Deliveries by Investors. In addition to and without limiting any other provision of this Agreement, the Investors agree to deliver, or cause to be delivered, to the Escrow Agent under the Escrow Agreement, the following:
(a) A deposit from each Investor as to the Investor’s portion of the Purchase Price;
(b) The executed Agreement with all Exhibits and Schedules attached hereto;
(c) The executed Registration Rights Agreement;
(d) The executed Closing Escrow Agreement;
(e) The executed disbursement instructions pursuant to the Escrow Agreement; and
(f) Such other documents or certificates as shall be reasonably requested by the Company or its counsel.
Deliveries by Investors. At the Initial Closing, the Investor participating in the Initial Closing shall deliver to the Company funds, by check or wire transfer, in the amount set forth opposite such Investor’s name on the Schedule of Investors attached hereto under the heading “Initial Closing Principal Amount of Note.”
Deliveries by Investors. At the Fifth Closing, the Investors shall, in the aggregate, deliver to the Company funds, by check or wire transfer, in the amount set forth on the Schedule of Investors attached hereto under the heading “Fifth Closing Principal Amount of Note.” The issuance of the Notes and the Warrants to the Investors at each Closing, as applicable, shall be made on the terms and conditions set forth in this Agreement, provided that (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the date of such Closing and (ii) the representations and warranties of each Investor participating in such Closing set forth in Section 4 hereof shall speak as of the date of such Closing.
Deliveries by Investors. At the Second Closing, the Investors shall, in the aggregate, deliver to the Company funds, by check or wire transfer, in the amount set forth on the Schedule of Investors attached hereto under the heading “Second Closing Principal Amount of Note.”
Deliveries by Investors. At the Third Closing, the Investors shall, in the aggregate, deliver to the Company funds, by check or wire transfer, in the amount set forth on the Schedule of Investors attached hereto under the heading “Third Closing Principal Amount of Note.”
Deliveries by Investors. At the Fourth Closing, the Investors shall, in the aggregate, deliver to the Company funds, by check or wire transfer, in the amount set forth on the Schedule of Investors attached hereto under the heading “Fourth Closing Principal Amount of Note.”
Deliveries by Investors. At each Additional Closing, (i) the Major Investor shall deliver to the Company funds, by check or wire transfer, in an amount equal to the Draw-Down Amount, less any amounts of the Draw-Down Amount that have been committed to be funded by New Investors in such Additional Closing, and (ii) the New Investors shall deliver to the Company funds, by check or wire transfer, in an amount equal to their commitment of the Draw-Down Amount in such Additional Closing. Each New Investor not a party to this Agreement shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and any Notes and Warrants sold pursuant to this Section 2.2 shall be deemed to be “Notes” and “Warrants” for all purposes under this Agreement and any New Investors thereof shall be deemed to be an “Investor” for all purposes under this Agreement.
Deliveries by Investors. (a) On the Closing Date, Investors shall deliver or cause to be delivered to Seller the following (provided that the deliveries to be made pursuant to clauses (vi) and (vii) shall be dated in the same month as the Closing Date):
(i) the Initial Payment;
(ii) all consents, waivers or approvals set forth on Schedule 3.3(a)(ii) required to be obtained by Investors with respect to the purchase of the Membership Interest by Investors contemplated herein and the consummation of the transactions related to such purchase of Membership Interest;
(iii) the Project Company LLC Agreement, duly executed by Investors;
(iv) the Assignment Agreements, duly executed by Investors;
(v) the Investor Guarantees, duly executed by each Investor Guarantor;
(vi) a certificate of good standing of each Investor issued by the Secretary of State of the State of Delaware;
(vii) a certificate of good standing of each Investor Guarantor issued by the Secretary of State of the State of Delaware; and
(viii) an executed Form W-9 for each Investor will be delivered to the Project Company.
Deliveries by Investors. In addition to and without limiting any other provision of this Agreement, the Investors agrees to deliver, or cause to be delivered, to the escrow agent under the Escrow Agreement, the following:
(a) A deposit in the amount of the Purchase Price;
(b) The executed Agreement with all Exhibits and Schedules attached hereto;
(c) The executed Registration Rights Agreement;
(d) The executed Escrow Agreement; and
(e) Such other documents or certificates as shall be reasonably requested by the Company or its counsel. In the event any document provided to the other party in Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party shall forward an original document to the other party within seven (7) business days.
Deliveries by Investors. At the Sixth Closing, the Investors shall, in the aggregate, deliver to the Company funds, by check or wire transfer, in the amount set forth on the Schedule of Investors attached hereto under the heading “Sixth Closing Principal Amount of Note.”
