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.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Diagnostic Imaging International Corp), Securities Purchase Agreement (Diagnostic Imaging International Corp), Securities Purchase Agreement (Diagnostic Imaging International Corp)
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 relevant to the investment, as set forth in Paragraph 2 of the Securities Purchase Price multiplied by 3.33, rounded up to the nearest whole shareAgreement. In exchange for the delivery of the NoteNote and Shares, 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.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Diagnostic Imaging International Corp), Securities Purchase Agreement (Diagnostic Imaging International Corp)
Delivery at Closing. The completion of the purchase and sale of the Securities Common Stock (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 shares of Common Stock relevant to the investment, as set forth in Paragraph 2 of the Securities Purchase Price multiplied by 3.33, rounded up to the nearest whole shareAgreement. In exchange for the delivery of the Noteshares of Common Stock, the Investor shall pay the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions, if not previously delivered to the Company. The Company's obligation to issue and sell the Securities shares of Common Stock 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 Common Stock 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 ClosingClosing and (d) the closing of the asset acquisition as set forth in that certain Asset Purchase Agreement, dated on or about September 1, 2012 by and among the Company, ”), World Moto (Thailand) Co., Ltd., Xxxxx Xxxxxxxxxx and Xxxx Xxxxx, as amended (“Asset Purchase Agreement”).
Appears in 1 contract
Delivery at Closing. The completion of the purchase and sale of the Securities Common Stock (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 shares of Common Stock relevant to the investment, as set forth in Paragraph 2 of the Securities Purchase Price multiplied by 3.33, rounded up to the nearest whole shareAgreement. In exchange for the delivery of the Noteshares of Common Stock, the Investor shall pay the Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company's written instructions, if not previously delivered to the Company. The Company's obligation to issue and sell the Securities shares of Common Stock 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 Common Stock 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; Letter and (c) the fulfillment of the obligations of the Company under this Agreement on or prior to the Closing.
Appears in 1 contract