Delivery of the Senior Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters through the facilities of the Depositary certificates for the Senior Notes 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 Senior Notes shall be definitive global certificates in book entry form for clearance through the Depositary. 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.
Delivery of the Senior Notes. At the Closing:
(a) the Company shall deliver to the Purchasers executed Senior Notes in the amounts determined for each Purchaser pursuant to this Article 1;
(b) the Company shall deliver to the Purchasers (i) a payoff letter evidencing the amounts owed pursuant to the Avenue Debt (as defined below), (ii) a certificate from the Secretary of the Company certifying the Company’s charter, bylaws, and duly adopted resolutions of the board of directors of the Company (the “Board”) authorizing this Agreement and the issuance of the Senior Notes, (iii) a duly executed Intellectual Property Security Agreement in form and substance reasonably acceptable to the Company and the Purchasers, (iv) a UCC-1 Financing Statement in form reasonably acceptable to Purchasers; and
(c) each Purchaser shall deliver to the Company the Principal Amount of each Senior Note purchased by such Purchaser at the Closing by wire transfer of immediately available funds to an account designated by the Company.
