Initial Closing Deliverables. 2.5.1 At the Initial Closing, the Company will deliver to Gilead:
(a) a duly executed Cross-Receipt with respect to the Initial Shares;
(b) a duly executed Investor Rights Agreement;
(c) a certificate in form and substance reasonably satisfactory to Gilead and duly executed on behalf of the Company by an authorized officer of the Company, certifying that the conditions to the Initial Closing set forth in Sections 2.7.1(a) and (b) of this Agreement have been fulfilled; and
(d) a certificate of the secretary of the Company dated as of the Initial Closing Date certifying that attached thereto is a true and complete copy of all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby as of the Initial Closing Date.
2.5.2 At the Initial Closing, Gilead will deliver to the Company:
(a) a duly executed Cross-Receipt with respect to the Initial Shares;
(b) a duly executed Investor Rights Agreement; and
(c) a certificate in form and substance reasonably satisfactory to the Company and duly executed on behalf of Gilead by an authorized officer of Gilead, certifying that the conditions to the Closing set forth in Sections 2.7.2(a) and (b) of this Agreement have been fulfilled.
Initial Closing Deliverables. (a) At the Initial Closing, the Company shall deliver or cause to be delivered the following items to the Series D Investors, against payment by the Series D Investors of the Initial Closing Consideration:
(i) a duly issued share certificate representing the Initial Closing Shares purchased by each Series D Investor pursuant to Section 2.2(a);
(ii) a compliance certificate dated as of the Initial Closing Date signed by the Chief Executive Officer of the Company and each Founder certifying that all the conditions specified in Section 6.1 have been fulfilled;
(iii) executed counterparts of each Transaction Agreement (except the Escrow Agreement) to which any of the Company, any Group Company or any Founder is a party;
(iv) certified copies of the directors’ resolutions and/or shareholders’ resolutions of the Company and other Group Companies, where appropriate, approving, among other things, (A) the issuance and sale of the Initial Closing Shares to the Series D Investors, (B) the issue of new share certificates in respect of the Initial Closing Shares to the Series D Investors, and (C) the execution of the Transaction Agreements (except the Escrow Agreement) to which such Group Company is a party;
(v) the Amended M&AA in the form attached hereto as Exhibit F which shall have been adopted and filed by the Company with, and registered by, the British Virgin Islands Registry of Corporate Affairs;
(vi) a certificate signed by the Chief Executive Officer of the Company and each Founder attaching (A) the certified Amended M&AA, (B) copies of resolutions approved by the shareholders and board of directors of the Company (the “Board”) in connection with the transactions contemplated hereby, and (C) a certificate of incumbency of the Company;
(vii) the legal opinions issued by Walkers and Fangda Partners, dated as of the Initial Closing, in substantially the respective form attached hereto as Exhibit H; and
(viii) a director indemnification agreement executed by the Company and the director appointed by the Series D Investors to the Board of the Company, in substantially the form attached hereto as Exhibit I (the “Indemnification Agreement”).
(b) At the Initial Closing, each of the Series D Investors shall, severally but not jointly, deliver or cause to be delivered:
(i) the aggregate purchase price amount set forth opposite its name in the third column of Exhibit A hereto, subject to the deduction provided under Section 8.15, by wire transfer in immediately availab...
Initial Closing Deliverables. (a) Holdings II shall deliver, or cause to be delivered, the following documents to RHI Inc. at the Initial Closing:
(i) a certificate or certificates representing the RHI Inc. Units being issued to RHI Inc. identifying RHI Inc. as the registered holder thereof; and
(ii) all other customary documents, instruments or certificates as shall be reasonably requested by RHI Inc. and as shall be consistent with the terms of this Agreement; and
(b) RHI Inc. shall deliver, or cause to be delivered, the following documents to Holdings II at the Initial Closing:
(i) the RHI Inc. Consideration by wire transfer of immediately available funds to an account designated by Holdings II at least three business days prior to the Initial Closing.
Initial Closing Deliverables. (a) On or prior to the Initial Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) a copy of this Agreement duly executed by the Company;
(ii) documentary evidence that the Preferred Shares purchased by such Purchaser have been duly recorded on the Company’s Preferred Share register in the name of such Purchaser; and
(iii) a Warrant in the form set forth in Exhibit D hereto to purchase a number of Ordinary Shares as specified in Section 5.3 hereof.
(b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) a copy of its signature page to this Agreement duly executed by such Purchaser; and
(ii) such Purchaser’s Initial Subscription Amount by wire transfer to the account as specified in writing by the Company.
Initial Closing Deliverables. (a) Holdings II shall deliver, or cause to be delivered, the following documents to KRH at the Initial Closing:
(i) a certificate or certificates representing the KRH Units being issued and sold to KRH identifying KRH as the registered holder thereof; and
(ii) all other customary documents, instruments or certificates as shall be reasonably requested by KRH and as shall be consistent with the terms of this Agreement; and
(b) KRH shall deliver, or cause to be delivered, the following documents to Holdings II at the Initial Closing:
(i) all customary documents, instruments or certificates as shall be reasonably requested by Holdings II and as shall be consistent with the terms of this Agreement.
Initial Closing Deliverables. (1) Subject to the satisfaction or waiver on the Initial Closing Date of the applicable conditions to the Initial Closing in Section 1.2(d), at the Initial Closing, the Company will deliver to Purchaser:
(A) book-entry evidence in a form reasonably acceptable to Purchaser the Initial Shares and the registration of such shares of Series C Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company;
(B) the Initial Warrants; and
(C) a duly executed counterpart of the Investor Rights Agreement.
(2) Purchaser will deliver to the Company:
(A) the Initial Purchase Price, by wire transfer of immediately available funds to the account or accounts previously designated by the Company to Purchaser in writing no later than five (5) business days prior to the Initial Closing; and
(B) a duly executed counterpart of the Investor Rights Agreement.
Initial Closing Deliverables. (a) The Company shall deliver, or cause to be delivered, the following documents to the Corporation at the Initial Closing: (i) (x) solely to the extent that the Common Units are certificated, a certificate or certificates representing the Initial Units being issued to the Corporation identifying the Corporation as the registered holder thereof or (y) if the Common Units are not certificated, evidence reasonably satisfactory to the Corporation that the Corporation has been registered as the holder of the Initial Units in the books and records of the Company (which evidence may be satisfied by the Schedule of Members attached to the LLC Agreement at the Effective Time, as modified to give effect to the Initial Closing); and (ii) all other customary documents, instruments or certificates as shall be reasonably requested by the Corporation and as shall be consistent with the terms of this Agreement; and (b) The Corporation shall deliver, or cause to be delivered, the following to the Company at the Initial Closing: (i) the Initial Consideration by wire transfer of immediately available funds to the following bank account of the Company: Bank [ ] Bank Address [ ] ABA Routing No. [ ] Account No. [ ] Beneficiary Name: Xxxx Holdings LLC
Initial Closing Deliverables. The Owner shall have received (or waived receipt of) those deliverables described in Section 2.07(b).
Initial Closing Deliverables. All deliveries contemplated under Section 4.2, Section 4.4, Section 4.5 and Section 4.7 with respect to the Initial Closing have been made in accordance with the terms of this Agreement; provided, however, that with respect to the delivery of the Confidentiality and Non-Competition Agreements contemplated under Section 4.2(a)(v), only a copy of the Confidentiality and Non-Competition Agreement duly executed by Douglas Barley shall be a deliverable required under this Section 0.0(x).
Initial Closing Deliverables. All deliveries contemplated under Section 4.3 and Section 4.6 have been made to the Sellers' satisfaction.
