Investor Deliveries at the Closing. At the Closing, the Investor shall deliver the Purchase Price to the Company by wire transfer of immediately available United States Dollar funds to a bank account designated by the Company, which account information shall be delivered to the Investor at least three (3) Business Days prior to the Closing Date.
Investor Deliveries at the Closing. At the Closing:
(a) Each Investor shall pay to the Company an amount in same-day funds equal to such Investor’s Purchase Price by wire transfer to a bank account designated in writing by the Company prior to the Closing;
(b) The MatlinPatterson Investor shall deliver to the Company a duly-executed counterpart of the MatlinPatterson Registration Rights Amendment attached hereto as Exhibit E;
(c) The Mast Investor shall deliver to the Company a duly executed counterpart of the New Registration Rights Agreement attached hereto as Exhibit F;
(d) The Investors shall deliver to the Company a duly completed Accredited Investor Questionnaire attached hereto as Exhibit G.
(e) The applicable Investors shall deliver to the Company each of the other certificates and documents listed in Part I of Exhibit C.
Investor Deliveries at the Closing. 6 Section 2.4 Company Deliveries at the Closing. 6
Investor Deliveries at the Closing. At the Closing, the Investor shall deliver to the Company:
(a) the Net Purchase Price by wire transfer of same-day funds to a bank account designated in writing by the Company at least three Business Days prior to the Closing;
(b) a counterpart of the Registration Rights Agreement, duly executed by the Investor;
(c) a counterpart of the Shareholders Agreement, duly executed by the Investor;
(d) each of the opinions, certificates and documents required to be delivered by the Investor at the Closing pursuant to Section 6.2; and
(e) such other instruments, agreements, opinions, certificates and documents as may be reasonably requested by the Company in order to consummate the Transactions.
Investor Deliveries at the Closing. At the Closing, each Investor shall deliver, or cause to be delivered by Greenwood Investments, Inc. (“Greenwood”), as collateral agent for the Investors, to the Company:
(a) an amount in same-day funds equal to such Investor’s Investment Amount by wire transfer to a bank account designated in writing by the Company prior to the Closing;
(b) a duly executed counterpart of the Investors Agreement attached hereto as Exhibit D;
(c) a duly executed counterpart of the Voting Agreement attached hereto as Exhibit E;
(d) a duly executed counterpart of the Security Agreement attached hereto as Exhibit F-1, and a duly executed counterpart of the IP Security Agreement attached hereto as Exhibit F-2;
(e) a duly executed counterpart of the Pledge Agreement attached hereto as Exhibit G; and
(f) a duly executed counterpart of the Subordination Agreement attached hereto as Exhibit H.
Investor Deliveries at the Closing. At the Closing, the Investor shall deliver to the Company, subject to Section 1.7:
(a) an amount in same-day funds equal to the sum of (A) the Stock Purchase Price and (B) $30,000,000, less (C) the sum of (x) an origination fee for the Subordinated Debt equal to $200,000 and (y) an amount equal to the reimbursable Expenses (as defined in Section 7.2(a)), by wire transfer to a bank account designated in writing by the Company at least two Business Days prior to the Closing; 2
(b) a certificate executed on behalf of the Investor by its Managing Member to the effect that the Investor's representations and warranties in Article III are true and correct as of the date of the Closing;
(c) one or more invoices itemizing the reimbursable Expenses; and
(d) the Note Agreement, Registration Rights Agreement and Non-Competition Agreement duly executed by the Investor.
Investor Deliveries at the Closing. At the Closing, the Investor shall deliver to the Company the Subscription Price by wire transfer of same-day funds to a bank account designated in writing by the Company at least two Business Days prior to the Closing.
Investor Deliveries at the Closing. At the Closing, Investor will deliver or cause to be delivered to the Company the following:
(a) a written acknowledgment of Investor’s receipt of one or more certificates representing the Shares;
(b) the Purchase Price, in immediately available funds, in the manner set forth in Section 2.01;
(c) a certificate of an authorized officer of Investor pursuant to Sections 6.03(a) and 6.03(b);
(d) the Stockholders Agreement, duly executed by Investor; and
(e) such other documents as are reasonably required by the Company to be delivered to effectuate the Transactions or to evidence the authority, existence and good standing of Investor; provided, however, that the Company shall use its reasonable best efforts to identify such documents to Investor in writing reasonably in advance of the anticipated Closing Date. Each document of transfer or assumption referred to in this Article II (or in any related definition set forth in Article I) that is not attached as an Exhibit to this Agreement shall be in customary form and shall be reasonably satisfactory in form and substance to the parties hereto, but shall contain no representations, warranties, covenants and agreements other than those specifically contemplated by this Agreement.
Investor Deliveries at the Closing. At the Closing, (x) TD Marine shall deliver or cause to be delivered to the Seller Entities the Acquired Equity Interest Assignment and (y) the Investor shall deliver or cause to be delivered to the Seller Entities:
(i) The Employment Agreements, duly executed by Marine Transportation (or one of its designated Affiliates).
(ii) The Security Agreement, duly executed by the Investor and an affiliate of the Investor.
(iii) The Parent Guaranty, duly executed by the Parent.
(iv) An opinion of Akin Gump Xxxxxxx Xxxxx & Xxxx, LLP, in the form of Exhibit N.
(v) All other Transaction Agreements required to be delivered by the Investor Parties, duly executed by or on behalf of such Investor Party.
(vi) Delivery of the Units issued by the Parent to Grifco or its designee(s) and that portion of the Cash Consideration required pursuant to Section 2(c)(i)(A).
Investor Deliveries at the Closing. On the Closing Date, the Investors shall deliver to the Company:
