and the Sellers will execute and deliver to the Escrow Agent a Joint Notice in form and substance reasonably acceptable to the Escrow Agent instructing the Escrow Agent to release the Target Shares held by it to the Buyer; and (iii) the Buyer and the Escrow Agent will deliver to the Sellers the consideration specified in Section 2(b)(iv) if ASSI has delivered the shares described in Section 2(b)(iii) or the consideration specified in Section 2(b)(v) if Seller has not delivered the shares described in Section 2(b)(iii).
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Deliveries at the Initial Closing. The Initial Closing shall be completed when each of the following has been delivered, all of which shall be deemed to have taken place simultaneously: (A) The Purchaser shall have delivered to the Seller the Initial Purchase Price; and (B) The Seller shall have delivered to the Purchaser a certificate or certificates evidencing the First Tranche Units, which certificate(s) shall be duly endorsed in blank or accompanied by duly executed powers.
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Deliveries at the Initial Closing. (a) At the Initial Closing, the Parent shall, or shall cause the Company to, deliver to Lender: (i) the Note; (ii) a pledge agreement from the Company, pledging 54,000,000 shares of Oceanica stock (the “Pledged Oceanica Shares”) and any receivables due from Oceanica and its Subsidiaries, to secure repayment of the Note, in the form of Exhibit B hereto (the “OME Pledge Agreement”); (iii) a pledge agreement from (A) Marine Exploration Holdings, LLC, a Nevada limited liability company (“MEH”, and together with the Company, the “Intermediate Holdcos”), pledging all of the outstanding equity in the Company, and any receivables due from Oceanica and its Subsidiaries and (B) Parent, pledging all of the outstanding equity in MEH and any receivables due from Oceanica and its Subsidiaries, to secure repayment of the Note, in the form of Exhibit C hereto (the “MEH-Parent Pledge Agreement”, and together with the OME Pledge Agreement, the “Pledge Agreements”); (iv) a Registration Rights Agreement in the form of Exhibit D hereto; (v) customary secretary’s certificates attaching authorizing resolutions, charter documents and incumbency information relating to the Company, in form and substance reasonably satisfactory to the Lender; and (vi) all other instruments and certificates that the Parent or the Company is required to deliver pursuant to the terms of this Agreement or the other Transaction Documents. (b) At the Initial Closing, the Lender shall deliver all instruments and certificates that the Lender is required to deliver pursuant to the terms of this Agreement.
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Deliveries at the Initial Closing. At the initial Closing: (a) Seller will: (i) execute and deliver to WPP Mineral Deed 1, conveying to WPP the Applicable Mineral Properties and related mineral rights, together with any transfer Tax declarations required by applicable Law; (ii) execute and deliver to WPP the Mineral Xxxx of Sale in substantially the form of Exhibit C (the “Mineral Xxxx of Sale”), transferring to WPP title to the Mineral Records related to Mineral Deed 1; (iii) execute and deliver to Buyer a Global Coal Mining Lease in substantially the form attached hereto as Exhibit D (the “Coal Mining Lease”) related to the Applicable Mineral Properties referenced in the Mineral Deed 1 (as the same shall be amended at each Subsequent Closing); (iv) execute and deliver to Buyer Seller’s executed counterpart to any other Applicable Transaction Document to which Seller is a party related to transfer of the Applicable Mineral Properties referenced in the Mineral Deed 1; (v) deliver to Buyer possession of the Applicable Assets; (vi) deliver to Buyer the certificate required by Section 7.8 hereof; and (vii) deliver to Buyer copies of the Applicable Required Consents, which shall be on terms reasonably acceptable to Buyer. (b) WPP will: (i) execute and deliver to Seller the Coal Mining Lease; (ii) execute and deliver to Seller WPP’s executed counterpart to any other Applicable Transaction Document to which WPP is a party; (iii) deliver the portion of the Purchase Price payable to Seller in accordance with Section 2.3(a).
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Deliveries at the Initial Closing. At the Initial Closing, the Members shall deliver to Pegasus: (i) a certificate of ownership in the form attached hereto as Exhibit 1. 4.1 representing the Initial Membership Interest purchased by Pegasus; (ii) a fully executed Software Development and License Agreement in the form attached hereto as Exhibit 1.4.2; (iii) a resolution and agreement of the Members approving the transactions contemplated by this Agreement in the form attached hereto as Exhibit 1.4.3; (iv) an investment representation letter in the form attached hereto as Exhibit 1.
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Deliveries at the Initial Closing 
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Related to Deliveries at the Initial Closing

  • Deliveries at the Closing At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

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