First Closing Deliveries. (a) At the First Closing, the Borrower shall deliver or cause to be delivered to each Lender the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES"): (i) a Note, in the aggregate principal amount of the First Closing Purchase Price indicated opposite such Lender's name on Schedule A registered in the name of such Lender; (ii) a Warrant, duly executed by the Borrower and registered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares"; (iii) the Registration Rights Agreement, duly executed by the Borrower; (iv) a letter agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT"); (v) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon; (vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender; (vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied; and (viii) any other document reasonably requested by the Administrative Agent or such Lender. (b) At the First Closing, each Lender shall deliver or cause to be delivered to the Borrower the following: (i) the First Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purpose; and (ii) the Registration Rights Agreement, duly executed by such Lender.
Appears in 1 contract
First Closing Deliveries. (ai) At the First Closing, the Borrower Xxxxxx shall deliver or cause to be delivered (and, as applicable, cause Made to each Lender deliver) to Buyer and Parent the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES")::
(iA) a Notecertificate, in the aggregate principal amount of dated the First Closing Purchase Price indicated opposite Date, in form and substance reasonably satisfactory to Buyer, signed by the secretary of Made, attaching thereto copies of the following documents and certifying, as applicable, that (x) such Lender's name copies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the amendment, modification, or rescinding of such documents has not been authorized):
i. Made’s Organizational Documents;
ii. the requisite written consent, or minutes of the meeting, of Made’s managing member or other governing body authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on Schedule A registered behalf of Made; and
iii. the requisite written consent, or minutes of the meeting, of Made’s required equityholders (1) authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Made and (2) declaring the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Made to be advisable and in the name best interest of such LenderMade and the Made’s equityholders;
(iiB) a Warrantcertificate of good standing of Made, issued as of a date that is no more than five (5) Business Days before the First Closing Date from the Secretary of State of Massachusetts;
(C) a certificate executed by an officer of Made, dated the First Closing Date, stating that the preconditions specified in Section 8.2, as they relate to Made, have been satisfied;
(D) a certificate executed by Xxxxxx, dated the First Closing Date, stating that the preconditions specified in Section 8.2, as they relate to Xxxxxx, have been satisfied;
(E) an assignment of the Made First Closing Membership Interests, duly executed by the Borrower and registered Xxxxxx, in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares"form attached hereto as Exhibit E;
(iiiF) the Made Pledge Agreement, duly executed by Xxxxxx, in the form attached hereto as Exhibit G;
(G) the Registration Rights Agreement, duly executed by the BorrowerXxxxxx;
(ivH) a letter agreementan Employment Agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT")Xxxxxx;
(vI) evidence of proper applications made tothe NewCo Limited Liability Company Agreement, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereonduly executed by Xxxxxx;
(viJ) the legal opinion Books and Records of Borrower Counsel, in agreed form, addressed Made; it being understood that Xxxxxx shall be entitled to the Administrative Agent retain one copy of such Books and such LenderRecords;
(viiK) an officer's a certificate reasonably satisfactory meeting the requirements of Treasury Regulations Section 1.1445-2(b)(2), certifying that Xxxxxx is not a foreign Person within the meaning of Sections 1445 and 897 of the Code (each such certificate, a “FIRPTA Certificate”), provided, however, that, notwithstanding anything to the Lenders contrary in this Agreement, if the Buyer does not obtain a FIRPTA Certificate from an officer Xxxxxx, the Buyer shall be entitled to proceed with the First Closing and withhold from the portion of the Borrower First Closing Purchase Price otherwise payable to Xxxxxx that each has not delivered a FIRPTA Certificate the appropriate amounts required to be withheld pursuant to Section 1445 of the conditions set forth in Section 6.1 hereof has been satisfiedCode; and
(viiiL) any such other document certificates, documents and/or instruments as Buyer may reasonably requested request to carry out the transactions contemplated by the Administrative Agent or such LenderFirst Closing.
(bii) At the First Closing, each Lender Xx Xxxxx shall deliver or cause to be delivered (and, as applicable, cause EZ to the Borrower deliver) to Buyer and Parent the following:
(iA) a certificate, dated the First Closing Purchase PriceDate, in United States dollars form and in immediately available fundssubstance reasonably satisfactory to Buyer, by wire transfer to an account designated in writing signed by the Borrower for secretary of EZ, attaching thereto copies of the following documents and certifying, as applicable, that (x) such purposecopies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the amendment, modification, or rescinding of such documents has not been authorized):
i. EZ’s Organizational Documents;
ii. the requisite written consent, or minutes of the meeting, of EZ’s managing member or other governing body authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of EZ; and
iii. the requisite written consent, or minutes of the meeting, of EZ’s required equityholders (ii1) authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of EZ and (2) declaring the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of EZ to be advisable and in the best interest of EZ and the EZ’s equityholders;
(B) a certificate of good standing of EZ, issued as of a date that is no more than five (5) Business Days before the First Closing Date from the Secretary of State of New York;
(C) a certificate executed by an officer of EZ, dated the First Closing Date, stating that the preconditions specified in Section 8.2, as they relate to EZ, have been satisfied;
(D) a certificate executed by Xx Xxxxx, dated the First Closing Date, stating that the preconditions specified in Section 8.2, as they relate to Xx Xxxxx, have been satisfied;
(E) an assignment of the EZ First Closing Membership Interests, duly executed by Xx Xxxxx, in the form attached hereto as Exhibit E;
(F) the EZ Pledge Agreement, duly executed by Xx Xxxxx, in the form attached hereto as Exhibit G;
(G) the Registration Rights Agreement, duly executed by Xx Xxxxx;
(H) an Employment Agreement, duly executed by Xx Xxxxx;
(I) the NewCo Limited Liability Company Agreement, duly executed by Xx Xxxxx;
(J) the Books and Records of EZ; it being understood that Xx Xxxxx shall be entitled to retain one copy of such LenderBooks and Records;
(K) a FIRPTA Certificate, provided, however, that, notwithstanding anything to the contrary in this Agreement, if the Buyer does not obtain a FIRPTA Certificate from Xx Xxxxx, the Buyer shall be entitled to proceed with the First Closing and withhold from the portion of the First Closing Purchase Price otherwise payable to Xx Xxxxx that has not delivered a FIRPTA Certificate the appropriate amounts required to be withheld pursuant to Section 1445 of the Code; and
(L) such other certificates, documents and/or instruments as Buyer may reasonably request to carry out the transactions contemplated by the First Closing.
(iii) At the First Closing, Buyer and/or Parent will deliver or cause to be delivered to each of the Sellers the following:
(A) a certificate, dated the First Closing Date, in form and substance reasonably satisfactory to the Sellers, signed on behalf of the Buyer and Parent by the secretary of the Buyer and Parent, respectively, attaching thereto copies of the following documents and certifying, as applicable, that (x) such copies are complete and correct copies of such documents, (y) such documents are in full force and effect, and (z) such documents have not been amended, modified, or rescinded (and that the amendment, modification, or rescinding of such documents has not been authorized):
i. each of Buyer’s and Parent’s Organizational Documents;
ii. the requisite written consent, or minutes of the meeting, of Buyer’s Board authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Buyer; and
iii. the requisite written consent, or minutes of the meeting, of Parent’s Board authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of Parent;
(B) a certificate of good standing of each of Buyer and Parent, issued as of a date that is no more than five (5) Business Days before the First Closing Date from the Secretary of State of Delaware;
(C) a certificate executed by an officer of each of Buyer and Parent, dated the First Closing Date, stating that the preconditions specified in Section 8.3, as they relate to Buyer and Parent, have been satisfied;
(D) the First Closing Cash Payment;
(E) the First Closing Stock Consideration;
(F) the Made Promissory Note;
(G) the EZ Promissory Note;
(H) the Registration Rights Agreement, duly executed by Parent;
(I) the NewCo Limited Liability Company Agreement, duly executed by Buyer;
(J) the Employment Agreements, duly executed by NewCo; and
(K) such other certificates, documents and/or instruments as Sellers or the Companies may reasonably requests to carry out the transactions contemplated by the First Closing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SFX Entertainment, INC)
First Closing Deliveries. (a) At the First Closing, the Borrower shall deliver or cause to be delivered to each Lender the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES"):
(i) a Note, in the aggregate principal amount of the First Closing Purchase Price indicated opposite such Lender's name on Schedule A registered in the name of such Lender;
(ii) a Warrant, duly executed by the Borrower and registered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares";
(iii) the Registration Rights Agreement, duly executed by the Borrower;
(iv) a letter agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT");
(v) evidence of proper applications made to, and approvals received from, each Trading Market with respect Subject to the trading of Underlying Securities thereon;
(vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender;
(vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each satisfaction or waiver of the conditions set forth in Section 6.1 hereof has been satisfied; and
(viii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At 3.01(a), at the First Closing, each Lender Seller shall deliver to Purchaser possession of all of the First Closing Assets, Purchaser shall assume the Assumed First Closing Liabilities, and Seller shall deliver (or cause to be delivered delivered) to the Borrower Purchaser originals, or copies if specified, of the following:
(i) the First Closing Purchase Priceevidence, in United States dollars form and substance approved in immediately available fundsadvance by Purchaser:
(A) of the termination of the Securitization Transactions and the Securitization Documents; and
(B) that, after giving effect to such termination of the Securitization Transactions and the Securitization Documents:
(I) all of the Securitized Leases, Securitized CSCs and other property and assets subject to the Securitization Transactions (collectively, the “Securitized Assets”) have been absolutely reassigned or otherwise conveyed to Seller or the concurrent leases entered into under the Securitization Documents in respect of the Securitized Leases have been terminated and that Seller has title thereto free and clear of all Encumbrances, other than Permitted Encumbrances;
(II) effective as of the time of such termination, there will be a discharge or other binding release of all Encumbrances registered against Seller or otherwise attaching to the Securitized Assets or Financed Property in connection with or pursuant to the Securitization Transactions, including the release of all Encumbrances in the Securitized Assets in favour of any indenture trustee, note trustee or other secured creditor of any assignor of Securitized Assets under clause (I) above (each such discharge or release to be addressed to and capable of being relied upon by wire transfer to an account designated Purchaser and its assignees, and otherwise in writing form and substance approved in advance by Purchaser, acting reasonably) or such other documentation as the Borrower for such purposeparties may agree; and
(III) there will be perfection of the reassignments and conveyances contemplated in clause (I) above under applicable personal property security legislation; and
(ii) an acknowledgement, in form and substance reasonably satisfactory to Purchaser, addressed to Purchaser and Seller and executed by each of the Registration Rights Agreementapplicable trusts confirming the termination of each Securitization Transaction and each Securitization Document to which, in each case, they were a party and confirming in each case that they have no interest in the related Securitized Assets, or such other documentation as the parties may agree.
(iii) a counterpart of the First Closing Related Agreements and counterparts of all agreements, documents and instruments required to be delivered by Seller pursuant to the First Closing Related Agreements, duly executed by Seller;
(iv) copies of each notice, consent, waiver, authorization and approval required in connection with the assignment or transfer of the Premier Insurance Program and the Corporate Insurance Policies (including, in the case of the Corporate Insurance Policies, all requisite documentation to add Purchaser as a loss payee thereunder), each in form and substance reasonably satisfactory to Purchaser;
(v) clearance certificates issued under section 6 of the Retail Sales Tax Act (Ontario), section 99 of the British Columbia Social Service Tax Act, section 45 of the Tax Administration and Miscellaneous Taxes Act (Manitoba), section 51 of the Revenue and Financial Services Act (Saskatchewan) and section 56 of the Revenue Tax Act, 1988 (PEI), covering the period up to the First Closing Date; provided, however, that in the event that any such Lendercertificate is not received by Seller prior to the First Closing despite Seller’s Best Efforts, then Seller shall deliver such certificate to Purchaser promptly upon receipt;
(vi) a Certificate of Good Standing of Xxxxx Canada issued by the British Columbia Registrar of Companies and a Certificate of Status of Onset issued by the Alberta Registrar of Corporations, in each case dated within three (3) Business Days prior to the First Closing Date;
(vii) copies of all the resolutions adopted by the each of the boards of directors and shareholder of each of Xxxxx Canada and Onset and the board of directors of Parent authorizing and approving the execution and delivery of this Agreement and the transactions contemplated hereby, certified to be true, complete, correct and in full force and effect by the Secretary or other officer thereof;
(viii) true and complete copies of the certified articles of incorporation of each of Xxxxx Canada, Onset and Parent, including all amendments thereto, and a copy of the bylaws of each of them, including all amendments thereto, in each case, certified to be true, complete and correct and in full force and effect by the Secretary or other officer thereof;
(ix) a certificate, dated the First Closing Date, duly executed by an officer of Seller and Parent pursuant to Sections 3.02(a)(ii) and 3.02(a)(iii) of this Agreement;
(x) a favourable opinion of Xxxxx LLP, as counsel to Seller, reasonably acceptable to Purchaser as to (i) Seller’s existence and corporate capacity, (ii) that each of this Agreement and the First Closing Related Agreements to which it is a party have been duly authorized, executed and delivered by Seller and, subject only to customary assumptions, limitations, exceptions and qualifications, constitutes under the laws of the Province of Ontario a valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms, and (iii) that all necessary consents, waivers, authorizations and approvals of, and all registrations, declarations and filings with, any Governmental Entity having jurisdiction over Seller which are required under the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable in those Provinces for the execution and delivery by Seller of this Agreement and each of the First Closing Related Agreements to which it is a party and the performance by Seller of its obligations hereunder and thereunder have been obtained;
(xi) a favourable opinion of Blake, Xxxxxxx & Xxxxxxx LLP, as counsel to Seller, addressing customary matters for a transaction of similar nature to the termination of the Securitization Transactions and the Securitization Documents, including that all necessary security registrations have been made;
(xii) a favourable opinion of Ice Xxxxxx LLP, as counsel to Parent, reasonably acceptable to Purchaser, subject to customary assumptions, qualifications, limitations and exceptions in transactions of a similar size and nature in the United States, as to (i) due organization and valid existence of Parent; (ii) Parent’s requisite power and authority, (iii) due authorization, execution and delivery of this Agreement and the First Closing Related Agreements to which Parent is a party, and (iv) that no consents, approvals or authorizations of, and no registrations or filings with, any governmental authority or regulatory body of the State of Indiana for the execution and delivery by Parent of this Agreement and the First Closing Related Agreements to which it is a party and the performance by Parent of its financial obligations hereunder and thereunder except any approvals and actions that have already been obtained or taken;
(xiii) evidence of the release of all Encumbrances on the First Closing Assets, other than Permitted Encumbrances, each in form and substance reasonably satisfactory to Purchaser;
(xiv) subject to the last sentence of Section 13.04 hereof, all such other documents and instruments as Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement or any of the First Closing Related Agreements;
(xv) the list of Employees referred to in Section 11.03(f);
(xvi) the Closing Tape;
(xvii) the Preliminary Allocation pursuant to Section 1.07; and
(xviii) a funding memorandum, duly executed by Seller.
Appears in 1 contract
First Closing Deliveries. (a) At the First Closing, the Borrower Company shall deliver or cause to be delivered to each Lender Purchaser the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES")::
(i) a Notean original Debenture, in duly executed by the aggregate principal amount of the First Closing Purchase Price indicated opposite such Lender's name on Schedule A Company, registered in the name of such LenderPurchaser, in the principal amount indicated below such Purchaser's name on the signature page of this Agreement under the heading "First Closing Debenture Principal Amount";
(ii) a an original Series D-1 Warrant, duly executed by the Borrower and Company, registered in the name of such LenderPurchaser, pursuant to which such Lender Purchaser shall have the right to acquire the such number of shares of Common Stock Underlying Shares indicated opposite below such LenderPurchaser's name on Schedule A the signature page of this Agreement under the heading "First Closing - Warrant Shares";
(iii) an original Series D-2 Warrant, duly executed by the Registration Rights Company, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Underlying Shares indicated below such Purchaser's name on the signature page of this Agreement under the heading "Second Closing Warrant Shares", which warrants shall expire if the Second Closing has not occurred by September 30, 2007 unless the Second Closing has not occurred by such date due to (w) breach by the Company of any material term of any Transaction Document, which breach continues uncured until the earlier to occur of (A) 10 days after the date the Company becomes or should have become aware of such breach or (B) 6 days after the date on which notice of such breach is first given to the Company by a Purchaser, (x) the failure of the Company to obtain Company Shareholder Approval by August 31, 2007, (y) an Event of Default under the Debentures which is not cured by September 30, 2007 (it being understood that the Company may cure such Event of Default for purposes of this subsection (y) even if there is no cure period under the Debentures) or (z) a Bankruptcy Event;
(iv) the legal opinion of Company Counsel, dated as of the First Closing Date, in the form of Exhibit G hereto, executed by such counsel and delivered and addressed to the Purchasers;
(v) the Transfer Agent Instructions duly executed by the Company and acknowledged by the Company's transfer agent;
(vi) an Escrow Agreement, duly executed by the Borrower;
Company, in the form of Exhibit H hereto (iv) a letter agreementthe "Escrow Agreement"), duly executed by and among Signature Bank, in its capacity as escrow agent thereunder (the "Escrow Agent"), the Company, and Xxxxxx Xxxxx XxxxSecurities, Chief Executive Officer Inc. pursuant to which the Purchasers shall deposit the aggregate purchase price for the Debentures and the Warrants to be purchased at the First Closing with the Escrow Agent to be applied to the transactions contemplated hereunder in accordance with the terms of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT");
(v) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon;
(vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such LenderEscrow Agreement;
(vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth Security Documents duly executed by the Company or its Subsidiaries, as applicable, in Section 6.1 hereof has been satisfied; andfavor of the Purchaser;
(viii) proper financing statements in form appropriate for filing under the Uniform Commercial Code or similar legislation of all jurisdictions that the Purchasers may reasonably deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement, covering the collateral described in the Security Agreement, and any other document reasonably requested by the Administrative Agent Purchasers or Purchaser Counsel;
(ix) a voting agreement, executed and delivered by the Company and the Company's officers, directors and certain of its major shareholders, in the form of Exhibit I hereto;
(x) an original Series E-1 Warrant, duly executed by the Company, registered in the name of such LenderPurchaser; and
(xi) any other document or certificate set forth in Section 5.1 below.
(b) At or prior to the First Closing, each Lender Purchaser shall deliver or cause to be delivered to the Borrower Escrow Agent the following:
(i) the purchase price indicated below such Purchaser's name on the signature page of this Agreement under the heading "First Closing Purchase Price", in United States dollars and in immediately available funds, by wire transfer to an account designated in writing Exhibit J attached hereto. All payments for the Debentures and Warrant made by each Purchaser as contemplated by this Section 2.2(b)(i) will be held by the Borrower Escrow Agent for such purposeeach Purchaser's benefit in a non-interest bearing account. Any payment will be returned promptly, without interest or deduction, if the transactions contemplated by this Agreement are not consummated as set forth in the Escrow Agreement; and
(ii) the Registration Rights Agreement, Security Documents duly executed by such Lendereach Purchaser, to the extent applicable.
(c) At the First Closing, the Escrow Agent shall, in accordance with the Escrow Agreement, deliver to the Company in United States dollars and in immediately available funds by wire transfer to the Company's account the amounts set forth in the Escrow Agreement.
(d) The First Closing shall occur as soon as the Purchasers are reasonably satisfied that the closing conditions identified in Section 5.1 are satisfied and the Company is reasonably satisfied that the closing conditions identified in Section 5.2 are satisfied.
Appears in 1 contract
Samples: Securities Purchase Agreement (Carrington Laboratories Inc /Tx/)
First Closing Deliveries. (a) At the First Closing, the Borrower Company shall deliver or cause to be delivered to each Lender Purchaser the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES")::
(i) a Note, in the aggregate principal amount one or more stock certificates evidencing that number of the First Closing Purchase Price Initial Shares indicated opposite such Lender's name on Schedule A under the heading "Initial Shares", registered in the name of such LenderPurchaser;
(ii) a WarrantWarrant in the form of Exhibit C-1, duly executed by the Borrower and registered in the name of such LenderPurchaser, pursuant to which such Lender Purchaser shall have the right to acquire the that number of shares of Common Stock indicated as set forth in Section 2.8(a) below;
(iii) evidence that the Initial Series B Certificate of Designations has been filed and become effective on or prior to the Closing Date of the First Closing with the Secretary of State of the State of Delaware, in form and substance mutually agreed to by the parties;
(iv) the legal opinion of Company Counsel, in the form of Exhibit D, executed by such counsel and delivered to the Purchasers;
(v) the Registration Rights Agreement duly executed by the Company; and
(vi) any other documents reasonably requested by the Purchasers or Purchaser Counsel in connection with the First Closing.
(b) At the First Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) the purchase price set forth opposite such LenderPurchaser's name on Schedule A under the heading "First Closing - Warrant Shares";
(iii) the Registration Rights Agreement, duly executed by the Borrower;
(iv) a letter agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT");
(v) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon;
(vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender;
(vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied; and
(viii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the First Closing, each Lender shall deliver or cause to be delivered to the Borrower the following:
(i) the First Closing Purchase Price", in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower Company for such purpose; and
(ii) the Registration Rights Agreement, Agreement duly executed by such LenderPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aspen Technology Inc /De/)
First Closing Deliveries. (a) At the First Closing, the Borrower Company shall deliver or cause to be delivered to each Lender Purchaser the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES")::
(i) a Note, in the aggregate principal amount one or more stock certificates evidencing that number of the First Closing Purchase Price Initial Shares indicated opposite such Lender's name on Schedule A hereto under the heading "Initial Shares", registered in the name of such LenderPurchaser;
(ii) a WarrantWarrant in the form of Exhibit C-1, duly executed by the Borrower and registered in the name of such LenderPurchaser, pursuant to which such Lender Purchaser shall have the right to acquire the that number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares"as set forth in Section 2.6(a) below;
(iii) evidence that the Registration Rights AgreementCertificate of Designations has been filed and become effective on or prior to the Closing Date of the First Closing with the Secretary of State of Delaware, duly executed in form and substance mutually agreed to by the Borrowerparties;
(iv) a letter agreementthe legal opinion of Company Counsel, duly in the form of Exhibit D, executed by Xxxxx Xxxx, Chief Executive Officer of such counsel and delivered to the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT")Purchasers;
(v) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon;Registration Rights Agreement duly executed by the Company; and
(vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender;
(vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied; and
(viii) any other document documents reasonably requested by the Administrative Agent Purchasers or such LenderPurchaser Counsel in connection with the First Closing.
(b) At the First Closing, each Lender Purchaser shall deliver or cause to be delivered to the Borrower Company the following:
(i) the purchase price set forth opposite such Purchaser's name on Schedule A hereto under the heading "First Closing Purchase Price", in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower Company for such purpose; and
(ii) the Registration Rights Agreement, Agreement duly executed by such LenderPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aspen Technology Inc /De/)
First Closing Deliveries. (a) At the First Closing, the Borrower parties hereto shall take the following actions:
(a) Seller shall deliver to Buyer or an Affiliate of Buyer, as applicable:
(i) a receipt evidencing receipt by Seller of payment and delivery by Buyer of (A) the Cash Consideration, (B) the Note, (C) the Buyer Preferred Shares and (D) the Warrant;
(ii) certificates representing the FLAC Shares, the FLIC Shares and the Company Shares, duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer and accompanied by all requisite stock transfer tax stamps;
(iii) the Seller Guaranty;
(iv) an affidavit stating that neither Seller, the Company nor any Company Subsidiary is a foreign person within the meaning of Section 1445 of the Code;
(v) each of the Stockholders' and Warrant Holder's Agreement, the Transition Services Agreements, the TCP Agreement, the Stock Pledge Agreement and each other Transaction Document to which Seller or one or more of its Affiliates is a party;
(vi) in the event that the FFSB Shares are not transferred to Buyer at the First Closing, the Escrow Agreement and the FFSB Agreement, each duly authorized and executed by Seller; and
(vii) an officer's certificate from each of FLIC and ANLIC, duly executed by an officer of FLIC or ANLIC, as applicable, substantially in the forms attached hereto as Exhibit N-1 and N-2, respectively.
(b) Buyer or one or more of its Affiliates, as the case may be, shall deliver or cause to be delivered to each Lender the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES"):
(i) a Note, in the aggregate principal amount of the First Closing Purchase Price indicated opposite such Lender's name on Schedule A registered in the name of such Lender;
(ii) a Warrant, duly executed by the Borrower and registered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares";
(iii) the Registration Rights Agreement, duly executed by the Borrower;
(iv) a letter agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT");
(v) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon;
(vi) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender;
(vii) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied; and
(viii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the First Closing, each Lender shall deliver or cause to be delivered to the Borrower the followingSeller:
(i) the First Closing Purchase Pricepurchase price specified in the first sentence of Section 2.1, prior to any post-closing purchase price adjustments made in United States dollars and in immediately available fundsaccordance with Section 2.2, payable as follows: (A) the Cash Consideration by wire transfer of immediately available funds to previously designated accounts of Seller (or an account designated Affiliate of Seller), (B) the Note, (C) the Buyer Preferred Shares and (D) the Warrant;
(ii) each of the Stockholders' and Warrant Holder's Agreement, the Transition Services Agreements and the TCP Agreement, the Stock Pledge Agreement and each other Transaction Document to which Buyer or one or more Affiliates of Buyer is a party; and copies of all regulatory approvals obtained by Buyer in writing connection with the transactions contemplated by this Agreement and the Transaction Documents;
(iii) in the event that the FFSB Shares are not transferred to Buyer at the First Closing, (x) cash in an amount equal to the FFSB Purchase Price to be held in escrow pursuant to the terms and conditions of the Escrow Agreement, including an acknowledgement from the Escrow Agent evidencing that the Escrow Funds have been deposited into the Escrow Account and (y) the Escrow Agreement and the FFSB Agreement, each duly authorized and executed by Buyer or one or more Affiliates of Buyer;
(iv) an officer's certificate, duly executed by an officer of Buyer (such officer may rely on an officer's certificate, duly executed by the Borrower for Chief Financial Officer of the Company, with respect to financial information of the Company and the Company Subsidiaries), certifying that the Debt-Equity Ratio (as defined in the Note), as of the First Closing Date, is not greater than 4.0 to 1.0 and such purposecertification shall set forth the computation thereof in reasonable detail;
(v) signed and executed copies of all agreements and certificates evidencing and documenting the Buyer Pre-Closing Transactions, in forms that are reasonably satisfactory to the Seller and representation letters from parties that will undertake the Buyer Pre-Closing Transactions containing the representations set forth on Annex C; and
(iivi) The Letter from an officer of Buyer that provides the Registration Rights Agreement, duly executed by such Lender.representations described in the Note attached hereto as Exhibit D.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hillenbrand Industries Inc)
First Closing Deliveries. (a) At the First Closing, the Borrower shall Company will execute and deliver or cause to be delivered to each Lender ECT the following, appropriately dated (the "BORROWER FIRST CLOSING DELIVERABLES")::
(i) a Note, in the aggregate principal amount an original of the First Closing Purchase Price indicated opposite such Lender's name on Schedule A registered in the name of such Lenderthis Agreement;
(ii) a Warrant, duly executed by an original of the Borrower and registered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "First Closing - Warrant Shares"Option Agreement;
(iii) an original of the Registration Rights Company Agreement, duly executed by the Borrower;
(iv) a letter agreement, duly executed by Xxxxx Xxxx, Chief Executive Officer of the Borrower, in his individual capacity, and accepted and agreed to by the Borrower (as amended, supplemented or otherwise modified from time to time, the "SHAREHOLDER AGREEMENT")Company certificate representing ECT's Membership Interest;
(v) evidence a certified copy of proper applications made tothe Certificate of Organization of the Company, as currently in force and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereoneffect;
(vi) resolutions of the legal opinion Members of Borrower Counselthe Company authorizing the execution, in agreed formdelivery and performance of this Agreement and all related documents and agreements, addressed such resolutions to be certified by the Administrative Agent Manager of the Company as being true and such Lender;
correct and subject to no modifications or amendments; (vii) an officer's certificate reasonably satisfactory to the Lenders from an officer a Certificate of the Borrower that each Secretary of State of the conditions set forth State of Delaware establishing that the Company is in Section 6.1 hereof has been satisfiedexistence and a certificate of the proper official of the State of Delaware establishing that the Company is in good standing to transact business in the State of Delaware dated not more than 10 days prior to Closing; and
(viii) any a Certificate of the Secretary of State of the State of Wyoming establishing that the Company is duly qualified to transact business and in good standing in the State of Wyoming; (ix) the certificates, instruments and documents referred to in SECTIONS 6.02(a) and (b); and (x) such other document documents, agreements, and instruments otherwise required by this Agreement or as may be reasonably requested by the Administrative Agent or such LenderECT.
(b) At the First Closing, each Lender shall ECT will execute and deliver or cause to be delivered to the Borrower Company the following:
(i) an original of this Agreement;
(ii) an original of the First Closing Option Agreement;
(iii) an original of the Company Agreement; Syntroleum-Enron Purchase Price, Agreement ------------------------------------------------------------------------------ CONFIDENTIAL
(iv) the sum of $1,000,000 in United States dollars and in cash or other immediately available funds, by wire transfer payable to an account designated in writing the Company; (v) resolutions of the Board of Directors of ECT authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, such resolutions to be certified by the Borrower for such purposeSecretary of ECT as being true and correct and subject to no modifications or amendments; and
(iivi) a Certificate of the Secretary of State of the State of Delaware establishing that ECT is in existence and a certificate of the proper official of the State of Delaware establishing that the Company is in good standing to transact business in the State of Delaware dated not more than 10 days prior to Closing; (vii) the Registration Rights Agreementcertificates, duly executed instruments and documents referred to in SECTIONS 6.02(a) and (b); and (viii) such other documents, agreements and instruments otherwise required by such Lenderthis Agreement or as may be reasonably requested by the Company.
Appears in 1 contract
Samples: Purchase Agreement (SLH Corp)
