Delivery of the Notes at the Closing Sample Clauses

Delivery of the Notes at the Closing. At the Closing, the Company shall deliver to each Purchaser the Note to be purchased by it in the form of a single Note dated the date of the Closing and registered in such Purchaser’s name, against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds to the account or accounts specified in writing by the Company prior to the Closing Date.
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Delivery of the Notes at the Closing. The completion of the purchase and sale of the Notes shall occur at the offices of Morrison & Foerster LLP, 1290 Xxxxxx of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx xxxx xx xxxxxxxxxxx xxx as agreed to by the parties hereto, within three business days following the execution of the Agreements, or on such later date or at such different location as the Company and the Purchaser shall agree in writing, but in any event 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"). The Purchaser shall be notified by facsimile transmission or otherwise of the time of the Closing. The Closing shall take place on the same date as the closing of the financing transaction described at EXHIBIT E hereto (the "Financing Transaction"). At the Closing, the Company shall deliver to the Purchaser one or more note certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the applicable portion of the Notes set forth in Section 2 above and bearing an appropriate legend, as described in Section 5.7 below, referring to the fact that the Notes 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. The name(s) in which the Notes are to be registered are set forth in the Note Questionnaire attached hereto as part of APPENDIX I. The Company's obligation to complete the purchase and sale of the Notes and deliver them 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 for the Notes being purchased hereunder; (b) completion of the purchases and sales under the Agreements with the Other Purchasers; (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if such representations and warranties were made on the Closing Date) and the fulfillment in all material respects of those undertakings of the Purchasers to be fulfilled prior to the Closing and (d) the closing of the Financing Transactions. The Purchaser's obligation to accept delivery of the Notes and to pay for the Notes shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representati...
Sample 1
Delivery of the Notes at the Closing. Subject to the terms and conditions set forth herein and in the Merger Agreement and Articles of Merger, Obligors hereby jointly and severally agree to execute in favor of the Significant Stockholders, and the Significant Stockholders hereby agree to accept from Obligors, $100,000,000 aggregate principal amount of the Notes. The Obligations, including without limitation all principal and accrued but unpaid interest, shall be due and payable in full on the Maturity Date, but shall be subject to prepayment at any time by Parent or the Company without penalty. The "Maturity Date" shall be that date which is the earliest to occur of: (a) the later to occur of the Initial Maturity Date or the latest Extended Maturity Date; or (b) the date on which
Sample 1

Related to Delivery of the Notes at the Closing

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) 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 for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • Deliveries at the Closing At the Closing:

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor 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 a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Actions at the Closing At the Closing:

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

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Closings and Delivery of the Shares and Funds 3.1 The completion of the purchase and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause the Transfer Agent to deliver to the Investor the number of Shares set forth above registered in the name of the Investor or in the name of a nominee designated by the Investor, and the aggregate purchase price for the Shares being purchased by the Investor will be delivered by or on behalf of the Investor to the Company..

  • DATE OF DELIVERY OF PUT NOTICE A Put Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by Investor if such notice is received on or prior to 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day.

  • Delivery of the Shares Delivery of the Firm Shares and the Optional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

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