Initial Closing; Delivery Sample Clauses

Initial Closing; Delivery. (i) On the Closing Date, subject to the terms and conditions hereof: (a) EIS shall pay the Initial Purchase Price by wire transfer of U.S.$17.015 million to an account designated in writing by the Company ; (b) the parties hereto shall execute and deliver to each other, as applicable, (A) certificates representing 1,000 shares of Series A Preferred Stock and 344,116 shares of Common Stock, (B) the Warrant, (C) the Company Registration Rights Agreement, (D) the Newco Registration Rights Agreement, (E) the JDOA, (F) the Certificate of Designations as filed with the Secretary of State of the State of Delaware, (G) the License Agreements, (H) a customary secretary's certificate from the secretary of the Company, including a certificates as to the incumbency of the officers of the Company executing any of the Transaction Documents, (I) certificates as to the incumbency of the officers of EIS and EPIL executing any of the Transaction Documents and (J) any other documents or instruments reasonably requested by a party hereto; and (c) the Company shall cause to be delivered to EIS an opinion of counsel in the form attached hereto as Exhibit E. (ii) It is estimated that Newco will require additional funds to commence development of Newco's products. Upon approval by the United States Food and Drug Administration of an investigational new drug application (an "IND") filed by Newco, and the dosing of the first human patient of such product (the "Put Event"), the Company shall have the right, exercisable for 30 days, to require EIS to purchase shares of Company Common Stock for an aggregate amount of $1.0 million payable in cash at a price per share equal to a 30% premium over the average closing price for the sixty day period immediately preceding the Put Event, provided, that the closing of such purchase shall be subject to the satisfaction of any applicable regulatory approvals. The Subsequent Closing shall occur the third business day after the Company notifies Elan of its intent to exercise this right, subject to the satisfaction of all regulatory approvals. EIS shall receive the same anti-dilution protection that is provided with respect to the shares of Generex Common Stock purchased on the Initial Closing Date. Notwithstanding the foregoing, the preceding anti-dilution provisions relating to any shares purchased pursuant to the Put Event shall terminate upon the earlier of (i) 60 days following the registration of the shares of Company Common Stock purchased b...

Initial Closing; Delivery. Subject to the terms and conditions of this Agreement, the purchase, sale and issuance of the Series C-1 Shares shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial closing (the “Initial Closing”) shall take place on November 12, 2010 at the offices of the Company, or at such other place as shall be designated by the Company. If less than all of the Series C-1 Shares are sold and issued at the Initial Closing, then, subject to the terms and conditions of this Agreement, the Company may sell and issue at a subsequent closing (the “Subsequent Closing”), within sixty (60) days after the Initial Closing, up to the balance of the unissued Series C-1 Shares to such persons or entities as may be approved by the Company and a majority of the Investors purchasing shares at the Initial Closing. Any such sale and issuance in the Subsequent Closing shall be on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of the relevant signature pages, become parties to, and be bound by, this Agreement and the Restated Shareholders Agreement (as defined below) without the need for an amendment to any of the Transaction Agreements except to add such person’s or entity’s name to the appropriate exhibit to such agreement, and shall have the rights and obligations hereunder and thereunder, in each case as of the date of the Subsequent Closing. The Subsequent Closing shall take place at such date, time and place as shall be approved by the Company and a majority of the Investors purchasing shares at the Initial Closing. Immediately after each Closing, the Schedule of Investors will be amended to list the Investors purchasing Series C-1 Shares hereunder and the number of Series C-1 Shares issued to the Investors hereunder at each such Closing. The Company will furnish to the Investors copies of the amendments to the Schedule of Investors referred to in the preceding sentence. At the Closing, the Company and each Investor for such Closing will execute counterpart signature pages to the Transaction Agreements and the Company shall deliver (i) a certificate registered in such Investor’s name representing the number of Purchased Shares that such Investor is purchasing as of such Closing against payment of the Subscription Price therefor, as set forth in the column designated “Aggregate Subscription Price” opposite such Investor’s name on Exhibit A and (ii...

Initial Closing; Delivery. On the Initial Closing Date, subject to the terms and conditions hereof and applicable regulatory approvals, (i) EIS shall pay the Initial Purchase Price by wire transfer to an account designated by the Company, (ii) the parties hereto shall execute and deliver to each other, as applicable: (A) certificates for the Series A Preferred Stock; (B) the Warrants; (C) the Company Registration Rights Agreement; (D) the Newco Registration Rights Agreement; (E) the JDOA; (F) the Certificate of Designations, as filed with the Secretary of State of the State of Delaware; (G) the License Agreements; (H) the Funding Agreement; (I) certificates as to the incumbency of the officers of the Company executing any of the Transaction Documents; and (J) any other documents or instruments reasonably requested by a party hereto and (iii) the Company shall cause to be delivered to EIS an opinion of counsel in the form attached hereto as EXHIBIT H.

Initial Closing; Delivery. On the Initial Closing Date, subject to the terms and conditions hereof: (i) EIS shall pay the Initial Purchase Price by wire transfer of U.S.$16,015,000 to an account designated in writing by the Company; (ii) EIS, EPIL and/or Elan, as applicable, shall execute and deliver to the Company: (A) this Agreement, (B) the Company Registration Rights Agreement, (C) the Newco Registration Rights Agreement, (D) the JDOA and (E) the License Agreements; (iii) the Company shall execute and deliver to EIS or EPIL, as applicable: (A) certificates representing 1,000 shares of Series A Preferred Stock, (B) certificates representing 546,448 shares of Common Stock, (C) the Note, (D) the Warrant, (E) this Agreement, (F) the Company Registration Rights Agreement, (G) the Newco Registration Rights Agreement, (H) the JDOA, (I) the Certificate of Designations as filed with the Secretary of State of the State of Delaware, (J) the License Agreements, (K) Exchange Shares (as defined in Section 5(b) hereof), including the a stock power relating to the Exchange Shares for the benefit of EIS executed pursuant to Section 6 hereof, (L) a customary secretary's certificate from the secretary of the Company, including a certificate as to the incumbency of the officers of the Company executing any of the Transaction Documents, and (M) any other documents or instruments reasonably requested by EIS or EPIL; and (iv) the Company shall cause to be delivered to EIS and EPIL an opinion of counsel in the form attached hereto as Exhibit F.

Initial Closing; Delivery. The sale and purchase of the Notes shall take place at one or more closings with the initial closing (the “Initial Closing”) to be held on the date hereof at such place as the Company and the Investors may determine. At the Initial Closing, the Company will deliver to each of the Investors the respective Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on Schedule I hereto (the “Purchase Price”). Each of the Notes will be registered in such Investor’s name in the Company’s records. The Investor will wire the Purchase Price to the Company in accordance with the following instructions:

Initial Closing; Delivery. (a) The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m. Central Time on the date hereof or at such other time and place as the Company and the Purchasers mutually agreed upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. (b) At each Closing, the Company shall, as applicable, deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing to such Purchaser hereunder, against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser (including interest), or by any combination of such methods.

Initial Closing; Delivery. At the Initial Closing, the Company shall deliver to each of the Purchasers, against payment by each such Purchaser of the purchase price related thereto: (i) one or more certificates representing the Shares to be purchased by such Purchaser, duly issued and in a form sufficient to vest title thereto fully in such Purchaser; (ii) a Note, in the aggregate principal amount to be purchased by such Purchaser, substantially in the form of Exhibit A hereto; (iii) a Series A Warrant representing the right of such Purchaser to purchase the number of shares of Common Stock provided for on Schedule 2.1, substantially in the form of Exhibit B hereto; and (iv) a Series B Warrant representing the right of such Purchaser to purchase the number of shares of Common Stock provided for on Schedule 2.1, substantially in the form of Exhibit C hereto.

Initial Closing; Delivery. On the Initial Closing Date, subject to the terms and conditions hereof: (i) EIS shall pay the Initial Purchase Price by wire transfer of U.S.$19,514,999.35 to an account designated in writing by the Company ; (ii) the parties hereto shall execute and deliver to each other, as applicable, (A) certificates representing 1,232,308 shares of Series G Preferred Stock, (B) certificates representing 1,127,819 shares of Series H Preferred Stock, (C) the Company Registration Rights Agreements, (D) the Newco Registration Rights Agreement, (E) the JDOA, (F) the Charter as filed with the Secretary of State of the State of Delaware, (G) the License Agreements, (H) a customary secretary's certificate from the secretary of the Company, including a certificates as to the incumbency of the officers of the Company executing any, of the Transaction Documents, (I) certificates as to the incumbency of the officers of EIS executing an), of the Transaction Documents and (J) any other documents or instruments reasonably requested by a party hereto; (iii) the Company shall cause to be delivered to EIS an opinion of counsel in the form attached hereto as Exhibit F; and (iv) Newco shall cause to be delivered to each of the Company, EIS and Newco the opinion of their special Bermuda counsel, Comers Dill & Pearman.

Initial Closing; Delivery. The sale and purchase of the Notes shall take place at one or more closings with the initial closing (the “Initial Closing”) to be held on the date hereof at such place as the Company and the Investors may determine. At the Initial Closing, the Company will deliver to each of the Investors the respective Note to be purchased by such Investor, against receipt by the Company of the corresponding purchase price set forth on Schedule I hereto (the “Purchase Price”). Each of the Notes will be registered in such Investor’s name in the Company’s records. In addition, to secure the full payment of all obligations under the Notes, the Company and Xxxxx Xxxxxxxx, as agent for the Investors (the “Agent”), shall execute the Security Agreement (as defined below).

Initial Closing; Delivery. (a) The purchase and sale of the Initial Shares (the “Initial Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 600 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or remotely via the exchange of documents and signatures) on the date of this Agreement or at such other time, date and place as are mutually agreeable to the Company and the Purchasers (the “Initial Closing Date”). (b) At the Initial Closing, the Company shall deliver to each Purchaser a certificate representing the Initial Shares being purchased by such Purchaser against payment of the purchase price therefor in the amount set forth opposite such Purchaser’s name under the heading “Initial Purchase Price” on Schedule A hereto by check payable to the Company or by wire transfer of immediately available funds to a bank account of the Company, which shall constitute payment in full for the Shares to be purchased by such Purchaser. The bank account of the Company shall be designated by the Company to the Purchasers at least two (2) days prior to the Initial Closing.