Deliveries of the Purchasers. At the Closing, each Purchaser shall have paid to the Company the aggregate Purchase Price, in same day funds, of the Common Stock Shares it is purchasing hereunder and each such Purchaser shall execute and/or deliver, or cause to be delivered to the Company:
Deliveries of the Purchasers. On or prior to the date hereof, each and all of the Purchasers shall irrevocably deliver to the Escrow Agent the following documents (all or any of which may be waived in whole or in part by the Sellers in their sole discretion by notice to the Purchasers and the Escrow Agent):
Deliveries of the Purchasers. (a) Once Computershare has confirmed that they have received all required documents to process the transfer the Purchased Shares and issue a direct registration statement representing the Purchased Shares in the name of the Purchasers, on the day that is two (2) Business Days prior to the Closing Date (the “Funding Date”) the Purchasers will use commercially reasonable efforts to deliver or cause to be delivered to the Purchaser’s counsel, in trust, pursuant to the conditions of Section 2.3, the Purchase Price, in cash, by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Vendor, with the Purchasers paying to the Vendor the amount set out opposite such Purchaser’s name in Schedule A attached hereto, to be completed by the Purchasers and delivered to the Vendor on or before May 30, 2023; and
(b) On or before the Delivery Date, and continuing until the Closing, the Purchasers will use commercially reasonable efforts to deliver or cause to be delivered to the Vendor, or Computershare, as applicable, all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement, all of which will be in form and substance satisfactory to the Vendor, acting reasonably.
Deliveries of the Purchasers. At the Closing, the Purchasers will deliver or cause to be delivered:
Deliveries of the Purchasers. At the Closing Time, the Purchasers will have delivered to the Vendors the following in form and substance satisfactory to the Vendors:
(i) certified copies of (i) the articles and extracts from the by-laws of the Purchasers relating to the execution of documents, (ii) resolutions of the board of directors or managers of each of the Purchasers authorizing the entering into and completion of the transactions contemplated by this Agreement, and (iii) a list of the directors, managers and officers authorized to sign agreements together with their specimen signatures;
(ii) a certificate of status, compliance, good standing or like certificate with respect to each of the Purchasers, issued by the appropriate Governmental Authority in its jurisdiction of incorporation;
(iii) the certificates referred to in Subsections 6.2.1(a) and 6.2.1(b);
(iv) the elections pursuant to subsection 167(1) of the GST Legislation, prepared by each of GPS Inc. and 1554531 and duly executed by the Canadian Purchaser;
(v) the NS Escrow Agreement duly executed by the Purchasers;
(vi) the Retention Escrow Agreement duly executed by the Purchasers; and
(vii) all other documentation and evidence reasonably requested by the Vendors in order to establish the due authorization and completion of and effectively implement the transactions contemplated by this Agreement.
Deliveries of the Purchasers or Holders at Closing. At the Closing, (i) the Purchasers shall deliver to the Company the original execution copies of all of the Convertible Debentures, marked "Paid in Full" across the face of the Convertible Debentures and signed by the Purchasers who own the Convertible Debentures, and (ii) the Holders shall deliver to the Company for cancellation the original execution copies of all of the Warrants presently issued and outstanding. If any of the instruments required to be delivered at Closing by the Holders have been lost, stolen or destroyed, the Company shall accept in lieu thereof from any Holder a completed and fully executed Lost Instrument Certificate in the form attached to this Agreement as Exhibit "A".
Deliveries of the Purchasers. At the Closing, the Purchasers shall deliver or cause to be delivered to the Partnership:
(i) a counterpart of the Registration Rights Agreement, which shall have been duly executed by each Purchaser;
(ii) a cross-receipt from each Purchaser, in form and substance reasonably acceptable to the Partnership, executed by such Purchaser and delivered to the Partnership certifying that such Purchaser has received from the Partnership the number of Purchased Units (the Firm Purchased Units as set forth opposite such Purchaser’s name on Schedule 1.01) to be received by such Purchaser in connection with the Closing;
(iii) a certificate from each Purchaser of an authorized officer of such Purchaser, dated the Closing Date, in his or her applicable capacity, in form and substance reasonably acceptable to the Partnership, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied;
(iv) payment of the Funding Obligation by each Purchaser to the Partnership, payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Partnership;
(v) a duly executed Internal Revenue Service Form W-9 or applicable Internal Revenue Service form W-8 from each Purchaser and AGS;
(vi) a joinder to the Confidentiality Agreement, in form and substance reasonably satisfactory to the Partnership, duly executed by each Purchaser;
(vii) a counterpart of each VCOC Letter, in each case, which shall have been duly executed by the relevant Purchaser that requires the rights contemplated by such VCOC Letter;
(viii) a counterpart to the Board Rights Agreement, which shall have been duly executed by each Purchaser; and
(ix) such other documents relating to the transactions contemplated by this Agreement as the Partnership may reasonably request.
