Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for each Closing (the "ESCROW AGENT"). At each Closing:
(i) The Company shall deliver to the Escrow Agent, on behalf of the Placement Agent and the Investors, an opinion of the Company's outside legal counsel, dated as of the Closing Date, in such form as required by the Securities Purchase Agreement.
(ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (A) the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Warrants and other documentation related to the Offering, (B) the execution and filing of the amendment to the Statement of Designation with the Secretary of State of the State of Texas referred to in the Securities Purchase Agreement, and (c) the issuance of the Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(iii) The Company shall deliver to the Escrow Agent a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the State of Texas.
(iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Investor two executed copies of its acceptance of the Securities Purchase Agreement and Registration Rights Agreement executed by such Investor.
(v) Each Investor shall have delivered by wire transfer to an escrow account designated by the Escrow Agent an amount equal to the aggregate purchase price of the Units(s) being purchased by such Investor at such Closing.
(vi) The Company shall have delivered to the Escrow Agent the duly executed Preferred Shares and Warrants being purchased by the Investors in such denominations as the Investors shall request.
(vii) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "PURCHASE PRICE") for the Units subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the...
Procedures at Closing. At the Closing, the parties shall take the following steps (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):
(a) Seller shall deliver to Buyer the documents referred to in Section 2.01(g).
(b) Buyer shall deliver to Seller the documents referred to in Section 2.02(f).
(c) Seller shall deliver to Buyer certificates in valid form evidencing the Shares, duly endorsed in blank or accompanied by duly executed stock powers.
(d) Buyer shall pay the Initial Purchase Price to Seller.
(e) Buyer and Seller shall execute and deliver a cross- receipt acknowledging receipt from the other, respectively, of the Shares and the Initial Purchase Price.
(f) The closing under the Accounts Receivable Purchase Agreement will take place.
Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for the Closing (the "Escrow Agent").
Procedures at Closing. The following shall take place at the Closing:
(a) The Seller shall deliver to Purchaser (i) the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank, (ii) revised bank signature cards as contemplated by Section 3.13 of this Agreement, and (iii) written resignations by the Seller evidencing his resignation from all prior positions as an officer, director, employee and consultant to the Company, subject to Section 9.2 of this Agreement.
(b) Purchaser shall:
(i) Pay to the Seller, by wire transfer of funds or by check, the amount required to be paid to the Seller pursuant to Section 1.2(b).
(ii) Execute and deliver to the Seller the Promissory Note required to be delivered to the Seller pursuant to Section 1.2(a).
(iii) Execute and deliver to the Seller the Second Promissory Note required to be delivered to the Seller pursuant to Section 1.2(b).
Procedures at Closing. At each Closing: ---------------------
(i) The Placement Agent on behalf of the Subscribers shall receive the opinion of Kirkpatrick & Lockhart LLP, dated as of such Closing, substaxxxxxxx xx the fxxx xx Xxhibit F attached hereto.
(ii) The Placement Agent shall receive a certificate of the Company, signed by the President and Secretary thereof, that the representations and warranties contained in Section 5 hereof are true and accurate in all material respects at such Closing with the same effect as though expressly made at such Closing.
(iii) There shall be delivered on behalf of each Subscriber one copy of the Note Purchase Agreement, signed by such Subscriber.
Procedures at Closing. At the Closing:
(i) The Placement Agents on behalf of themselves and the Subscribers shall receive the opinion of Xxxxxxx Xxxxx & Xxxxx LLP ("Company Counsel"), dated the Closing date, to the effect that:
(A) the Company and each of its Subsidiaries is duly organized and validly existing and in good standing under the laws of its incorporation, has all requisite power and authority necessary to own or hold its properties and conduct its business as described in the Ancillary Documents and is duly qualified as a corporation for the transaction of business and is in good standing in each jurisdiction where the failure to be so qualified might have a material and adverse impact upon the Company or upon any of its Subsidiaries;
(B) the Company has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder or contemplated hereby or by any of the Ancillary Documents; the Company has full right, power and authority to issue, sell and deliver the Securities; this Agreement and the Ancillary Documents have been duly authorized, executed and delivered by the Company and are valid and legally binding obligations of the Company, each enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally;
(C) the authorized capital stock of the Company as of the Closing (not giving effect to the transactions contemplated by this Agreement) consists of the capital stock described in the Offering Documents and that to the best of Company Counsel's knowledge, there are no outstanding warrants, options, agreements, convertible securities, preemptive rights or other commitments pursuant to which the Company is, or may become, obligated to issue any shares of its Common Stock or any other capital stock or other securities of the Company; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid an nonassessable;
(D) to Company Counsel's knowledge, the Offering Documents (except as to the financial statements and other financial information set forth in the Offering Documents or incorporated by reference therein, as to which no opinion is expressed) and any amendment or supplement thereto prior to the termination of the Offering, do not contain any untrue statement of a material fact or omit to state a material fact requir...
Procedures at Closing. The following shall take place at the Closing:
(a) The Escrow Agent shall deliver to the Purchaser a notice that he holds the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank.
(b) The Escrow Agent shall:
(i) Pay to the Seller, by wire transfer of funds or by check, the amount required to be paid to the Seller pursuant to Section 1.2.
(ii) Execute and deliver to the Seller the Promissory Note required to be delivered to the Seller pursuant to Section 1.2.
Procedures at Closing. The following shall take place at the Closing:
(a) The Escrow Agent shall deliver to the Purchaser a notice that he holds the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank.
(b) The Escrow Agent shall deliver to the Seller a check for $19,900.
Procedures at Closing. Provided all conditions precedent to Closing have been satisfied or waived, at Closing each party shall execute and deliver such other instruments, certificates, authorizations, releases, resolutions and documents as may be necessary to effect the transactions described in or as is otherwise required by this Agreement and the following shall occur:
(A) Issuance of SKGN Common Stock. SKGN shall issue and deliver to the Sino Shareholders an aggregate of 34,612,000 shares of unregistered SKGN Common Stock, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Sino Shareholders in accordance with the written instructions of the corporate Secretary of Sino. Such issuance shall constitute an exempt transaction pursuant to Section 4(2) of the Exchange Act and such exemption shall be appropriately documented and Non-dilutive of existing SKGN Common Stock. The SKGN Common Stock to be issued to the Sino Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for SKGN Common Stock.
(B) Simultaneously with the issuance of the SKGN Common Stock described in Paragraph 7(a) above, each Sino shareholder will assign and transfer to SKGN all of such Sino Shareholder's right, title and interest in and to all of the capital stock of Sino owned by such Sino Shareholder. To do so, each Sino Shareholder will deliver to SKGN its stock certificate representing all of the Sino capital stock owned by such Sino Shareholder, with such certificate to be duly endorsed in blank or accompanied by an irrevocable stock power and assignment separate from certificate and endorsed in blank. All signatures on stock certificates and stock powers shall bear appropriate Medallion signature guarantees from a bank, trust company or member of a national securities exchange.
Procedures at Closing. At the Closing:
(i) The Placement Agent on behalf of itself and the Investors shall receive the opinion of Xxxxxxxx Ingersoll ("Company Counsel"), dated the Closing date, in such form as may be reasonably acceptable to the Placement Agent and its counsel.
