Delivery of Securities at the Closing Sample Clauses

Delivery of Securities at the Closing. The completion of the transaction (the “Closing”) shall occur simultaneously with the execution hereof and the consulting agreement (the “Closing Date”). At the Closing, the Company will issue to the Purchaser (i) one or more stock certificates representing the Shares and (ii) one or more warrant certificates (in the form of Appendix III) representing the Warrants, in each case registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the Shares. The name(s) in which the stock certificates and warrant certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as Appendix I. The Company’s obligation to complete the transaction herein contemplated 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 U.S. $2,000,000; (b) the accuracy in all material respects of the representations and warranties made by the Purchaser and the fulfillment of those undertakings of the Purchaser to be fulfilled prior to or at the Closing, and (c) the Company agreeing to accept the Purchaser’s subscription prior to or at the Closing. The Purchaser’s obligation to complete the transaction herein contemplated at the Closing shall be subject to the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing.
Sample 1
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Delivery of Securities at the Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Kxxxxxx Cxxxxxxxx Lxxxxxx & Hxxxxxx, L.L.P. (“Kxxxxxx Cxxxxxxxx”), 200 Xxxxx Xxxxx Xxxxxx, Charlotte, North Carolina 28202 on a date specified by the Company and the Placement Agents, which shall be no later than June 19, 2007 (the “Closing Date”), and of which the Investors will be notified in advance by the Placement Agents. At the Closing, the Company shall deliver to the Investor one or more stock certificates (subject to Section 2.2 below) representing the number of Shares set forth in Section 1.1 above, each such certificate to be registered in the name of the Investor or, if so indicated on the Confidential Investor Questionnaire, in the name of a nominee designated by the Investor. In exchange for the Shares, the Investor shall deliver the Purchase Price to Canaccord Axxxx, Inc. by wire transfer of immediately available funds pursuant to written instructions. On the Closing Date, the Company shall cause its General Counsel to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit C and Kxxxxxx Cxxxxxxxx to deliver to the Investors a legal opinion, dated the Closing Date, substantially in the form attached hereto as Exhibit D (collectively, the “Legal Opinions”).
Sample 1
Delivery of Securities at the Closing. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of K&L Gates LLP, 4350 Xxxxxxxx at Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx Xxxxxxxx 00000 on the date of this Agreement (the “Closing Date”). At the Closing, (x) the Investor shall deliver to the Company (i) an executed copy of this Agreement, (ii) a completed Confidential Investor Questionnaire (in the form attached as Exhibit A hereto) and (iii) the Purchase Price, by wire transfer of immediately available funds pursuant to written instructions provided by the Company and (y) the Company shall deliver a countersigned copy of this Agreement. Neither the Investor nor the Company will be bound under this Agreement until full execution of this Agreement by both parties, and the Closing, shall have occurred. Within three (3) Business Days (as defined in Section 3.13) of the Closing Date, the Company shall deliver to the Investor one or more stock certificates (subject to Section 2.2 below) representing the number of Shares set forth in Section 1.1 above and purchased by the Investor at the Closing, each such certificate to be registered in the name of the Investor or, if so indicated on the Confidential Investor Questionnaire, in the name of a nominee designated by the Investor.
Sample 1

Related to Delivery of Securities at the Closing

  • Delivery of Securities After Closing The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

  • Delivery of Securities Sold Notwithstanding Section 4.03 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.

  • Delivery of Securities The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

  • Disbursements of Cash and Delivery of Securities The Custodian shall disburse cash or deliver out Securities only for the purposes listed below. Instructions must specify or evidence the purpose for which any transaction is to be made and the Series shall be solely responsible to assure that Instructions are in accord with any limitations or restrictions applicable to the Series:

  • Sale and Delivery of Securities (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Delivery of Securities and Evidence of Authority Upon receipt of an Instruction, the Custodian, directly or through the use of the Book-Entry System or a Depository, shall, or shall instruct the relevant Sub-Custodian to:

  • Delivery of Securities from Fund Custody Account Upon receipt of Proper Instructions, the Custodian shall release and deliver, or cause the Sub-Custodian to release and deliver, Securities from the Fund Custody Account but only in the following cases:

  • Delivery of SEC Correspondence To supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act or any of the Registration Statement, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto or document incorporated by reference therein.

  • Delivery and Redelivery of Securities for Carrying Purposes The Manager may deliver to you from time to time prior to the termination of the applicable AAU pursuant to Section 9.1 hereof against payment, for carrying purposes only, any Securities or Other Securities purchased by you under the applicable AAU or any Intersyndicate Agreement which the Manager is holding for sale for your account but which are not sold and paid for. You will redeliver to the Manager against payment any Securities or Other Securities delivered to you for carrying purposes at such times as the Manager may demand.

  • Purchase, Sale and Delivery of Securities (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.

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