Delivery at the Closing. At the Closing, the Selling Shareholder shall deliver the following items to the Purchaser:
(i) The total Purchase Shares, together with duly issued share certificates of the total Purchase Shares in the name of the Purchaser;
(ii) A compliance certificate, signed by the director of Selling Shareholder certifying that all the representations and warranties of the Selling Shareholder hereunder are true, correct and complete, and all the conditions hereunder have been fulfilled; At the Closing, the Purchaser shall pay the Installment to the Selling Shareholder against receipt of all deliverables under items (i) through (ii) of Section 3.2 hereof. On the date of receipt of the Installment, the Selling Shareholder shall issue a written receipt acknowledging such receipt to the Purchaser.
Delivery at the Closing. Subject to the terms of this Addendum, at the Closing the Company will deliver to each Additional Investor listed on Schedule A attached hereto (a) a stock certificate representing the number of shares of Common Stock set forth opposite the name of such Additional Investor on Schedule A and (b) a Warrant to purchase the number of shares of Common Stock set forth opposite the name of such Additional Investor on Schedule A against delivery to the Company by such Additional Investor at the Closing of a wire transfer of funds or promissory note for the aggregate purchase price of the Shares acquired by such Additional Investor.
Delivery at the Closing. Subject to the terms and conditions of this Agreement, at the Closing the Company will deliver to each Investor: (i) a stock certificate representing the number of Shares set forth opposite the name of such Investor on the Schedule of Investors; and (ii) a Warrant to purchase the number of shares of Common Stock set forth opposite the name of such Investor on the Schedule of Investors against delivery to the Company by each such Investor at the Closing of a check or wire transfer of funds for the aggregate purchase price of the Shares acquired by such Investor.
Delivery at the Closing. At the Closing, the Selling Shareholder shall deliver the following items to the Purchaser:
(i) The total Purchase Shares, together with duly issued share certificates of the total Purchase Shares in the name of the Purchaser;
(ii) A compliance certificate, dated as of the Closing signed by the duly authorized representative of the Selling Shareholder certifying that all the representations and warranties set forth in Section 4 are true, correct and complete, and all the conditions hereunder have been fulfilled; and
(iii) An unaudited financial balance sheet, cash flow statement and profit and loss statement of the Company for the full year of 2006 and an unaudited balance sheet, and profit and loss statement of the Company dated as of January 31, 2007, which shall be satisfactory in form and substance to the Purchaser. At the Closing, the Purchaser shall pay the First Installment to the Selling Shareholder against receipt of all deliverables under items (i) through (iii) of Section 3.2 hereof. On the date of receipt of the First Installment, the Selling Shareholder shall issue a written receipt acknowledging such receipt to the Purchaser.
Delivery at the Closing. On the Conversion Date, Borrower shall deliver to the Lender (i) one or more stock certificates registered in the name of the Lender, representing the number of the Preferred Equity Shares being purchased by the Lender pursuant to this Agreement, and (ii) the Bringdown Certificate dated as of the Conversion Date.
Delivery at the Closing. The completion of the purchase and sale of the Securities (the “Closing”) shall occur as soon as practicable and as agreed to by
(1) 25% of the number of Shares purchased. the parties hereto, within three business days following the execution of the Agreements, or on such later date as the parties agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (1) one or more stock certificates and (2) one or more Warrant certificates, each registered in the name of the Purchaser, or, if so indicated on the Stock Certificate Questionnaire attached as Appendix I, in the nominee name as designated by the Purchaser, representing the number of Shares and Warrant Shares, respectively, set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares and the Warrants were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 thereunder. The names in which the stock certificates and Warrant certificates are to be registered are set forth in the Questionnaire. The Company’s obligation to complete the sale and deliver the certificates to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the Purchase Price; (b) completion of the purchases and sales under the Agreements with the Purchasers; and (c) the accuracy in all material respects of the representations and warranties made by the Purchaser as if such representations and warranties were made on the Closing Date and the fulfillment in all material respects of the undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to complete the purchase and pay the Purchase Price shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties made by the Company herein shall be true and accurate in all material respects (except where the representations and warranties already are qualified by materiality) as of the Closing Date; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion in customary form reasonably satisfactory t...
Delivery at the Closing. At the Closing, the Selling Shareholder shall deliver the following items to the Purchaser:
(i) The total Purchase Shares, together with duly issued share certificate(s) of the total Purchase Shares.
(ii) A compliance certificate, dated as of the Closing signed by duly authorized representative of the Selling Shareholder certifying that all the representations and warranties set forth in Section 4 are true, correct and complete, and all the conditions set forth in Section 6 have been fulfilled; and;
(iii) All such other documents as may be reasonably required by the Purchaser so as to give effect to the provisions of this Agreement and the transactions hereby contemplated. At the Closing, the Purchaser shall pay the Purchase Payment to the Selling Shareholder against receipt of the deliverable under items (i), (ii) and (iii)of Section 3.2 hereof. On the date of receipt of the Purchase Payment, the Selling Shareholder shall issue a written receipt acknowledging such receipt to the Purchaser.
Delivery at the Closing. At the Closing, the Selling Shareholder shall deliver the following items to the Purchaser:
(i) The share transfer form for the Purchase Shares executed by the Selling Shareholder in favour of the Purchaser, together with the duly issued original share certificate(s) of the Purchase Shares; and
(ii) Written resignations of each of Chi-Xxxxx Xxxx and Xxxx Xxxxxxx Xxxxxxxx (collectively, the “GigaMedia Nominees”) as directors of the Company with effect from the date of this Agreement. At the Closing, the Company shall deliver the following item to the Selling Shareholder:
(i) The share certificate issued by the Company to the Selling Shareholder in respect of the 451,776 Ordinary Shares representing 20% of the ordinary shares of the Company assuming the full conversion of all issued preferred shares of the Company. EXECUTION VERSION
Delivery at the Closing. Deliveries of certificates for the Notes shall be made at the Closing and payment of the purchase price for the Notes shall be made by the Purchasers via wire transfer of immediately available funds contemporaneous with Closing to the Company at Bank of America, Coeur d'Alene, Idaho, ABA #000000000, Account #00000000, Beneficiary: Coeur d'Xxxxx Xxxxx Corporation, Reference: New Note Proceeds. Certificates for the Notes shall be in such denominations as the Purchasers may request in writing prior to the Closing Time. Each global certificate representing Notes shall be registered in the name of Cede & Co. pursuant to the Letter of Representations with The Depository Trust Company ("DTC"). DTC will credit the accounts of the Purchasers to reflect their purchase of the Notes acquired by them hereunder.
Delivery at the Closing. (a) SW and AN each shall deliver to LLC (i) fully executed documents of conveyance to effect the contribution of the Contributed Assets, in forms that are reasonably acceptable to LLC, and (ii) an executed counterpart signature page to the Operating Agreement, in the form provided by LLC; and
(b) LLC shall deliver to SW and AN each one or more certificates representing the Units to be purchased at the Closing, registered in such names as SW and AN each request.
