Delivery of Securities; Payment of Purchase Price. The closing of the ------------------------------------------------- purchase and sale of the Initial Purchased Securities (the "First Closing") is taking place simultaneously with the execution and delivery of this Agreement at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx (the date on which the First Closing occurs is referred to as the "First Closing Date"). Delivery of the Initial Purchased Securities purchased by each Initial Purchaser pursuant to this Agreement is being made at the First Closing by the Company delivering to such Initial Purchaser, against payment of the purchase price therefor, (i) a stock certificate or certificates, dated the date hereof, representing the number of Initial Purchased Shares purchased by such Initial Purchaser, with each such certificate being registered in the name of such Initial Purchaser and (ii) a Warrant Certificate or Warrant Certificates, dated the date hereof, representing the number of Initial Warrants purchased by such Initial Purchaser, with each such certificate being registered in the name of such Initial Purchaser. Payment by each Initial Purchaser of the agreed purchase price for the Initial Purchased Shares and Initial Warrants purchased by such Initial Purchaser has been made by wire transfer (to the account of the Company previously designated by it in writing) and the Company hereby acknowledges receipt from each Initial Purchaser of payment in full.
Delivery of Securities; Payment of Purchase Price. (a) Subject to satisfaction or waiver of the conditions set forth in Article IV, at the First Closing, the Company issued and delivered to each First Closing Investor purchasing Series A Preferred Shares, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), a stock certificate, duly executed by the Company and registered in the Company’s stock ledger in the name of such First Closing Investor or such First Closing Investor’s nominee, evidencing all of the Series A Preferred Shares purchased by such First Closing Investor at the First Closing. Subject to satisfaction or waiver of the conditions set forth in Article III, as payment in full for the Series A Preferred Shares purchased by a First Closing Investor at the First Closing under this Agreement, and against delivery of the stock certificate therefor as described in this subparagraph (a), such First Closing Investor delivered at the First Closing the amount set opposite such First Closing Investor’s name in the column labeled “Purchase Price for Series A Preferred Shares to be purchased at the First Closing” on Appendix I-A hereto to the account of the Company by wire transfer of immediately payable funds, check or, if specified on Appendix I-A hereto, exchange of outstanding promissory notes issued by the Company (the sum of such amounts being referred to as the “First Purchase Price”).
Delivery of Securities; Payment of Purchase Price. Delivery of the Series C Preferred Stock purchased by the New Purchasers pursuant to this Agreement is being made at a Closing to be held simultaneously upon execution and delivery of this Agreement (the "Closing") at the offices of Xxxxx & Xxxxx, L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by the Company delivering to each New Purchaser, against payment of the purchase price therefor, a stock certificate or certificates representing the number of shares of Series C Preferred Stock purchased by such New Purchaser, as set forth on Schedule A. Each such certificate shall be dated the date hereof and registered in the name of the appropriate New Purchaser. Payment by the New Purchasers hereunder has been made by wire transfer (to the account of the Company previously designated by it in writing) and the Company hereby acknowledges receipt from the New Purchasers of payment in full. Any tax on the issuance of the Series C Preferred Stock (or any portion thereof) has been or will be paid by the Company.
Delivery of Securities; Payment of Purchase Price. The closing of the purchase and sale of the Securities (the "Closing") shall take place immediately subsequent to the Merger following the satisfaction or waiver of each of the conditions set forth in Section 7.1 hereof or such other date as Buyer and the Company agree in writing (the "Closing Date"). Delivery of the Securities purchased by Buyer pursuant to this Agreement will be made at the Closing by the Company delivering to Buyer, against payment of the purchase price therefor, (i) a stock certificate or certificates, dated the Closing Date, free and clear of all Encumbrances (unless created by Buyer or any of its Affiliates), representing the number of Company Series B Preferred Shares purchased by Buyer with each certificate being registered in the name of Buyer and (ii) Warrant Certificates, dated the Closing Date, representing the number of Warrants purchased by Buyer, with each such certificate being registered in the name of the respective Buyer, duly executed and delivered by the Company and Buyer. Payment by Buyer of the agreed purchase price for the Company Series B Preferred Shares and Warrants shall be made by wire transfer (to the account of the Company previously designated by it in writing) and the Company shall acknowledge receipt from Buyer of payment in full.
