Deliveries to the Company. On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following, each duly executed by such Purchaser and dated as of the Closing Date:
(i) this Agreement;
(ii) the Registration Rights Agreement;
(iii) the Security Agreement, duly executed by the Purchasers;
(iv) the Guaranty, duly executed by the Purchasers;
(v) the Transfer Agent Instruction Letters, duly executed by the Purchaser; and
(vi) the Purchaser’s Subscription Amount for the Note and the Warrant being purchased by such Purchaser at the Closing by wire transfer to the account specified in writing by the Company.
Deliveries to the Company. On or prior to the Closing, each Initial Purchaser (or, where applicable, the Collateral Agent) shall deliver or cause to be delivered to the Company, as applicable, the following, each duly executed by such Initial Purchaser (or, as the case may be, Collateral Agent) and dated as of the Closing Date:
(i) this Agreement;
(ii) the Security Agreement;
(iii) the Lock-Up Agreements; and
(iv) the Intellectual Property Security Agreements.
Deliveries to the Company. On or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following, each duly executed by the Purchaser and dated as of the Closing Date:
(i) this Agreement; and
(ii) the Purchaser’s Subscription Amount for the Series B Preferred Stock being purchased by the Purchaser at the Closing by wire transfer to the account specified in writing by the Company.
Deliveries to the Company. At or prior to the Closing, the Purchaser shall deliver to the Company the following in form and substance reasonably satisfactory to the Company and its counsel:
Deliveries to the Company. On or prior to the Closing, each Initial Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following, each duly executed by such Initial Purchaser and dated as of the Closing Date:
(i) this Agreement;
(ii) [reserved];
(iii) [reserved];
(iv) [reserved];
(v) [reserved];
(vi) the Registration Rights Agreement; and
(vii) the Lock-Up Agreement for such Initial Purchaser.
Deliveries to the Company. Concurrently with its execution and delivery of this Agreement, Parent shall deliver, or cause to be delivered, to the Company:
(a) a certificate, duly executed by the Secretary of Parent, certifying as the Certificate of Incorporation and By-laws of Parent, incumbency and signatures of officers of Parent and copies of directors' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and
(b) an opinion of Parent's counsel, Parker Duryee Rosoff & Xxxx, xx fxxx xxd substance reasonably satisfactory to the Company; and
Deliveries to the Company. At or prior to the Closing, Parent shall deliver, or cause to be delivered, to the Company the following:
(i) a copy of the resolution of each Parent Party’s governing body, as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Parent Parties, as applicable, of the Transactions, including the Merger;
(ii) the Certificate of Merger duly executed by Merger Sub;
(iii) a copy of the Escrow Agreement duly executed by Parent and the Escrow Agent;
(iv) a copy of the Interim Operating Agreement duly executed by Parent;
(v) a copy of the Lockup Agreements duly executed by Parent and SCOLP;
(vi) a copy of the Registration Rights Agreement duly executed by Parent;
(vii) a copy of the Tax Protection Agreement duly executed by Parent and SCOLP;
(viii) a written opinion to the Electing Security Holders of Jaffe, Raitt, Heuer & Xxxxx, Professional Corporation, dated as of the Closing Date and substantially in the form attached hereto as Exhibit K, which opinion will be based in part on customary representations contained in an officer’s certificate executed by Parent and SCOLP; and
(ix) the Parent Closing Certificate.
Deliveries to the Company. The Company shall receive at the Closing the following documents:
Deliveries to the Company. On the day of Closing, Seller shall deliver, or cause to be delivered, to the Company the Assignment Document pursuant to Section 3.5 and Section 3.8 of the LLC Agreement.
Deliveries to the Company. Concurrently with its execution and delivery of this Agreement, Parent shall deliver, or cause to be delivered, to the Company:
(a) a certificate, duly executed by the Secretary of Parent, certifying as the Certificate of Incorporation and By-laws of Parent, incumbency and signatures of officers of Parent and copies of directors' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(b) a certificate, duly executed by the chief executive officer of Parent, as to certain tax matters; and
(c) an opinion of Parent's counsel, Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx & Xxxxxx, P.C., in form and substance reasonably satisfactory to the Company.
