Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), shall occur at the offices of Perk▇▇▇ ▇▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 or such other time and date as may be agreed by the parties. (b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue 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 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing the number of Shares set forth in Section 2 against delivery of payment for the Shares by the Purchaser via wire transfer to the account designated in Schedule B. (c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company: (i) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and (ii) the accuracy in all material respects of the representations and warranties made by the Purchaser and the fulfillment in all material respects of those undertakings of the Purchaser to be fulfilled on or before the Closing.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of Perk, counsel to the Company, at 227, West Monroe Street, Chicago, Illinois 60606 at 9:00 a.m. local t▇▇▇ ▇▇ ▇▇▇ ▇, ▇▇▇▇, ▇▇ ▇▇▇e LLP, 1201 ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 or such other time and date as may be agreed by the parties, (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Actabove. The Company will deliver certificates one certificate representing 1,325,967 Shares and one certificate representing 331,492 Shares (the number of Shares set forth in Section 2 "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers. Prior to the account designated in Schedule B.Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(ii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing.;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.
Appears in 1 contract
Sources: Share Purchase Agreement (Westell Technologies Inc)
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), shall occur at the offices of Perk▇▇▇ ▇▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT EST on August 25April __, 2000 or such other time and date as may be agreed by the parties.
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue 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 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing the number of Shares set forth in Section 2 against delivery of payment for the Shares by the Purchaser via wire transfer to the Bank of America account designated in Schedule B.number 1113▇▇▇, ▇▇uting number 1250▇▇▇▇▇.
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(ii) the accuracy in all material respects of the representations and warranties made by the Purchaser and the fulfillment in all material respects of those undertakings of the Purchaser to be fulfilled on or before the Closing.
(d) The Purchaser's obligation to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchaser a certificate executed by the president and chief operating officer or other executive officer of the Company, dated the Closing date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing date; and
(iii) the Company shall have obtained aggregate gross proceeds of at least $11 million from the Offering on the Closing date.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "“Closing"), ”) shall occur at the offices of Perk▇▇▇▇▇▇▇▇ & ▇▇▇e ▇▇▇ LLP, 1201 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, -▇▇unsel ▇▇, as soon as practicable and as agreed to by the parties hereto, on September 27, 2006, or on such later date or at such different location as the parties shall agree in writing, but not prior to the Company, at 5:00 p.m. PDT on August 25, 2000 date that the conditions for Closing set forth below have been satisfied or such other time and date as may be agreed waived by the parties.
appropriate party (b) the “Closing Date”). At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or or, if so indicated on the Stock Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser in writingPurchaser, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of under the Securities Act of 1933, as amended (the "“Securities Act"), ”) provided by Section 4(2) thereof and Rule 506 under the Securities Actthereunder. The Company will deliver name(s) in which the stock certificates representing the number of Shares are to be registered are set forth in Section 2 against delivery of payment for the Shares by the Purchaser via wire transfer to the account designated in Schedule B.
(c) Stock Certificate Questionnaire attached hereto as Appendix I. The Company's ’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:
: (ia) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreementhereunder from the Escrow Agent (as defined herein); and
(iib) the purchase by the Purchasers and the sale by the Company to such Purchasers of Shares for an aggregate purchase price of not less than $8,110,000 on the Closing Date on terms substantially the same as those reflected herein; and (c) the accuracy in all material respects of the representations and warranties made by the Purchaser 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 Purchaser 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, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company and each of its Subsidiaries made herein shall be accurate as of the Closing Date; (b) the fulfillment of those undertakings of the Company and each of its Subsidiaries to be fulfilled prior to Closing; (c) evidence of the completion of the Restructuring, in form and substance satisfactory to the Placement Agent; (d) each of the Company, the Placement Agent and the Escrow Agent (as defined herein) executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit C; (e) the purchase by the Purchasers and the sale by the Company to such Purchasers of Shares for an aggregate purchase price of not less than $8,110,000 as of the Closing Date; (f) the delivery to the Purchaser of 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 in Section 4 hereto are true and correct as of the date of this Agreement and as of the 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 before prior to such Closing Date; (g) the execution and delivery of a lockup agreement in the form attached hereto as Exhibit D by shareholders of the Company reflected on Exhibit D holding at least 89% of all issued and outstanding shares of Common Stock immediately prior to the Closing, which shareholders shall include all directors and executive officers of the Company; and (h) the execution and delivery to the Company of a Confidentiality and Non-Competition Agreement in the form attached as Exhibit E hereto by GordonGraves. Concurrently with the execution and delivery of this Agreement, the Company, ▇▇▇▇▇ Fargo, N.A. (the “Escrow Agent”) and the Placement Agent shall enter into the Escrow Agreement, pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Purchaser (the “Escrow Account”). Not fewer than two business days following the date hereof, (i) the Purchaser will deposit an amount equal to the aggregate purchase price set forth opposite such Purchaser’s name in Section 2 hereto in the Escrow Account and (ii) pursuant to the Escrow Agreement, the Escrow Agent will notify the Company and the Placement Agent in writing as to the deposit in the Escrow Account by the Purchaser funds equal to the proceeds of the sale of Shares to be sold at such Closing to such Purchaser (the “Requisite Funds”). On the Closing Date, provided that the Company previously provides to the Escrow Agent a certificate of the Company’s Chief Executive Officer and Chief Financial Officer that the conditions to closing set forth in the previous paragraph have been satisfied or waived, the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement, shall release the Requisite Funds from the Escrow Account for collection by the Company and the Placement Agent as provided in the Escrow Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Aces Wired Inc)
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of PerkCooley Godward LLP, counsel to the Company, at ▇▇▇▇ ▇▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT 9:00 a.m. local time on August 25April 13, 2000 or such other time and date as may be agreed by the partiesparties (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing the number of Shares set forth in Section 2 (the "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers. Prior to the account designated in Schedule B.Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights);
(ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(iiiii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.
(iv) the Company shall have obtained gross proceeds of at least $15 million from the sale of the Shares at the Closing.
(e) Each Purchaser's obligations under this Agreement 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 under this Agreement.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of Perk▇▇▇ ▇▇▇e LLPthe Company, 1201 ▇▇▇▇at ▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇at 9:00 a.m. local time on December 13, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 2001 or such other time and date as may be agreed by the partiesparties (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates one certificate representing 2,800,000. Shares and one certificate representing 700,000 Shares (the number of Shares set forth in Section 2 "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers. Prior to the account designated in Schedule B.Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights);
(ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(iiiii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.
(iv) the Company shall have obtained gross proceeds of at least $10,850,000 from the sale of the Shares at the Closing.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "“Closing"), ”) shall occur at the offices of PerkB▇▇▇▇▇▇ P▇▇▇▇▇▇ & H▇▇▇▇▇▇▇, counsel to the Company, at 1▇▇▇▇ ▇▇ ▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇at 9:00 a.m. local time on June 10, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 2002 or such other place, time and date as may be agreed by the partiesparties (the “Closing Date”).
(b) At the Closing, the Company shall authorize its transfer agent (the "“Transfer Agent"”) to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "“Securities Act"”), and Rule 506 under the Securities Act. The Company will deliver certificates representing such certificate(s) (the number of Shares set forth in Section 2 “Certificates”) against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers. Prior to the account designated in Schedule B.Purchasers’ delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's ’s obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights);
(ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(iiiii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers’ obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser’s obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects (except to the extent any representation and warranty is already qualified by materiality, in which case it shall be true and correct in all respects) and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date;
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A;
(iv) the Company shall have obtained gross proceeds of at least $8,000,000 from the sale of the Shares at the Closing;
(v) on the Closing Date, the Company will have complied with the requirements of NASDAQ Marketplace Rule 4350(i) to the satisfaction of the State of Wisconsin Investment Board (“SWIB”); and
(vi) on the Closing Date, the Company’s transfer agent will have delivered to SWIB a certificate signed by such transfer agent that the issued and outstanding capital stock of the Company consists of approximately 91,400,000 shares of Common Stock (plus or minus 500,000 shares).
(e) The Company will have the right, for a period of forty-five (45) days from the Closing Date, to issue and sell to one or more Satisfactory Investors, up to the number of Shares not purchased by the Purchasers hereunder. Such issuance shall be effected, if at all, by the execution and delivery of a Second Closing Agreement, the form of which is attached hereto as Exhibit B. Upon the closing of the sale of Shares to such Satisfactory Investors, such Satisfactory Investors shall be deemed “Purchasers” for purposes of this Agreement. As used herein, the term “Satisfactory Investors” means one or more persons identified by SWIB as being acceptable and SWIB has notified the Company in writing of such fact.
Appears in 1 contract
Sources: Share Purchase Agreement (P Com Inc)
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of PerkHolland & ▇▇▇▇ ▇▇▇e LLP, 1201 ▇counsel to the Company, at ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at 9:00 a.m. local time on April 16, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 2001 or such other time and date as may be agreed by the partiesparties (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the Purchaser one or more stock certificates registered in the name of the such 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 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates one certificate representing 80% of the number Shares and another certificate representing 20% of the Shares set forth in Section 2 (the "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchaser. Prior to the account designated in Schedule B.Purchaser's delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchaser (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights);
(ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(iiiii) the accuracy in all material respects of the representations and warranties made by the Purchaser and the fulfillment in all material respects of those undertakings of the Purchaser to be fulfilled before the Closing.
(d) The Purchaser's obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the Certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company required by their respective terms to be completed prior to Closing shall have been fulfilled in all material respects on or before the Closing.;
(ii) the Company shall have delivered to the Purchaser a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchaser a legal opinion in substantially the form attached hereto as Exhibit A.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of Perk▇▇▇ ▇▇▇e Harter, Secrest & Emery LLP, 1201 ▇counsel to the Company, at Rochester, New ▇▇▇▇ ▇▇ ▇:▇▇ ▇.m. ▇▇▇▇▇l time on June 28, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 2001 or such other time and date as may be agreed by the partiesparties (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Within ten (10) business days of Closing, the Company will deliver certificates cause to be delivered to each Purchaser one certificate representing 100% of the number of Shares set forth in Section 2 purchased by that Purchaser (the "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers; subject, however, to the account designated in Schedule B.provision that with respect to Shares purchased by State of Wisconsin Investment Board, the Company will cause to be delivered to that Purchaser one certificate representing 80% of the Shares purchased and a second certificate representing 20% of the Shares purchased. Prior to the Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company from stockholders holding rights to require the Company to register the sale of any securities owned by such holder in the Registration Statement (as defined below) of waivers of such rights (including the waiver of any notice requirements related to such rights);
(ii) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(iiiii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.
(iv) the Company shall have obtained gross proceeds of at least $5,000,000 from the sale of the Shares at the Closing.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), ) shall occur at the offices of Perk▇Wils▇▇ ▇▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇ counsel to the Company, at One ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇er, Suite 3300, San ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 9:00 a.m. local time on February 6, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 2001 or such other time and date as may be agreed by the partiesparties (the "Closing Date").
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue to the each Purchaser one or more stock certificates registered in the name of the such Purchaser, or in such nominee name(s) as designated by the such Purchaser in writing, representing the number of Shares set forth in Section 2 above and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing in such denominations as requested by the number of Shares set forth in Section 2 Purchasers (the "Certificates") against delivery of payment for the Shares by the Purchaser via wire transfer Purchasers. Prior to the account designated in Schedule B.Purchasers' delivery of payment for the Shares, the Company will deliver via facsimile a copy of the Certificates to be delivered upon Closing to the office of the Purchasers (at the fax number indicated on the signature pages attached hereto).
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(ii) the accuracy in all material respects of the representations and warranties made by the Purchaser Purchasers and the fulfillment in all material respects of those undertakings of the Purchaser Purchasers to be fulfilled before the Closing.
(d) The Purchasers' obligations to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by a Purchaser with respect to such Purchaser's obligation:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchasers a certificate executed by the chairman of the board or president and the chief financial or accounting officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Purchasers, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date; and
(iii) the Company shall have delivered to Purchasers a legal opinion in substantially the form attached hereto as Exhibit A.
(iv) the Company shall have obtained gross proceeds of at least $4,000,000.00 from the sale of the Shares at the Closing.
Appears in 1 contract
Delivery of the Shares at the Closing. (a) The completion of the purchase and sale of the Shares (the "Closing"), shall occur at the offices of Perk▇▇▇ ▇▇▇e LLP, 1201 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇unsel to the Company, at 5:00 p.m. PDT on August 25, 2000 or such other time and date as may be agreed by the parties.
(b) At the Closing, the Company shall authorize its transfer agent (the "Transfer Agent") to issue 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 and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 under the Securities Act. The Company will deliver certificates representing the number of Shares set forth in Section 2 against delivery of payment for the Shares by the Purchaser via wire transfer to the account designated in Schedule B.
(c) The Company's obligation to complete the purchase and sale of the Shares shall be subject to the following conditions, any one or more of which may be waived by the Company:
(i) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased under this Agreement; and
(ii) the accuracy in all material respects of the representations and warranties made by the Purchaser and the fulfillment in all material respects of those undertakings of the Purchaser to be fulfilled on or before the Closing.
(d) The Purchaser's obligation to accept delivery of such stock certificates and to pay for the Shares evidenced by the certificates shall be subject to the following conditions, any one or more of which may be waived by the Purchaser:
(i) the representations and warranties made by the Company in this Agreement shall be accurate in all material respects and the undertakings of the Company shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Purchaser a certificate executed by the president and chief operating officer or other executive officer of the Company, dated the Closing date, in form and substance reasonably satisfactory to the Purchaser, to the effect that the representations and warranties of the Company set forth in Section 4 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date, and that the Company has complied with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing date; and
(iii) the Company shall have obtained aggregate gross proceeds of at least $20 million from the Offering on the Closing date.
Appears in 1 contract