Common use of Initial Closing; Delivery Clause in Contracts

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 by EIS pursuant to the Put Event and (ii) the fourteen month anniversary of the Put Event.

Initial Closing; Delivery. (a) At or prior to the Initial Closing, the Buyer shall deliver or cause to be delivered to the Seller the following (the “Buyer’s Initial Closing Deliverables”): (i) On the Closing Date, subject to the terms and conditions hereof: (a) EIS shall pay the Initial Closing Purchase Price by wire transfer of U.S.$17.015 million immediately available funds to an account designated in writing by the Seller; (ii) this Agreement duly signed by the Buyer; (iii) a certificate of the Buyer, dated as of the Initial Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Buyer, that each of the conditions set forth in Section 5.3(a), Section 5.3(b) and Section 5.3(c) has been satisfied; and (iv) such other documents or instruments as the Seller or the Company ; reasonably requests and are reasonably necessary to consummate the Transactions. (b) At or prior to the parties hereto Initial Closing, the Seller and the Company shall execute deliver or cause to be delivered to the Buyer the following (collectively, the “Seller’s Initial Closing Deliverables”): (i) an assignment of the Initial Closing Membership Interests to the Buyer in form and deliver substance satisfactory to the Buyer, duly executed by the Seller. The Seller and the Company shall immediately after such transfer cancel the Seller’s transferred Initial Closing Membership Interests on the books of the Company and duly reflect the Buyer’s ownership of the Initial Closing Membership Interests on the Organizational Documents; (ii) this Agreement duly signed by the Seller and the Company; (iii) a certificate of the Company, dated as of the Initial Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, that each otherof the conditions set forth in Section 5.2(a), Section 5.2(b) and Section 5.2(c) has been satisfied; (iv) a certificate of the Company signed by the Chief Executive Officer of the Company, dated as applicableof the Initial Closing Date, certifying: (A) certificates representing 1,000 shares of Series A Preferred Stock that the Company’s Organizational Documents attached to such certificate is true and 344,116 shares of Common Stockcomplete, has not been modified and is in full force and effect; (B) that the Warrantresolutions adopted by the managers/managing members of the Seller authorizing the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions attached to such certificate are in full force and effect and have not been modified; and (C) the good standing of the Company. The documents referred to in such certificate shall be attached to such certificate. The good standing certificate for the Company Registration Rights Agreement, (D) the Newco Registration Rights Agreement, (E) the JDOA, (F) the Certificate of Designations as filed with shall be issued by the Secretary of State of the State of Delaware, Utah with the issuance date no earlier than five (G5) the License Agreements, (H) a customary secretary's certificate from the secretary of the Company, including a certificates as Business Days prior to the incumbency of the officers of the Company executing any of the Transaction Documents, Initial Closing Date; and (Iv) certificates as to the incumbency of the officers of EIS and EPIL executing any of the Transaction Documents and (J) any such other documents or instruments as the Buyer reasonably requested by a party hereto; requests and (c) are reasonably necessary to consummate 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 by EIS pursuant to the Put Event and (ii) the fourteen month anniversary of the Put EventTransactions.

Initial Closing; Delivery. (i) On or before the Initial Closing Date, ------------------------ subject to the terms and conditions hereof: : (ai) 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 ; Company; (bii) the parties hereto EIS shall execute and deliver or cause to each otherbe executed and delivered to the Company: (A) the Company Registration Rights Agreement, (B) the Newco Registration Rights Agreement, (C) the JDOA, and (D) the Elan License Agreement; (iii) the Company shall execute and deliver or cause to be executed and delivered to EIS, as applicable, : (A) certificates representing 1,000 4,944.44 shares of Series A Preferred Stock and 344,116 Stock, 2.7 million shares of Common Stock and 1,116.79 shares of Series C Preferred 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 DelawareNevada, (F) the JDOA, (G) the Company License AgreementsAgreement, (H) the pledged shares including the Stock Powers executed pursuant to Section 7 hereof, (I) a customary secretary's certificate from the secretary of the Company, including a certificates certificate as to the incumbency of the officers of the Company executing any of the Transaction Documents, (IJ) certificates as to the incumbency of the officers of EIS and EPIL executing any of the Transaction Documents Cross Receipt, and (JK) any other documents or instruments reasonably requested by a party heretoEIS; and and (civ) the Company shall cause to be delivered to EIS an opinion of counsel in the a form attached hereto as Exhibit E.reasonably satisfactory to EIS. (iiv) 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 cause to be delivered to EIS, the rightdelivery of which shall be a condition to EIS's obligations hereunder, exercisable for 30 days, a letter from Nasdaq confirming to require EIS to purchase shares of the 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 approval of the shares of Company Common Stock purchased Company's stockholders is not required to consummate the transactions contemplated by EIS pursuant to the Put Event and (ii) the fourteen month anniversary of the Put Eventthis Agreement.