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 ISYH Common Stock. ISYH shall issue and deliver to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common Stock, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions of the corporate Secretary of Main Glory . 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 ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock. (B) Simultaneously with the issuance of the ISYH Common Stock described in Paragraph 7(a) above, each Main Glory shareholder will assign and transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and to all of the capital stock of Main Glory owned by such Main Glory Shareholder. To do so, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all of the Main Glory capital stock owned by such Main Glory 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.
Appears in 1 contract
Sources: Exchange Agreement (Allied Artists Entertainment Group Inc)
Procedures at Closing. Provided all conditions precedent Counsel for the Placement Agent shall act as escrow agent for the Closing (the "ESCROW AGENT"). At the 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 have been satisfied or waivedDate, at Closing each party shall execute and deliver in such other instruments, certificates, authorizations, releases, resolutions and documents form as may be necessary reasonably acceptable to effect the transactions described in Placement Agent and its counsel.
(ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or as a Vice President thereof, certifying that attached thereto is otherwise required a true and correct copy of resolutions adopted by this Agreement and the following shall occur:
Company's Board of Directors authorizing (A) Issuance the execution, delivery and performance of ISYH Common Stock. ISYH this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Prepaid Warrants, the Incentive Warrants and other documentation related to the Offering and (B) the reservation for issuance and issuance of 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 issue and deliver to the Main Glory Shareholders an aggregate Escrow Agent a certificate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common Stock, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions good standing of the corporate Company, dated as of a recent date, from the Secretary of Main Glory . Such issuance shall constitute an exempt transaction pursuant to Section 4(2) State of the Exchange Act and such exemption shall be appropriately documented and Non-dilutive Commonwealth of existing ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common StockVirginia.
(Biv) Simultaneously with Each Investor shall deliver to the issuance Escrow Agent two executed copies of the ISYH Common Stock described in Paragraph 7(aSecurities 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) above, each Main Glory shareholder will assign and Each Investor shall have delivered by wire transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and an escrow account designated by the Escrow Agent an amount equal to all the aggregate purchase price of the capital stock of Main Glory owned Units(s) being purchased by such Main Glory Shareholder. To do soInvestor.
(vi) The Company shall have delivered to the Escrow Agent the duly executed Prepaid Warrants and Incentive 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 the Closing, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all less the Placement Agent Fee (as defined below), out of the Main Glory capital stock owned by such Main Glory Shareholder, with such certificate to be duly endorsed funds on deposit in blank or accompanied by an irrevocable stock power and assignment separate the escrow account received 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 exchangeInvestors whose Securities Purchase Agreements have been accepted.
Appears in 1 contract
Sources: Placement Agency Agreement (Fastcomm Communications Corp)
Procedures at Closing. Provided all conditions precedent At the Closing:
(i) The Placement Agent on behalf of itself and the Subscribers shall receive the opinion of Company Counsel in form and substance reasonably satisfactory to the Placement Agent.
(ii) At the Closing, the Placement Agent will have received a signed letter from independent public accountants for the Company in form and substance reasonably satisfactory to the Placement Agent.
(iii) Counsel for the Placement Agent and Company Counsel shall receive certificates from the Company, signed by the President or a Vice President thereof, certifying (A) that the representations and warranties contained in Section 2 hereof are true and accurate at the Closing have been satisfied or waivedwith the same effect as though expressly made at the Closing; and (B) that attached thereto is (1) a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (i) the execution, at Closing each party shall execute delivery 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 performance of this Agreement and the following shall occur:Ancillary Documents, and (ii) the issuance of the Securities and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (2) a true and correct copy of a resolution adopted by the Company's Board of Directors and by each of the Company's Subsidiaries, authorizing the execution, delivery and performance of each document to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(Aiv) Issuance There shall be delivered on behalf of ISYH Common Stock. ISYH each Subscriber one copy of the Subscription Agreement signed by each Subscriber and one copy of the Questionnaire signed by each Subscriber.
(v) The Placement Agent shall issue have received certificates of good standing of the Company, dated as of a recent date, from the Secretary of State of the jurisdiction of its incorporation and deliver certificates of good standing of each of the Company's Subsidiaries, dated as of a recent date, by the Secretary of State of the jurisdictions of incorporation of the Subsidiaries.
(vi) At the Closing the Placement Agent shall instruct the Bank to pay to the Main Glory Shareholders an aggregate Company out of 63,811,443 the funds on deposit in the Account, as such funds are received from Subscribers whose Subscriptions have been accepted.
(Sixty three million eight hundred eleven thousand four hundred forty three vii) The Placement Agent shall receive documentation, in form and substance reasonably acceptable to the Placement Agent, that (a) the Remaining Transaction has been successfully consummated, (b) this Agreement has been assigned and assumed by the Remaining Company, either by written assignment and assumption or as a matter of law, (c) the Remaining Company delivers a schedule which indicates the authorized, issued and outstanding capital stock of the Company immediately upon the consummation of the Closing, (d) the Remaining Company evidences to the Placement Agent that the issuance, sale and delivery of the Securities have been duly authorized by all requisite corporate action of the Remaining Company, and when so issued, sold and delivered, (i) the shares of unregistered ISYH Common StockCapital Stock will be validly issued and outstanding, duly executed and delivered, fully paid and non-assessablenonassessable, free and clear of all liens liens, charges, claims, encumbrances, restrictions or preemptive or any other similar rights and encumbrances of any kindthe Remaining Company shall have paid all taxes, to be distributed among the Main Glory Shareholders and to third-party consultants if any, in accordance with the written instructions respect of the corporate Secretary issuance thereof;(ii) the shares of Main Glory . Such issuance shall constitute an exempt transaction pursuant Capital Stock will not be subject to Section 4(2) preemptive or any other similar rights of the Exchange shareholders of the Remaining Company or others which rights shall not have been waived prior to the time of acceptance by the Remaining Company of the first Subscriber's Subscription Agreement and (iii)the offer and sale of the Securities was exempt from the registration requirements of the Securities Act and such exemption shall be appropriately documented the rules and Non-dilutive of existing ISYH Common Stock. The ISYH Common Stock to be regulations promulgated thereunder and the Securities have been issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stockin compliance with all applicable federal securities laws.
(B) Simultaneously with the issuance of the ISYH Common Stock described in Paragraph 7(a) above, each Main Glory shareholder will assign and transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and to all of the capital stock of Main Glory owned by such Main Glory Shareholder. To do so, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all of the Main Glory capital stock owned by such Main Glory 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.
Appears in 1 contract
Sources: Placement Agreement (Sands Steven B)
Procedures at Closing. Provided all conditions precedent Counsel for the Placement Agent shall act as escrow agent for the 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 applicable Closing have been satisfied or waivedDate, at Closing each party shall execute and deliver in such other instruments, certificates, authorizations, releases, resolutions and documents form as may be necessary reasonably acceptable to effect the transactions described in Placement Agent and its counsel.
(ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or as a Vice President thereof, certifying that attached thereto is otherwise required a true and correct copy of resolutions adopted by this Agreement and the following shall occur:
Company's Board of Directors authorizing (A) Issuance the execution, delivery and performance of ISYH Common Stock. ISYH this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Prepaid Warrants, the Incentive Warrants and other documentation related to the Offering and (B) the reservation for issuance and issuance of 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 issue and deliver to the Main Glory Shareholders an aggregate Escrow Agent a certificate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common Stock, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions good standing of the corporate Company, dated as of a recent date, from the Secretary of Main Glory . Such issuance shall constitute an exempt transaction pursuant to Section 4(2) State of the Exchange Act and such exemption shall be appropriately documented and Non-dilutive State of existing ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common StockNew York.
(Biv) Simultaneously with Each Investor shall deliver to the issuance Escrow Agent two executed copies of the ISYH Common Stock described in Paragraph 7(aSecurities 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) above, each Main Glory shareholder will assign and Each Investor shall have delivered by wire transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and an escrow account designated by the Escrow Agent an amount equal to all the aggregate purchase price of the capital stock of Main Glory owned Units(s) being purchased by such Main Glory Shareholder. To do soInvestor at such Closing.
(vi) The Company shall have delivered to the Escrow Agent the duly executed Prepaid Warrants and Incentive 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, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all less the Placement Agent Fee (as defined below), out of the Main Glory capital stock owned by such Main Glory Shareholder, with such certificate to be duly endorsed funds on deposit in blank or accompanied by an irrevocable stock power and assignment separate the escrow account received 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 exchangeInvestors whose Securities Purchase Agreements have been accepted.
Appears in 1 contract
Procedures at Closing. Provided all conditions precedent to At each Closing:
(i) The Placement Agent on behalf of itself and the Investors shall receive the opinion of Company's outside legal counsel, dated as of the applicable Closing have been satisfied or waivedDate, at Closing each party shall execute and deliver in such other instruments, certificates, authorizations, releases, resolutions and documents form as may be necessary reasonably acceptable to effect the transactions described in Placement Agent and its counsel.
(ii) Counsel for the Placement Agent shall receive certificates from the Company, signed by the President or as a Vice President thereof, certifying that attached thereto is otherwise required a true and correct copy of resolutions adopted by this Agreement and the following shall occur:
Company's Board of Directors authorizing (A) Issuance the execution, delivery and performance of ISYH Common Stock. ISYH shall issue this Agreement, the Placement Warrants (as defined below), the Securities Purchase Agreement, the Registration Rights Agreement and deliver other documentation related to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common StockOffering, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions of the corporate Secretary of Main Glory . 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 ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock.
(B) Simultaneously with the issuance of the ISYH Preferred Shares and Warrants and the Common Stock described in Paragraph 7(aand other securities (if any) above, each Main Glory shareholder will assign and transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and to all issuable upon conversion of the capital stock Preferred Shares and exercise of Main Glory owned the Warrants and the Placement Warrants, and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(iii) The Certificate of Designation shall have been accepted for filing with the Secretary of State of Delaware, and a copy thereof certified by such Main Glory Shareholder. To do so, each Main Glory Shareholder will deliver Secretary of State shall be delivered to ISYH its stock the Placement Agent on behalf of itself and the Investors.
(iv) The Placement Agent shall have received a certificate representing all of good standing of the Main Glory capital stock owned by such Main Glory ShareholderCompany, 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 dated as of a national securities exchangerecent date, from the Secretary of State of the State of Delaware.
(v) There shall be delivered on behalf of each Investor two copies of the Securities Purchase Agreement and Registration Rights Agreement signed by each Investor and accepted by the Company.
(vi) Each Investor shall have delivered to the Escrow Agent the full purchase price for his respective number of shares of Preferred Shares and Warrants being purchased at such Closing.
(vii) The Company shall have delivered duly executed certificates (in such denominations as such Investor shall request) representing the Preferred Shares and Warrants being so purchased at such Closing to the Escrow Agent.
(viii) The Company shall have delivered duly executed warrant certificates (in such denominations as the Placement Agent shall request) representing the Placement Warrants being issued to Zanett, its affiliates, assigns or designees at such Closing.
(ix) The Company and the Placement Agent shall instruct the Escrow Agent to pay to the Company the purchase price (the "Purchase Price") for the Preferred Shares and Warrants subscribed for at such Closing, less the Placement Agent Fee (as defined below), out of the funds on deposit in the escrow account, as such funds are received from Investors whose Securities Purchase Agreement have been accepted.
Appears in 1 contract
Procedures at Closing. Provided all conditions precedent Counsel for the Placement Agent shall act --------------------- as escrow agent for the Closing (the "ESCROW AGENT"). At the 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 have been satisfied or waivedDate, at Closing each party shall execute and deliver in such other instruments, certificates, authorizations, releases, resolutions and documents form as may be necessary reasonably acceptable to effect the transactions described in Placement Agent and its counsel.
(ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or as a Vice President thereof, certifying that attached thereto is otherwise required a true and correct copy of resolutions adopted by this Agreement and the following shall occur:
Company's Board of Directors authorizing (A) Issuance the execution, delivery and performance of ISYH Common Stock. ISYH shall issue this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Notes and deliver other documentation related to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common StockOffering, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions of the corporate Secretary of Main Glory . 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 ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock.
(B) Simultaneously with the issuance of the ISYH Common Stock described Notes and the reservation for issuance and issuance of the Note Shares, and certifying that such resolutions have not been modified, rescinded or amended and are in Paragraph 7(afull force and effect.
(iii) aboveThe 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 Delaware.
(iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Note Purchase Agreement and Registration Rights Agreement signed by such Investor, and the Company shall deliver to the Escrow Agent with respect to each Main Glory shareholder will assign Investor two executed copies of its acceptance of the Note Purchase Agreement and Registration Rights Agreement executed by such Investor.
(v) Each Investor shall have delivered by wire transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and an escrow account designated by the Escrow Agent an amount equal to all the aggregate principal amount of the capital stock of Main Glory owned Note(s) being purchased by such Main Glory Shareholder. To do soInvestor at the Closing.
(vi) The Company shall have delivered to the Escrow Agent the duly executed Notes 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 Notes subscribed for at the Closing, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all less the Placement Agent Fee (as defined below), out of the Main Glory capital stock owned by such Main Glory Shareholder, with such certificate to be duly endorsed funds on deposit in blank or accompanied by an irrevocable stock power and assignment separate the escrow account received 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 exchangeInvestors whose Note Purchase Agreements have been accepted.
Appears in 1 contract
Sources: Placement Agency Agreement (Advanced Environmental Recycling Technologies Inc)
Procedures at Closing. Provided all conditions precedent Counsel for the Placement Agent shall act as escrow agent for the Closings (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 applicable Closing have been satisfied or waivedDate, at Closing each party shall execute and deliver in such other instruments, certificates, authorizations, releases, resolutions and documents form as may be necessary reasonably acceptable to effect the transactions described in Placement Agent and its counsel.
(ii) The Company shall deliver to the Escrow Agent certificates from the Company, signed by the President or as a Vice President thereof, certifying that attached thereto is otherwise required a true and correct copy of resolutions adopted by this Agreement and the following shall occur:
Company's Board of Directors authorizing (A) Issuance the execution, delivery and performance of ISYH Common Stock. ISYH shall issue this Agreement, the Securities Purchase Agreement, the Registration Rights Agreement, the Debentures, the Warrants and deliver other documentation related to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common StockOffering, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions of the corporate Secretary of Main Glory . 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 ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock.
(B) Simultaneously with the issuance of the ISYH Common Stock described in Paragraph 7(a) above, each Main Glory shareholder will assign Purchased Shares and transfer to ISYH all of such Main Glory Shareholder's right, title the reservation for issuance and interest in and to all issuance of the capital stock Conversion Shares and the Warrant Shares. CBS shall deliver to the Escrow Agent certificates from CBS, signed by the President or a Vice President thereof, certifying that attached thereto is a true and correct copy of Main Glory owned resolutions adopted by CBS's Board of Directors authorizing (A) the execution, delivery and performance of the Securities Purchase Agreement and the CBS Warrants, and (B) the reservation for issuance of the CBS Shares. Each certificate shall also certify 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 certificates of good standing of the Company and of CBS Corp., dated as of a recent date, from the Secretaries of States of their respective states of incorporation.
(iv) Each Investor shall deliver to the Escrow Agent two executed copies of the Securities Purchase Agreement and Registration Rights Agreement signed by such Main Glory Shareholder. To do soInvestor, each Main Glory Shareholder will and the Company shall deliver to ISYH the Escrow Agent with respect to each Investor, two executed copies of its stock certificate representing all acceptance of the Main Glory capital stock owned Securities Purchase Agreement and Registration Rights Agreement executed by such Main Glory ShareholderInvestor.
(v) Each Investor shall have wire transferred immediately available funds to an escrow account designated by the Escrow Agent in an amount equal to that portion of the aggregate purchase price of the Units(s) being purchased by such Investor due at such Closing.
(vi) The Company shall have delivered to the Escrow Agent the duly executed Debentures and Warrants being purchased by the Investors, with (and, at the First Closing, the duly executed CBS Warrants and certificates evidencing the Purchased Shares being purchased by the Investors) in such certificate denominations as the Investors shall request.
(vii) The Company and the Placement Agent shall instruct the Escrow Agent to be duly endorsed pay to the Company that portion of the purchase price (collectively, the "Purchase Price") for the Units subscribed for due at such Closing, less the Placement Agent Fee (as defined below) and other authorized expenses of the Offering, out of the funds on deposit in blank or accompanied by an irrevocable stock power and assignment separate the escrow account received 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 exchangeInvestors whose Securities Purchase Agreements have been accepted.
Appears in 1 contract
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 At the transactions described in or as is otherwise required by this Agreement Closing:
(i) The Placement Agents on behalf of themselves and the following Subscribers shall occurreceive the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP ("Company Counsel"), dated the Closing date, to the effect that:
(A) Issuance the Company and each of ISYH Common Stock. ISYH shall issue its Subsidiaries is duly organized and deliver 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 Main Glory Shareholders an aggregate Ancillary Documents and is duly qualified as a corporation for the transaction of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common Stock, fully paid business and non-assessable, free and clear of all liens and encumbrances of any kind, is in good standing in each jurisdiction where the failure to be distributed among so qualified might have a material and adverse impact upon the Main Glory Shareholders and to third-party consultants in accordance with the written instructions Company or upon any of the corporate Secretary of Main Glory . 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 ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock.its Subsidiaries;
(B) Simultaneously with the issuance 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 ISYH Common Stock described in Paragraph 7(a) aboveAncillary 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 Main Glory shareholder will assign and transfer 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 ISYH all of such Main Glory Shareholder's right, title and interest in and to all the transactions contemplated by this Agreement) consists of the capital stock described in the Offering Documents and that to the best of Main Glory owned by such Main Glory Shareholder. To do soCompany Counsel's knowledge, each Main Glory Shareholder will deliver there are no outstanding warrants, options, agreements, convertible securities, preemptive rights or other commitments pursuant to ISYH which the Company is, or may become, obligated to issue any shares of its Common Stock or any other capital stock certificate representing or other securities of the Company; all of the Main Glory issued shares of capital stock owned 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 such Main Glory Shareholderreference 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 required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;
(E) to the best of Company Counsel's knowledge, the Company has complied with the requirements of the Securities Act and Regulation D promulgated thereunder and with the requirements of all other published rules and regulations of the Commission currently in effect relating to "private offerings" and/or "accredited investors" of the type made by the Company and the issuance and sale of the Securities is exempt from registration under the Securities Act;
(F) neither the execution and delivery of this Agreement, nor compliance with the terms hereof, nor the consummation of the transactions herein contemplated, has, nor will, conflict with, result in a breach of, or constitute a default under the Charter or By-laws of the Company or of any of its Subsidiaries, or, to Company Counsel's knowledge, any material contract, instrument or document to which the Company or any of its Subsidiaries is a party, or by which any of its properties is bound;
(G) no approval or consent of any court, board or governmental agency, instrumentality or authority of the United States or of any state having jurisdiction or authority over the Company or its Subsidiaries not duly obtained is required for the valid authorization,m issuance, sale and delivery of the Securities (or the Reserve Shares) and the components thereof, other than that required under the United States state "blue sky" laws;
(H) to the best of Company Counsel's knowledge, there are no claims, actions, suits, investigations or proceedings before or by any arbitrator, court, governmental authority or instrumentality pending or, to Company Counsel's knowledge, threatened against or affecting the Company or of any of its Subsidiaries or involving the Company's or any of its Subsidiaries' properties which might adversely affect the business, properties or financial condition of the Company or any of its Subsidiaries, or which might adversely affect the transactions or other acts contemplated by this Agreement of the validity or enforceability of this Agreement, except as set forth in or contemplated by the Offering Documents; and
(I) the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, and to the best of Company Counsel's knowledge, has timely filed all reports required to be filed with the Securities and Exchange Commission, and will be in compliance 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 filing requirements as of a national securities exchangethe Closing Date.
Appears in 1 contract
Procedures at Closing. Provided all conditions precedent to Counsel for the Placement Agent shall act as escrow agent for each Closing have been satisfied or waived, at Closing (the "ESCROW AGENT"). At 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 occurClosing:
(Ai) Issuance of ISYH Common Stock. ISYH The Company shall issue and deliver to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common StockEscrow Agent, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions on behalf of the corporate Secretary of Main Glory . Such issuance shall constitute Placement Agent and the Investors, an exempt transaction pursuant to Section 4(2) opinion of the Exchange Act and Company's outside legal counsel, dated as of the Closing Date, in such exemption shall be appropriately documented and Non-dilutive of existing ISYH Common Stock. The ISYH Common Stock to be issued to form as required by the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common StockSecurities 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) Simultaneously 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 ISYH Common Stock described 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 Paragraph 7(afull force and effect.
(iii) aboveThe 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 Main Glory shareholder will assign 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 ISYH all of such Main Glory Shareholder's right, title and interest in and an escrow account designated by the Escrow Agent an amount equal to all the aggregate purchase price of the capital stock of Main Glory owned Units(s) being purchased by such Main Glory Shareholder. To do soInvestor 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, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all less the Placement Agent Fee (as defined below), out of the Main Glory capital stock owned by such Main Glory Shareholder, with such certificate to be duly endorsed funds on deposit in blank or accompanied by an irrevocable stock power and assignment separate the escrow account received 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 exchangeInvestors whose Securities Purchase Agreements have been accepted.
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