Investor Closing Deliveries. The Investor acknowledges and agrees that the obligations of the Company shall be subject to the following conditions:
Investor Closing Deliveries. At each Draw Down Closing and the Contingency Tranche Closing:
(a) subject to Section 9.2(a), the applicable Preferred B Investor will deliver, or cause to be delivered, to the Company the applicable Purchase Price in respect of the Preferred B Shares that such Preferred B Investor is purchasing at such Closing, in each case in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to such Closing;
(b) subject to Section 9.2(a), the applicable Note Investor will deliver, or cause to be delivered, to the Company the applicable Loan Amount in respect of the Secured Notes that such Note Investor is purchasing at such Closing, in each case in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to such Closing.
(c) each Preferred B Investor will deliver, or cause to be delivered to the Company a certificate of an officer of the Investor, dated the applicable Closing Date (the “Investor Certificate”), in the form attached hereto as Exhibit E.
Investor Closing Deliveries. At the Closing, Investor shall deliver the following to the Company:
(a) $2,000,000 (the “Purchase Price”) by wire transfer of immediately available funds to an account designated by the Company; and
(b) A duly executed counterpart signature page to the Company’s stockholders agreement in the form attached hereto as Exhibit A (the “Stockholders Agreement”) agreeing to be bound by the terms thereof (as supplemented in Section 5.7 hereof).
Investor Closing Deliveries. At or prior to Closing, the Investor shall deliver or cause to be delivered to the Company, the following:
(a) a copy of the Security Documents, duly executed by the Investor and a copy of the Services Agreement, duly executed by the Parent;
(b) payment for the Units purchased at the Closing in accordance with Section 2.2;
(c) payment for the Convertible Debentures purchased at the Closing in accordance with Section 3.2;
(d) consent from the Investor’s Nominees to the Board to be appointed as a director of the Company;
(e) a certificate from a duly authorized officer of the Investor certifying (A) the Notice of Articles, (B) the Articles, (C) the incumbency of certain officers of the Investor executing any of the Closing Documents; and (D) the resolutions of the Board approving the execution, delivery and performance of this Agreement, the Services Agreement and the Convertible Debenture and the consummation of the transactions contemplated hereunder;
(f) a certificate of the Investor, signed on behalf of Investor, without personal liability, by an executive officer of the Investor acceptable to the Company, addressed to the Company and dated the Closing Date certifying that (i) all representations and warranties of the Investor set forth in this Agreement are true and correct in all material respects as at the Closing Date, with the same force and effect as if made by the Investor as at the Closing Date (except (A) to the extent that such representations and warranties are qualified by materiality such representations and warranties shall be true and correct in all respects; and (B) to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) the Investor has, in all material respects, performed all of its obligations and complied with the terms and conditions of this Agreement required to be performed or complied with on or prior to the Closing Date; and
(g) such other instruments or documents, in registrable form or otherwise, in respect of the Convertible Debenture and the Security Documents as the Company may reasonably require to assure the completion of the transactions contemplated by this Agreement, as contemplated in this Agreement.
Investor Closing Deliveries. At or prior to the Closing Time, the Investor shall deliver or cause to be delivered to the Company, the following:
(a) payment of the Subscription Proceeds in accordance with Section 2.3;
(b) the Venture Agreements duly executed and delivered by the Investor and its designated Affiliate;
(c) the Off-take Agreement duly executed and delivered by the Investor and its designated Affiliate;
(d) the Transfer Pricing Agreement duly executed and delivered by the Investor;
(e) the Investor Rights Agreement duly executed and delivered by the Investor (or its designated Affiliate);
(f) a consent from each of the Investor’s Nominees to act as a director of the Company; and
(g) a certificate from a duly authorized officer of the Investor certifying (i) the constituting documents of the Investor, (ii) the incumbency of certain officers of the Investor, (iii) the resolutions of the board of directors of the Investor approving the execution, delivery and performance of the Investor’s obligations under each of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereunder and thereunder; and (iv) that all of the representations and warranties made by the Investor in this Agreement are true and correct on the Closing Date in all material respects as if made on the Closing Date (other than those that speak to a specific date, in which case they shall have been true and correct in all material respects on such date).
Investor Closing Deliveries. On the Closing Date, the Investors shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by the Investors; and
(ii) the payment of the 19,500,000, in the manner specified in Section 3.1 above.
Investor Closing Deliveries. At the Closing:
(a) subject to Section 9.2(a), the Preferred Note Investor will deliver, or cause to be delivered, to the Company the Loan Amount in respect of the Preferred Notes that the Preferred Note Investor is purchasing at Closing, in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to Closing.
(b) the Preferred Note Investor will deliver, or cause to be delivered to the Company a certificate of an officer of the Investor, dated the Closing Date (the “Investor Certificate”), in the form attached hereto as Exhibit L.
Investor Closing Deliveries. The ML Parties’ Representative shall have received the closing deliveries set forth in Section 3.4.
Investor Closing Deliveries. At the Closing, the Investor (on behalf of itself or, the Sponsor, as applicable) shall deliver to the ML Parties:
(a) the A&R Registration Rights Agreement, duly executed by the Investor;
(b) the Restated and Amended Shareholders’ Agreement, duly executed by the Investor;
(c) evidence that the Investor A&R Memorandum and Articles will be in effect conditional upon Closing;
(d) the deliverables pertaining to the Investor set out in Section 11.3 of the Investment Agreement;
(e) the written resignations of all of the directors and officers of the Investor (other than any such Persons who will continue as directors following the Closing), effective as of the Closing;
(f) an extract of the register of members of the Investor to evidence the issuance of the Closing Investor Class C Shares; and
(g) the Cash Contribution Agreement, duly executed by the Investor.
Investor Closing Deliveries. At or prior to Closing, the Investor shall deliver or cause to be delivered to the Company, the following, all of which shall be in form and substance satisfactory to the Company, acting reasonably:
(a) Written confirmation of registration instructions for the Subscription Shares;
(b) payment of $80,000,000, representing the Investment Proceeds, in accordance with Section 2.2;
(c) consent from each Investor's Nominee to the Board to be appointed as a director of the Company;
(d) a certificate from a duly authorized officer of the Investor certifying: (A) the constating documents of the Investor, (B) the incumbency of certain officers of the Investor; and
