Common use of Initial Closing Deliveries Clause in Contracts

Initial Closing Deliveries. (a) At the Initial Closing, Seller shall deliver or cause to be delivered to the Purchaser: (i) certificates representing the Initial Shares, duly endorsed for transfer to the Purchaser, which shall transfer to the Purchaser good and valid title to the Stock, free and clear of all Encumbrances; (ii) certificates, dated as of a date no earlier than 10 days before the Initial Closing, duly issued by the appropriate governmental authority in _____ showing that Seller is in existence and in good standing and authorized to do business; (iii) unanimous written consents of the managers and members of Seller, authorizing the transactions contemplated by this Agreement; (iv) an Escrow Agreement in substantially the form of Exhibit C hereto; (v) a Release of the Purchaser (executed by Seller and each of its members) in substantially the form of Exhibit D hereto; (vi) a Voting Agreement and Irrevocable Proxy in substantially the form of Exhibit E hereto; and (vii) such other documents, as may be required by this Agreement or reasonably requested by the Purchaser. (b) At the Initial Closing, the Purchaser shall deliver to Seller (i) the Initial Payment; and (ii) a certificate, executed by the Purchaser and dated as of the date of the Initial Closing, to the effect that the Purchaser has received the prior approval of Bank One, Texas, N.A.

Initial Closing Deliveries. (a) At or prior to the Initial Closing, Seller the Company shall deliver or cause to be delivered to the Purchaser:Investor the following (the “Company Deliverables”): (i) certificates representing the Initial SharesNote in the aggregate principal amount of the Investment Amount, duly endorsed for transfer to registered in the Purchaser, which shall transfer to name of the Purchaser good and valid title to the Stock, free and clear of all EncumbrancesInvestor; (ii) certificatesthe legal opinion of XxXxxxxx Xxxxxxxx LLP, dated as in the form of a date no earlier than 10 days before Exhibit C, addressed to the Initial Closing, duly issued by the appropriate governmental authority in _____ showing that Seller is in existence and in good standing and authorized to do businessInvestor; (iii) unanimous written consents the legal opinion of Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Xxxxxx, A Professional Corporation, in the managers and members form of SellerExhibit D, authorizing addressed to the transactions contemplated by this AgreementInvestor; (iv) an Escrow Agreement in substantially the form of Exhibit C heretoRegistration Rights Agreement, duly executed by the Company; (v) a Release security agreements, duly executed by each of the Purchaser Company and WHI, in the forms attached hereto as Exhibit E and Exhibit F, respectively (executed by Seller and each of its members) in substantially as amended, supplemented or otherwise modified from time to time, the form of Exhibit D hereto“Security Agreements”); (vi) a Voting Agreement clinical and Irrevocable Proxy marketing support services agreement, duly executed by the Company, in substantially the form attached hereto as Exhibit G (as amended, supplemented or otherwise modified from time to time, the “Support Services Agreement”); (vii) appropriate Lien and record search reports as of the most recent practicable date, showing that there are no liens on the collateral security granted under the Security Agreements, other than Permitted Liens; (viii) the Voting Agreements, duly executed by each of the Company’s shareholders listed on Exhibit E hereto2.2(a)(viii), in the form attached hereto as Exhibit H; (ix) this Agreement duly executed by the Company and WHI; and (viix) such any other documents, as may be required by this Agreement or documents reasonably requested by the PurchaserInvestor. (b) At the Initial Closing, the Purchaser Investor shall deliver or cause to Sellerbe delivered to the Company the following (the “Investor Deliverables”): (i) $1,000,000 of its Investment Amount in immediately available funds, by wire transfer to an account designated in writing by the Initial PaymentCompany for such purpose; (ii) the Registration Rights Agreement, duly executed by the Investor; (iii) the Security Agreements, duly executed by the Investor; (iv) the Support Services Agreement, duly executed by the Investor; and (iiv) a certificatethis Agreement, duly executed by the Purchaser and dated as of the date of the Initial Closing, to the effect that the Purchaser has received the prior approval of Bank One, Texas, N.A.Investor.

Initial Closing Deliveries. (a) At the Initial Closing, Seller and as a condition to the parties' obligations hereunder to effect the transactions contemplated hereby at the Initial Closing, the Company and Buyer shall deliver enter into a registration rights agreement substantially in the form attached as Exhibit C (the "Registration Rights Agreement"), the Company, Buyer and Messrs. Marcus and Guericke each shall enter into a stockholders agreement substantially in the form attached as Exhibit D (the "Stockholders Agreement"). (b) In addition to the other things required to be done hereby including the delivery of the Diligence Fee, at the Initial Closing, the Company shall deliver, or cause to be delivered delivered, to Buyer the Purchaser: following: (i) certificates representing the number of shares of Preferred Stock to be issued and delivered at the Initial Shares, duly endorsed for transfer to the Purchaser, which shall transfer to the Purchaser good and valid title to the StockClosing, free and clear of all Encumbrances; Liens (ii) certificates, dated as of a date no earlier than 10 days before the Initial Closing, duly issued unless created by the appropriate governmental authority in _____ showing that Seller is in existence and in good standing and authorized to do business; (iii) unanimous written consents of the managers and members of Seller, authorizing the transactions contemplated by this Agreement; (iv) an Escrow Agreement in substantially the form of Exhibit C hereto; (v) a Release of the Purchaser (executed by Seller and each Buyer or any of its membersAffiliates) in substantially the form of Exhibit D hereto; (vi) a Voting Agreement with all necessary stock transfer and Irrevocable Proxy in substantially the form of Exhibit E hereto; and (vii) such other documentsdocumentary stamps attached, as may be required by this Agreement or reasonably requested by the Purchaser. (b) At the Initial Closing, the Purchaser shall deliver to Seller (i) the Initial Payment; and (ii) a certificate, dated the Initial Closing Date and validly executed by the Purchaser and dated as an appropriate officer of the date Company, as contemplated by Section 7.1(a), (iii) evidence or copies of any consents, approvals, orders, qualifications or waivers required pursuant to Section 7.1, (iv) all certificates and other instruments and documents required by this Agreement to be delivered by the Company to Buyer at or prior to the Initial Closing, and (v) such other instruments reasonably requested by Buyer, as may be necessary or appropriate to confirm or carry out the effect that the Purchaser has received the prior approval provisions of Bank One, Texas, N.A.this Agreement.