First Closing Deliverables Sample Clauses

First Closing Deliverables. At the First Closing, the Company shall (i) deliver or cause to be conveyed by the Company’s transfer agent for delivery to the Purchaser one or more stock certificates in respect of the Shares in the name of the Purchaser or a designated Affiliate thereof (including, if the Company has caused such stock certificates to be conveyed by the Company’s transfer agent, evidence reasonably satisfactory to the Purchaser that the Company has provided irrevocable delivery instructions in respect of such stock certificates to the Company’s transfer agent) and (ii) duly executed copies of the Affiliation Agreement, the Registration Rights Agreement, the Increlex License, the Somatuline Autogel License, the Warrant and the First Convertible Note, and the Purchaser shall (i) deliver to the Company (or cause an Affiliate to deliver to the Company) by wire transfer of same day funds in the amount of the Purchase Price and the First Convertible Note Amount and (ii) deliver to the Company (or cause an Affiliate to deliver to the Company to the extent permitted under the Transaction Documents) duly executed copies of the Affiliation Agreement, the Registration Rights Agreement, the Increlex License, the Somatuline Autogel License, the Warrant and the First Convertible Note. It is the current intent of the parties that Suraypharm will be the Purchaser’s designated Affiliate purchasing the Shares.

First Closing Deliverables. (a) At the First Closing, the Company shall: (i) deliver or cause to be delivered to each First Closing Investor a duly executed Note in the principal amount set forth across from such First Closing Investor’s name under the heading “Principal Amount of First Closing Note” on the Schedule of Investors; (ii) deliver or cause to be delivered to each First Closing Investor a duly executed Guaranty Agreement in the form attached hereto as Exhibit B (the “Guaranty Agreement”), executed by each of the Domestic Subsidiaries, if any, of the Company; (iii) deliver or cause to be delivered to each First Closing Investor a duly executed Security Agreement in the form attached hereto as Exhibit C (the “Security Agreement”), executed by the Company and each of the Domestic Subsidiaries, if any, of the Company; (iv) deliver or cause to be delivered to Petrichor a duly executed Board Observer Agreement in the form attached hereto as Exhibit D (the “Board Observer Agreement”), executed by the Company; (v) pay to Petrichor the First Closing Access Fee in accordance with Section 4.9(a); and (vi) promptly upon receipt of the aggregate purchase price for the First Closing Notes set forth in Section 2.2(b)(i) from the First Closing Investors, pay to the holders of the Existing Indebtedness the amounts necessary to repay at least the Minimum Repayment Amount of the Existing Indebtedness owed to such holders by check or wire transfer of immediately available funds to the account or accounts designated by such holders of Existing Indebtedness. (b) At the First Closing, the First Closing Investors (as applicable) shall deliver or cause to be delivered to the Company the following: (i) the aggregate purchase price for the First Closing Notes purchased by such First Closing Investor hereunder, as set forth across from such First Closing Investor’s name under the heading “Aggregate First Closing Purchase Price” on the Schedule of Investors, in U.S. dollars and in immediately available funds, by wire transfer to an account designated in writing to such First Closing Investor by the Company for such purpose; (ii) an executed Board Observer Agreement, executed by the individual designated by Petrichor to serve as a board observer thereunder; and (iii) a duly executed intercreditor or similar agreement in form and substance acceptable to the Investors (the “Intercreditor Agreement”).

First Closing Deliverables. (a) On or prior to the First Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “First Closing Company Deliverables”): (i) this Agreement, the Side Letter and the Clinical Trial Supply Agreement, each duly executed by the Company; (ii) a duly executed electronic copy of the Certificate of Preferred Shares; (iii) a legal opinion of each of: (A) Company Counsel, and (B) Company Cayman Counsel, each dated as of the First Closing Date, executed by such counsel and addressed to the Purchaser, in forms reasonably acceptable to the Purchaser; (iv) duly executed Irrevocable Share Registrar Instructions acknowledged in writing by the Share Registrar instructing the Share Registrar to reserve such number of Ordinary Shares as is sufficient for the Purchaser to convert in full all First Closing Shares; (v) a certificate of the Director of the Company (the “First Closing Director’s Certificate”), dated as of the First Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents, the Certificate of Preferred Shares and the issuance of the First Closing Shares and underlying Conversion Shares, (b) certifying the current versions of the MA&A, and the Certificate of Preferred Shares and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (vi) the compliance certificate referred to in Section 5.1(h); (vii) satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization or incorporation; (viii) a copy of the certificate of incorporation of the Company as in effect on the First Closing Date; (ix) a copy of the register of members of the Company updated to show the Purchaser (or the name set forth on the Certificate of Preferred Shares Questionnaire) as the legal owner of the First Closing Shares; and (x) wire instructions for delivery of the First Closing Subscription Amount, certified by an officer or a director of the Company. (b) On or prior to the First Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “First Closing Purchaser Deliverables”): (i) this Agreement, duly executed by the Purchaser; (ii) the First ...

First Closing Deliverables. The Owner shall have received (or waived receipt of) those deliverables described in Section 2.05(b).

First Closing Deliverables. The Company shall have delivered to the Initial Investors the following: (i) a certificate executed by the President or Chief Executive Officer of the Company, on behalf of the Company, in form and substance reasonably acceptable to the Initial Investors, dated as of the First Closing Date, certifying the satisfaction of the conditions to closing set forth in Section 5.1(a) and (b); (ii) a certificate of the Secretary of State of the State of Delaware dated as of a date within twelve (12) calendar days of the First Closing Date, indicating that the Company is in good standing; (iii) a certificate of the Company executed by the Company’s Secretary, in form and substance reasonably acceptable to the Initial Investors, dated as of the First Closing Date, attaching and certifying to the truth and correctness of (i) the Restated Certificate, (ii) the Bylaws and (iii) the Board and stockholder resolutions adopted in connection with and approving the transactions contemplated by this Agreement; and (iv) an opinion from ▇▇▇▇▇▇▇ Procter LLP, counsel to the Company, dated as of the First Closing Date, in substantially the form attached hereto as Exhibit E.

First Closing Deliverables. The Purchaser must have delivered to the Company at the First Closing the following: (i) an amount equal to the First Purchase Price, by wire transfer of immediately available funds to an account specified by the Company; (ii) a certificate executed by an officer of the Purchaser and the Manager on behalf of the Purchaser or the Manager, as applicable, certifying that the conditions specified in Sections 6.1(a) and 6.1(b) have been satisfied; (iii) fully executed copies of the Purchaser Organizational Documents; and (iv) the Exemption Agreement, duly executed by the Purchaser.

First Closing Deliverables. The Company shall have delivered to the Purchaser at the First Closing the following: (i) a certificate executed by an officer of the Company on behalf of the Company certifying that the conditions specified in Sections 5.1(a) and 5.1(b) have been satisfied; (ii) the Articles Supplementary in the form attached hereto as Exhibit A, duly executed by the Company, and filed with the SDAT; (iii) a certificate registered in the name of the Purchaser representing the number of Series A Preferred Shares to be purchased by the Purchaser on the First Closing Date substantially in the form attached hereto as Exhibit D (the “Series A Stock Certificate”), duly executed by the Company; and (iv) the Exemption Agreement, duly executed by the Company.

First Closing Deliverables. At the First Closing the parties shall make the following deliveries: (i) The Company shall deliver to the Investor (A) the number of the Common Shares to be purchased pursuant to Section 1.1(a), registered in the name of the Investor as evidenced by one or more certificates dated the First Closing Date and bearing the appropriate legends as herein provided for and (B) the Investor Warrant, registered in the name of the Investor; (ii) The Company shall have delivered to the Investor such other documents relating to the purchase and sale of the Common Shares and the Investor Warrant contemplated by this Agreement as the Investor shall have reasonably requested; (iii) The Investor shall deliver to the Company concurrently with the First Closing: (A) the TARP Preferred Stock, the TARP Warrant and evidence satisfactory to the Company of the assignment of the Investor’s right to receive accrued but unpaid dividends on the TARP Preferred Stock, which shall represent $6,000,000 of the First Purchase Price; and (B) by wire transfer of immediately available funds, the balance of the First Purchase Price, which shall represent $40,275,787 of the First Purchase Price, to an account designated by the Company (the “Company Account”) in accordance with payment instructions provided to the Investor by the Company at least one (1) Business Day prior to the First Closing Date; and (iv) The Company shall contribute an amount not less than $39,275,787 (or such lesser amount agreed to in writing by the Investor and the Bank) to the Bank by wire transfer of funds available upon receipt of the First Purchase Price.

First Closing Deliverables. Upon the First Closing, ▇▇▇▇▇ ▇▇▇▇▇ shall deliver or procure to be fulfilled or delivered to XFM the following: (a) in respect of CY Advertising and CY Network: (i) XFM CYN Agreement duly executed by CY Advertising and CY Network; and (ii) evidence satisfactory to XFM that all rights, interests, titles and benefits under the XFM CYN Agreement have been validly granted to XFM or XFM Nominee (as directed by XFM) which grant has been consented to by CY Advertising and CY Network and any other parties as may be necessary; (b) in respect of Tongji, BCGC and HCGC: (i) XFM Tongji Agreement duly executed by Tongji; (ii) evidence satisfactory to XFM that all rights, interests, titles and benefits under the XFM Tongji Agreement have been validly granted to XFM or XFM Nominee (as directed by XFM) which grant has been consented to by Tongji and any other parties as may be necessary; (c) in respect of Tianren: (i) XFM Tianren Agreement duly executed by Tianren; (ii) evidence satisfactory to XFM that and all rights, interests, titles and benefits under the XFM Tianren Agreement have been validly granted to XFM or XFM Nominee (as directed by XFM) which grant has been consented to by Tianren and any other parties as may be necessary; (d) in respect of Hezhong: (i) XFM Hezhong Agreement duly executed by Hezhong; (ii) evidence satisfactory to XFM that all rights, interests, titles and benefits under the XFM Hezhong Agreement have been validly granted to XFM or XFM Nominee (as directed by XFM) which grant has been consented to by Hezhong and any other parties as may be necessary;