Delivery of the Securities at the Closing Sample Clauses

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by the Purchaser (the “Closing”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreement, or on such later date or at such different location as the parties shall 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 (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Warrants referenced in Section 1, each bearing an appropriate legend referring to the fact that such Securities 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 name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. At the Closing, (a) the Purchaser shall deliver to the Company same-day funds in the full amount of the aggregate purchase price for the Securities being purchased by the Purchaser hereunder, and (b) the Company shall also deliver to the Purchaser (i) a legal opinion in a form reasonably satisfactory to counsel to the Purchaser and (ii) a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date.
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Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities (the "CLOSING") shall occur simultaneously with the execution hereof (the "CLOSING DATE"). At the Closing, the Company will issue, or cause to be issued, to each Purchaser one or more certificates representing shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing. The name(s) in which the certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as APPENDIX I.
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Delivery of the Securities at the Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 8 and 9 below, the closing of the purchase and sale of the Securities (the “Closing”) shall occur on June 29, 2011 (the “Closing Date”) at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or such other location on which the Company, the Purchasers and SunTrust Xxxxxxxx Xxxxxxxx, Inc. and Xxxx Securities Corp. (collectively, the “Placement Agents”) mutually agree.
Sample 1
Delivery of the Securities at the Closing. At the Closing, the Company will issue to each Investor the Securities registered in the name of such Investor, or in such nominee name(s) as designated by such Investor in writing, representing the Securities being purchased by such Investor. The name(s) in which the Securities are to be registered are set forth in the Investor Questionnaire delivered with this Agreement. The Company's obligation to complete the purchase and sale of the Securities being purchased hereunder and deliver such Securities to the Investors 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 Securities being purchased at the Closing; (b) delivery by or on behalf of each Investor of an executed signature page (signed by or on behalf of such Investor) to a Subordination Agreement in form satisfactory to the Company's senior lender or lenders (the "Senior Lender"), any other holder of Senior Obligations (as defined in the form of Note) on or prior to the Closing Date and the Company, providing for the joinder by such investor as a party thereto; (c) if required, receipt by the Company of a consent from the Senior Lender to the transactions contemplated hereby, such consent to be in form and substance satisfactory to the Company; and (d) the accuracy in all material respects of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to or at the Closing. The obligation of the Investors to accept delivery of and pay for such Securities at the Closing shall be subject to (a) the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing and (b) the conversion of at least 80% of the outstanding shares of Series A Convertible Preferred Stock of the Company into shares of Common Stock.
Sample 1
Delivery of the Securities at the Closing. At the Closing, the Company will issue to each Investor a Note and a Warrant, each registered in the name of such Investor, or in such nominee name(s) as designated by such Investor in writing, representing the Securities being purchased by such Investor. The name(s) in which the Securities are to be registered are set forth in the Securities Questionnaire attached hereto as APPENDIX I. The Company's obligation to complete the purchase and sale of the Securities being purchased hereunder and deliver such Securities to the Investors 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 Securities being purchased at the Closing; and (b) the accuracy in all material respects of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to or at the Closing. The obligation of the Investors to accept delivery of and pay for such Securities at the Closing shall be subject to the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing.
Sample 1
Delivery of the Securities at the Closing. (a) The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the New York, New York offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (or at such different location as the parties shall agree upon in writing) on May 26, 2006 (the “Closing Date”); provided, however, that the Issuer and the Parent shall have the right to extend the Closing Date upon written notice to the Purchasers given prior to 5:00 p.m., New York time, on the scheduled Closing Date stating (x) that one or more of the conditions to the Issuer’s and the Parent’s obligations to consummate the purchase and sale of the Securities set forth in Section 3(e) have not been satisfied, or that the conditions to the Purchaser’s obligation to consummate the purchase and sale of the Securities set forth in Section 3(f) cannot or will not be satisfied by the originally scheduled Closing Date; and (y) the Closing Date as so extended; provided further, however, that the Closing Date as so extended by the Issuer and the Parent shall not be later than June 9, 2006. As used herein, “Business Day” means any day other than a Saturday, a Sunday or a day on which the American Stock Exchange is closed or on which banks in the City of New York, New York are required or authorized by law to be closed.
Sample 1
Delivery of the Securities at the Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 8 and 9 below, the closing of the purchase and sale of the Securities (the “Closing”) shall occur on April 6, 2018 (the “Closing Date”) at the offices of the Company, 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, or such other location on which the Company and the Purchaser mutually agree.
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Delivery of the Securities at the Closing 
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Related to Delivery of the Securities 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.

  • Delivery of the Securities The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. 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 Initial Purchasers.

  • 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 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.

  • Purchase Sale and Delivery of the Securities The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

  • Deliveries at the Closing At the Closing:

  • 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:

  • Actions at the Closing At the Closing:

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • 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..

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