Delivery at Closing. At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.
Delivery at Closing. At the Closing, the Company will record the issuance of the Shares in the Company’s stock ledger with respect to the Common Stock of the Company in the Purchaser’s name, against payment of the Purchase Price therefore as indicated above.
Delivery at Closing. At the Closing, the Company will deliver to the Purchaser the Warrant in the Purchaser’s name, representing the right to purchase the Shares to be purchased by Purchaser hereunder, against payment of the Purchase Price.
Delivery at Closing. At the Closing, (a) Purchase shall deliver to Issuer the Subject Shares Purchase Price by wire transfer of immediately available funds to an account designated by the Issuer in writing by 10:30 a.m., and (b) the Issuer shall deliver certificates representing the Subject Shares to the Purchaser.
Delivery at Closing. The completion of the purchase and sale of the Securities (the “Closing”) shall occur on a date mutually agreed upon by the Company and the Investor (the “Closing Date”). At the Closing, the Company shall deliver to the Investor a Note representing the aggregate dollar amount of the Note set forth in Paragraph 2 of the Securities Purchase Agreement, and shall instruct its transfer agent to issue (the “Instruction Letter”) to the Investor that number of Shares equal to the Purchase Price multiplied by 3.33, rounded up to the nearest whole share. In exchange for the delivery of the Note, the Investor shall pay the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions. The Company's obligation to issue and sell the Securities to the Investor shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a copy of this Agreement executed by the Investor; and (b) the accuracy of the representations and warranties made by the Investor in this Agreement. The Investor's obligation to purchase the Securities shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Investor: (a) the accuracy of the representations and warranties made by the Company in this Agreement; (b) the execution and delivery by the Company of the Note and the Instruction Letter; and (c) the fulfillment of the obligations of the Company under this Agreement on or prior to the Closing.
Delivery at Closing. At the Closing, subject to the terms and conditions hereof, the Seller will deliver to Purchaser certificates representing the Shares to be purchased at the Closing by Purchaser, against payment of the Purchase Price by wire transfer at the time of Closing.
Delivery at Closing. At the Closing, the parties hereto shall take such actions and execute and deliver, or cause to be executed and delivered, such agreements and other documents and instruments as are necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including, the following:
(i) each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of Exhibit C;
(ii) each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of Exhibit D;
(iii) each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement");
(iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F;
(v) the Secretary of the Company shall deliver to SST: (A) an executed certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Directors of the Company authorizing and approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement;
(vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in all respects; and
(vii) the officers and directors of the Company shall resign from their positions as officers and directors of the Company and shall deliver to SST letters to such effect.
(viii) the Shareholders shall deliver to SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed stock powers) and with signatures (i) guaranteed by a bank, broker, dealer, credit union, savings a...
Delivery at Closing. If the Closing occurs, Escrow Agent shall deliver the Escrow Deposits to, or upon the instructions of, Buyer and Seller on the Closing Date. 15.3
Delivery at Closing. At the Closing
(a) The Seller shall deliver to the Purchaser stock certificates representing the Shares. The certificates representing the Shares shall be duly endorsed for transfer to the Purchaser and accompanied by, (i) if required by the Company's transfer agent, an opinion of counsel reasonably acceptable to the Company, the Purchaser and the Company's transfer agent and (ii) stock powers with medallion signature guarantees or other instruments of transfer duly executed to the Purchaser; and
(b) The Purchaser shall transfer the aggregate Purchase Price to the Seller in the form of certified bank check or wire transfer.
Delivery at Closing. If the initial Closing occurs, Escrow Agent shall deliver the Deposit to, or upon the instructions of, Buyer and Seller on the Closing Date to be applied against that portion of the Purchase Price due on such date.
