Common use of Deliveries by the Parties Clause in Contracts

Deliveries by the Parties. (a) Buyer herewith delivers the Purchase Price, as follows: (i) With respect to the Controlling Stockholders, the Cash Consideration in the sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts of the Controlling Stockholders pro ratably in accordance with their respective ownership of the Shares as set forth in Schedule A attached hereto; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the number of shares of the Stock Consideration set forth on Schedule A, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out Payment set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws); (ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documents; and (iii) written resignations, substantially in the form attached as Exhibit B hereto, of certain officers of the Company and each director of the Company, all effective as of the date hereof.

Deliveries by the Parties. (a) Buyer herewith delivers At the Purchase PriceClosing, the Investor and the ------------------------- Company and Stockholders shall have delivered, or shall have caused to be delivered, to the other party or parties, all in form and substance satisfactory to the recipient thereof, the following, as followsapplicable: (i) With respect a wire transfer by the Investor to the Controlling Stockholders, Company of $15,000,000 as the Cash Consideration in the sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts of the Controlling Stockholders pro ratably in accordance with their respective ownership of the Shares as set forth in Schedule A attached hereto; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder purchase price for the number of shares of the Stock Consideration set forth on Schedule A, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out Payment set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws)Acquired Stock; (ii) a Debenture Purchase Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties; (iii) a Stockholders' Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties; (iv) a Put/Call Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties (the "Put/Call Agreement"); (v) certificates issued by (i) the Secretary of State of Delaware certifying that each of the Company and the Investor, respectively, has legal existence and is in good standing; and, with respect to the Company’s Corporate minute book, bank statements(ii) the Secretary of State (or similar authority) of each jurisdiction in which the Company has qualified to do business as a foreign corporation (or is required to be so qualified) as to such foreign qualification; (vi) a Secretary's Certificate of each of the Investor and the Company, invoices from previous periodsas applicable, Tax statementscertifying (A) the names of the officers or directors of each such entity authorized to sign this Agreement and the other agreements, documents and instruments executed by the Investor and the Company pursuant hereto, together with the true signatures of such officers or directors; (B) copies of consent actions taken by the respective Boards of Directors of the Company and the Investor and the stockholders of the Company authorizing the appropriate officers or directors of the Company and the Investor to execute and deliver this Agreement and all agreements, documents and instruments executed by the Company and the Investor pursuant hereto, and miscellaneous historical documentsto consummate the transactions contemplated hereby and thereby; (vii) an opinion of Xxxxxxxx Xxxxxxxx & Xxxxx, counsel for the Company, dated as of the Closing Date, in form and substance acceptable to the Investor and an opinion of Xxxxxxx, Procter & Xxxx LLP, counsel for the Investor, dated as of the Closing Date, in form and substance acceptable to the Company; and (iiiviii) written resignations, substantially in the form attached such other supporting documents and certificates as Exhibit B hereto, of certain officers of the Company may be reasonably requested and each director of the Company, all effective as of the date hereofmay be required pursuant to this Agreement.

Deliveries by the Parties. (a) Buyer herewith delivers the Purchase Price, as follows: (i) With respect to the Controlling Stockholders, the Cash Consideration certificates registered in the sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts names of the Controlling Stockholders pro ratably in accordance with their respective ownership for the number of Firm Buyer Shares set opposite the name of the Shares as set forth in Controlling Stockholder on Schedule A attached hereto. The Firm Buyer Shares issued to each Controlling Shareholder shall not be transferable by the holder thereof prior to September 1, 2015; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the number of shares of the Stock Consideration set forth on Schedule AEscrow Buyer Shares, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out Payment provisions set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Company Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Company Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws); (ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documents; and (iii) written resignations, substantially in the form attached as Exhibit B hereto, of certain officers of the Company and each director of the Company, all effective as of the date hereof.

Deliveries by the Parties. At the Closing: (a) Buyer herewith delivers the Purchase Price, as followsBIH shall: (i) With respect deliver to the Controlling Stockholders, the Cash Consideration in the sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts Enterprises and Coke Northeast certified copies of the Controlling Stockholders pro ratably in accordance with their respective ownership resolutions of the Shares as set forth in Schedule A attached hereto; andboards of directors of TCCC and BIH, respectively, authorizing the execution and delivery of this Agreement and the Seller Documents and the consummation of the transactions contemplated by this Agreement and the Seller Documents; (ii) With respect deliver to Enterprises and Coke Northeast a certificate dated as of the Closing Date executed by an officer of BIH, in form and substance reasonably satisfactory to Enterprises and Coke Northeast, (A) to the Management Stockholder, certificate(seffect provided for in Section 4.04(a) registered and (B) stating that BIH has performed and complied in the name all material respects with all agreements and covenants required by this Agreement to be performed or complied with by BIH prior to or at Closing; (iii) deliver to Enterprises and Coke Northeast a certificate dated as of the Management Stockholder Closing Date executed by an officer of TCCC, in form and substance reasonably satisfactory to Enterprises and Coke Northeast, (A) to the effect provided for the number of shares in Section 4.04(a) and (B) stating that TCCC has performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by TCCC prior to or at Closing; (iv) deliver to Enterprises and Coke Northeast stock certificates representing all of the Stock Consideration set forth on Schedule A, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out Payment set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of KONY Shares set opposite their names on Schedule A, in appropriate formbeing sold by BIH hereunder, duly endorsed or accompanied by stock powers duly endorsed, assignments separate from certificate in form reasonably satisfactory to counsel for Enterprises and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws); (ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documentsCoke Northeast; and (iiiv) written resignationsdeliver to Enterprises and Coke Northeast opinions from each of King & Spalding and F. Rodgxx Xxxxx, Xinance Counsel to TCCC, each dated the Closing Date in substantially in the form attached as Exhibit B hereto, of certain officers of the Company Exhibits 4.06(a)(v)-1 and each director of the Company, all effective as of the date hereof4.06(a)(v)-2.