Common use of Initial Closing Deliveries Clause in Contracts

Initial Closing Deliveries. (a) At the Initial Closing, the Company will deliver: (i) to the Purchaser, evidence, satisfactory to the Purchaser, that the Company has obtained Stockholder Approval; (ii) to the Purchaser, one or more certificates representing one-half ( 1/2) of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify, together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (iii) the Escrow Agreement, duly executed by the Company and the escrow agent; (iv) into escrow, one or more certificates representing the remaining one-half of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify (the “Escrowed Shares”), together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (v) to the Owners, the Exercise Notice, duly executed by an authorized officer of the Company. (b) At the Initial Closing, the Purchaser will deliver: (i) to the Owners, the Exercise Payment, on behalf of the Company; and (ii) to the Company, the Assignment, in form satisfactory to the Company, together with evidence, satisfactory to the Company, that all consents required to be obtained to effect the Assignment shall have been obtained by all applicable parties, in compliance with applicable law (other than the FCC consent required thereunder or the waiting period applicable to the consummation of the transactions contemplated by the Option Agreement or this Agreement (if required) under the HSR Act); and (iii) the Escrow Agreement, duly executed by the Purchaser.

Initial Closing Deliveries. (ai) At On or prior to the Initial ClosingClosing Date, the Company will deliverdelivered or caused to be delivered to each Initial Purchaser the following: (iA) to the Purchaser, evidence, satisfactory to Prior Agreement duly executed by the Purchaser, that the Company has obtained Stockholder ApprovalCompany; (iiB) a legal opinion of Company Counsel and of Nevada counsel of the Company, each in form and substance reasonably acceptable to the Purchaser, one or more certificates representing one-half ( 1/2) of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify, together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04Initial Purchasers; (iiiC) an Initial Note with a principal amount equal to such Initial Purchaser’s Principal Amount, registered in the name of such Initial Purchaser; (D) an Initial Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to 150% of the initial Principal Amount of such Initial Purchaser’s Initial Note divided by $0.7085, with an exercise price equal to $0.7794, subject to adjustment therein; (E) the Escrow Company’s wire instructions, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; (F) the Collateral Agent received the Security Documents, duly executed by the parties thereto; (G) the Collateral Agent received all documents, instruments, filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral of Company and each of its Subsidiaries and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests was executed and delivered or made, or, in the case of UCC filings, was in proper form for filing, registration or recordation, as applicable; (H) the Collateral Agent received the results of searches (including comparable searches in any jurisdiction outside the United States) for any effective UCC financing statements, tax liens or judgment liens filed against the Company or any of its Subsidiaries or any property of any of the foregoing, which results did not show any such liens; (I) the Collateral Agent received the Security Agreement, duly executed by the Company and the escrow agent; (iv) into escrow, one or more certificates representing the remaining one-half each of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify (the “Escrowed Shares”)its Subsidiaries, together with an amount or (A) the original stock or property (as applicable) equal to certificates representing all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (v) to the Owners, the Exercise Notice, duly executed by an authorized officer of the Company. equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (bB) At any copyright, patent and trademark agreements required by the Initial Closing, the Purchaser will deliver: (i) to the Owners, the Exercise Payment, on behalf terms of the CompanySecurity Agreement; and (iiJ) the Company delivered to the Company, the Assignment, in form satisfactory such Initial Purchaser such other documents relating to the Company, together with evidence, satisfactory to the Company, that all consents required to be obtained to effect the Assignment shall have been obtained by all applicable parties, in compliance with applicable law (other than the FCC consent required thereunder or the waiting period applicable to the consummation of the transactions contemplated by the Option Prior Agreement as such Initial Purchaser or this its counsel reasonably requested. (ii) On or prior to the Initial Closing Date, each Initial Purchaser delivered or caused to be delivered to the Company the following: (A) the Prior Agreement (if required) under the HSR Act)duly executed by such Initial Purchaser; and (iiiB) such Initial Purchaser’s Initial Subscription Amount by wire transfer to the Escrow Agreement, duly executed account specified in writing by the PurchaserCompany.

Initial Closing Deliveries. (a) At the Initial Closing, the Company will deliver:shall deliver or cause to be delivered to each Investor the following (the “Initial Company Deliverables”): (i) a facsimile of the stock certificate evidencing the number of Shares to be delivered to such Investor at the PurchaserInitial Closing as set forth opposite its name on Annex A hereto, evidence, satisfactory registered in the name of such Investor (the number of Shares issuable to each Investor at the Purchaser, that Initial Closing will equal 35% of such Investor’s Investment Amount divided by the Per Unit Purchase Price) and the Company has obtained Stockholder Approvalshall instruct its Transfer Agent to deliver by overnight courier to such Investor the original certificate evidencing the number of Shares to be delivered to such Investor at the Initial Closing as set forth opposite its name on Annex A hereto, registered in the name of such Investor; (ii) a First Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the Purchaser, one or more certificates representing one-half ( 1/2) right to acquire the number of shares of Common Stock that equals 70% of the Purchased Securities in number of Shares issuable to such denominations and registered in such names as the Purchaser shall specify, together with an amount or stock or property (as applicable) equal Investor pursuant to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.042.2(a)(i); (iii) the Escrow legal opinion of Company Counsel, in agreed form, addressed to the Investors; (iv) the legal opinion of special Bermuda counsel to the Company, in agreed form, addressed to the Investors; (v) the Registration Rights Agreement, duly executed by the Company and the escrow agentCompany; (ivvi) into escrow, one or more certificates representing duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the remaining one-half of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify (the “Escrowed Shares”), together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04;Transfer Agent; and (vvii) to the Owners, the Exercise NoticeLockup Agreements, duly executed by an authorized officer of the Companyeach party thereto. (b) At the Initial Closing, each Investor shall deliver or cause to be delivered to the Purchaser will deliver:Company the following (the “Initial Investor Deliverables”): (i) to the OwnersCompany, 35% of its Investment Amount (rounded up to the Exercise Payment, on behalf nearest whole dollar) by wire transfer of immediately available funds per the Company’s wiring instructions; and (ii) to the Company, the Assignment, in form satisfactory to the Company, together with evidence, satisfactory to the Company, that all consents required to be obtained to effect the Assignment shall have been obtained by all applicable parties, in compliance with applicable law (other than the FCC consent required thereunder or the waiting period applicable to the consummation of the transactions contemplated by the Option Agreement or this Agreement (if required) under the HSR Act); and (iii) the Escrow Registration Rights Agreement, duly executed by the Purchasersuch Investor.

Initial Closing Deliveries. (a) At Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, the Company will deliveris delivering or causing to be delivered to the Investors the following: (i) duly executed Notes in the principal amounts set forth opposite such Investor's name on the signature page hereto; (ii) certificates representing the number of GS Shares in the amounts set forth opposite such Investor's name on the signature page hereto; (iii) a duly executed copy of the Registration Rights Agreement; (iv) duly executed copies of the Voting Agreements; (v) duly executed copies of the Lock-up Agreements; (vi) an opinion of the Company's counsel, dated as of the date hereof, addressed to the PurchaserInvestors in the form of Exhibit 2.3(a)(vi), which opinion shall be reasonably satisfactory to the Investors; (vii) good standing certificates for the Company and each of its Significant Subsidiaries, dated no earlier than five days prior to the date hereof, from the jurisdiction in which each is incorporated; (viii) a copy of the resolutions of the Board of Directors (A) duly authorizing the execution and delivery of each of the Transaction Documents and the performance of the transactions contemplated thereby, and (B) approving the Investors becoming "interested stockholders" under Section 203 of the DGCL, which resolutions shall be certified as true, correct and effective as of the date hereof by the Secretary or Assistant Secretary of the Company and which shall be satisfactory to the Investors; (ix) evidence, satisfactory to the PurchaserInvestors, that Amendment No. 1 to the Rights Agreement, in the form attached hereto as Exhibit 2.3(a)(ix), has been duly executed; (x) evidence, satisfactory to the Investors, that the Initial Noteholder Designee shall be duly appointed to serve as a member of "Class II" of the Board of Directors and the Executive Committee of the Board of Directors and that the Board of Directors shall consist of eight directors in each case effective as of January 20, 2000; (xi) evidence, satisfactory to the Investors, that the transactions contemplated hereby will not constitute a "Change in Control" of the Company has under any Commitment to which an officer is a party or under any of the Compensation and Benefit Plans; (xii) copies of all third-party consents required to be obtained Stockholder Approvalby the Company prior to the Initial Closing as set forth on Schedule 3.9(b), including, without limitation, the consent of the Required Lenders under the Credit Agreement, which consents shall be reasonably satisfactory to the Investors; (xiii) an Officers' Certificate, dated as of the date hereof, certifying that each of the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof (disregarding for this purpose all references in such representations and warranties to any materiality, Material Adverse Effect, Knowledge or similar qualifications) (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date), except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (xiv) such other instruments and documents as the Investors reasonably request. (b) Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, the Investors are delivering to the Company the following: (i) the Initial Closing Purchase Price, which shall be paid by wire transfer of immediately available funds to an account designated at least three business days prior to the date hereof by the Company; (ii) to the Purchaser, one or more certificates representing one-half ( 1/2) a duly executed copy of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify, together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (iii) the Escrow Registration Rights Agreement, duly executed by the Company and the escrow agent; (iv) into escrow, one or more certificates representing the remaining one-half of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify (the “Escrowed Shares”), together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (v) to the Owners, the Exercise Notice, duly executed by an authorized officer of the Company. (b) At the Initial Closing, the Purchaser will deliver: (i) to the Owners, the Exercise Payment, on behalf of the Company; and (ii) to the Company, the Assignment, in form satisfactory to the Company, together with evidence, satisfactory to the Company, that all consents required to be obtained to effect the Assignment shall have been obtained by all applicable parties, in compliance with applicable law (other than the FCC consent required thereunder or the waiting period applicable to the consummation of the transactions contemplated by the Option Agreement or this Agreement (if required) under the HSR Act); and (iii) an Officers' Certificate, dated as of the Escrow Agreementdate hereof, duly executed by certifying that each of the Purchaserrepresentations and warranties of the Investors contained in this Agreement are true and correct (disregarding for this purpose all references in such representations and warranties to any materiality, material adverse effect, knowledge or similar qualifications) as of the date hereof (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date), except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a material adverse effect on the ability of the Investors to fulfill its obligations hereunder.

Initial Closing Deliveries. (a) At the Initial Closing, the Company will delivershall deliver to the Investor the following: (ia) to a stock certificate in definitive form registered in the Purchaser, evidence, satisfactory to the Purchaser, that the Company has obtained Stockholder Approval; (ii) to the Purchaser, one or more certificates representing one-half ( 1/2) name of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specifyInvestor, together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04; (iii) the Escrow Agreement, duly executed by the Company and the escrow agent; (iv) into escrow, one or more certificates representing the remaining one-half shares of the Purchased Securities in such denominations and registered in such names as the Purchaser shall specify (the “Escrowed Shares”), together with an amount or stock or property (as applicable) equal to all Dividends that would have been paid on such Purchased Securities if they had been outstanding on and after the date hereof and to which the Purchaser is entitled under Section 6.04Series C Preferred being purchased by it pursuant hereto; (v) to the Owners, the Exercise Notice, duly executed by an authorized officer of the Company. (b) At an executed copy of the Option Agreement; (c) a copy of the Restated Articles, as certified by the Maryland State Department of Assessments and Taxation; (d) a certified copy of the resolutions adopted by the Board of Directors of the Company authorizing the transactions contemplated by this Purchase Agreement or any written consent of all of the current members of the Board of Directors of the Company (effective as of the Initial Closing, the Purchaser will deliver: (iClosing Date) to the Owners, the Exercise Payment, on behalf of the Company; and (ii) to the Company, the Assignment, in form satisfactory to the Company, together with evidence, satisfactory to the Company, that all consents required to be obtained to effect the Assignment shall have been obtained by all applicable parties, in compliance with applicable law (other than the FCC consent required thereunder or the waiting period applicable to for the consummation of the transactions contemplated herein; (e) the certificates required by SECTION 8.5 and 8.13(B); (f) a copy of a resolution of the Board of Directors of the Company, certified by the Option Agreement Secretary of the Company, or this Agreement a copy of a written consent of the Board of Directors of the Company appointing the Investor's representative to the Board of Directors and its Executive Committee effective as of the Closing; (if requiredg) under the HSR Actopinion required by SECTION 8.6; (h) certificates of incumbency and specimen signatures of the signatory officers of the Company; (i) good standing certificates as of a date not more than five days prior to the Initial Closing Date issued by the Secretary of State of the respective states of incorporation of the Company and of each Subsidiary incorporated in the United States, and of each state in which the Company is qualified to do business; (j) the articles of incorporation and bylaws (or equivalent constituent documents), minute books and stock books of the Company and the Subsidiaries and all other books and records reasonably requested by the Investor; and (iiik) such other Documents as the Escrow Agreement, duly executed by the PurchaserInvestor may reasonably request.