Deliveries by the Company at the Closing. At the Closing, subject to the satisfaction or waiver of all the conditions set forth in Section 5 below, the Company shall deliver (or cause to be delivered) to the Purchaser:
(a) a copy of the share certificate in the name of such Purchaser representing the Purchased Shares being subscribed for by such Purchaser at the Closing, with the original duly executed share certificate delivered to such Purchaser within twenty (20) Business Days after the Closing; and
(b) a copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Purchaser of the Purchased Shares being subscribed for by the Purchaser at the Closing.
Deliveries by the Company at the Closing. At the Closing, the Company shall issue and deliver to the Purchasers:
(a) certificates evidencing the Shares and Warrants in the name of the Purchasers in the respective amounts set forth on Schedule 1 hereto, provided, that, if a certificate for the Shares is not delivered to any Purchaser at the Closing, the Company will deliver to such Purchaser evidence of a written direction to the Transfer Agent instructing the Transfer Agent to deliver such certificate to such Purchaser within five (5) Business Days of the Closing Date and such written direction shall satisfy the Company’s obligation under this Section 3.2(a) with respect to such Purchaser; and
(b) all such other documents and instruments as contemplated by this Agreement as the Purchasers or their counsel shall reasonably request to consummate or evidence the Transaction.
Deliveries by the Company at the Closing. At the Closing, the Company shall deliver to the Holder the Redemption Price, as determined pursuant to this Article I, in United States dollars in immediately available funds by wire transfer to the account designated in writing by the Holder on the signature page hereof and will cancel the Debentures.
Deliveries by the Company at the Closing. (a) At the Closing, in addition to any items the delivery of which is made an express condition to the obligations of any Series F Investors (except for CVC) at the Closing pursuant to Section 5.1 hereof, the Company shall deliver to such Series F Investor (x) a scanned copy of the updated register of members of the Company, certified by the Company’s registered office provider or the administrator, reflecting the issuance of the applicable Purchased Shares to such Series F Investor, (y) a scanned copy of the share certificate issued in the name of such Series F Investor representing the applicable Purchased Share being purchased by such Series F Investor, (z) a scanned copy of the updated register of directors of the Company, certified by the Company’s registered office provider or the administrator, reflecting the appointment of an individual designated by New Oriental as a new director of the Company (the “New Oriental Director”).
(b) At the Closing, in addition to any items the delivery of which is made an express condition to CVC’s obligations at the Closing pursuant to Section 5.1 hereof, the Company shall deliver to CVC (x) a copy of CVC Warrant in accordance with Section 2.2, and (y) a scanned copy of the register of warrant holders of the Company, certified by the Company’s registered office provider or the administrator, reflecting the issuance of the CVC Warrant being issued hereunder.
Deliveries by the Company at the Closing. At the Closing, the Company shall issue and deliver to the Purchaser:
(a) Certificates evidencing the Preferred Shares in the names of the Persons comprising the Purchaser (or their assignees), in the respective amounts as set forth in a written notice provided to the Company by the Purchaser 24 hours in advance;
(b) The Warrant Certificates in the names of the Persons comprising the Purchaser (or their assignees), in the respective amounts as set forth in a written notice provided to the Company by the Purchaser;
(c) The Ancillary Agreements;
(d) The certificates, opinions of counsel and other documents described in Article VII of this Agreement; and
(e) All such other documents and instruments as the Purchaser or its counsel shall reasonably request to consummate the Closing.
Deliveries by the Company at the Closing. At the Closing, the Company shall deliver, or shall cause to be delivered:
(a) to the HMTF Teligent Entities a certificate or certificates representing an aggregate of 10,007 shares of Series B Preferred Stock, each such certificate issued in such name or names and in such denominations as specified by the HMTF Teligent Entities; and
(b) to the HMTF ICG Entities a certificate or certificates representing an aggregate of 8,188 shares of Series B Preferred Stock, each such certificate issued in such name or names and in such denominations as specified by the HMTF ICG Entities.
Deliveries by the Company at the Closing. The Company shall have delivered, or cause to be delivered, to Holder an irrevocable instruction letter addressed to the Company's transfer agent, instructing such transfer agent to issue certificates representing the Consideration free and clear of any lien, pledge or other security interest or encumbrance (other than any restrictions under the securities laws) to the Holder within three (3) business days of the date of this Agreement. The Company hereby covenants with the Holder that such certificates shall be delivered to Holder within three (3) business days. Each certificate representing the Consideration shall be stamped or otherwise imprinted with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, AND THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES, EXCEPT (A) IF REGISTERED UNDER THE ACT, (B) PURSUANT TO RULE 144 UNDER THE ACT OR (C) UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT.
Deliveries by the Company at the Closing. At the Closing, the Company and Pathnet shall deliver the following documents:
i. A certificate of the President of each of Pathnet and the Company each certifying that its representations and warranties are true in all material respects as of the Closing Date and that it has performed or complied, in all material respects, with all of its respective agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing;
ii. A certified copy of resolutions of the Board of Directors of the Company, authorizing the execution and delivery of this Agreement and the performance of the obligations of the Company hereunder;
iii. A certified copy of resolutions of the Board of Directors of Pathnet, authorizing the execution and delivery of this Agreement and the performance of the obligations of Pathnet hereunder;
iv. An opinion of Counsel to the Company substantially in the form set forth on Exhibit G;
v. The Stockholders Agreement duly executed and delivered by the Company and each other stockholder of the Company (other than any one or more stockholder beneficially owning, in the aggregate, not more than one percent of the outstanding capital stock of the Company);
vi. Certificates representing the Shares to be issued to the Stockholder;
vii. All third party and governmental consents necessary or appropriate to consummate the transactions contemplated herein, including, without limitation, the FCC Consents; and
viii. Those other closing documents required to be executed by it or as may otherwise be reasonably necessary or appropriate to consummate the transactions contemplated herein.
Deliveries by the Company at the Closing. At the Closing, the Company shall issue and deliver all of the following:
(a) To each Patron Stockholder, certificate(s) representing, in the aggregate, that number of shares of Company Common Stock as set forth next to such Patron Stockholder's name on Schedule A in definitive form and registered in the name of such Patron Stockholder or its nominee or designee and in such denominations as each Patron Stockholder shall request in writing at least two (2) Business Days prior to the Closing Date.
(b) The certificate contemplated by Section 3.3.
(c) A certificate of good standing from the Nevada Secretary of State, issued as of a date within two Business Days prior to the Closing Date, certifying that the Company is in good standing as a corporation in the State of Nevada.
(d) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers of the Company executing this Agreement and any other document delivered pursuant hereto on behalf of the Company.
(e) Copies of the resolutions or consents of the Company's board of directors (1) authorizing the execution and performance of this Agreement and the contemplated transactions by the Company, (2) reserving 11,000,000 shares of Company Common Stock for issuance pursuant to potential acquisitions, (3) authorizing the issuance of 1,801,688 shares of Company Common Stock to the individuals and in the amounts identified in Schedule 2.3 hereto, and (4) electing the Patron executive officers to positions with the Company held by them with Patron, certified by the secretary or an assistant secretary of the Company as of the Closing Date.
(f) The resignation of Xxxx Xxxxxxx, the sole officer and director of the Company, effective, with respect to his position as an officer of the Company, as of the Closing Date, and, with respect to his position as a director of the Company, effective as of the date on which the Patron board designees shall be elected to the Company's Board of Directors.
Deliveries by the Company at the Closing. At the Closing, subject to the satisfaction or waiver of all the conditions set forth in Section 5 below, the Company shall deliver (or cause to be delivered) to the Purchaser:
(a) a copy of the share certificate in the name of the Purchaser representing the Purchased Shares being subscribed for by each of the Purchaser at the Closing, with the original duly executed share certificate delivered to the Purchaser within twenty (20) Business Days after the Closing;
(b) a copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Purchaser of the Purchased Shares being subscribed for by each of the Purchaser at the Closing;
(c) a copy of the updated register of directors of the Company, certified by the registered office provider of the Company, reflecting the appointment of directors by Ruipeng Members, Xxxxxxxxx (or the affiliates of Xxxxxxxxx), Shenzhen Dachen and the Purchaser (capitalized words and expressions used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement);
(d) a copy of the duly executed shareholders agreement substantially in the form of Schedule III attached hereto (the “Shareholders Agreement”); and
(e) a copy of the duly adopted Restated Memorandum and Articles of Association substantially in the form of Schedule IV attached hereto (the “Restated Articles”).
