Purchaser Deliverables. The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).
Purchaser Deliverables. At the Closing, each Purchaser shall deliver to the Seller:
(i) an executed counterpart of this Agreement;
(ii) the applicable Purchase Price by wire transfer of immediately available funds.
Purchaser Deliverables. On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser; and
(ii) such Purchaser’s Subscription Amount by wire transfer to the account specified by the Company.
Purchaser Deliverables. On or prior to the Closing, the Purchasers shall deliver: (i) the Purchase Price to the Escrow Agent; and (ii) upon the satisfaction of the terms set forth in Section 2.2 hereof as determined by Purchasers in their discretion, written acknowledgement that Purchasers are satisfied with the results of their due diligence review of the Company and its books and records.
Purchaser Deliverables. At Closing, Purchaser shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Title Company or perform the following:
10.3.1 Any documents reasonably requested by Title Company or Seller to evidence Purchaser’s capacity and authority to consummate Closing;
10.3.2 The Assignment;
10.3.3 The Purchase Price; and
10.3.4 A certification stating that the conditions set forth in Section 14.2.1 have been satisfied.
Purchaser Deliverables. Such Purchaser shall have delivered the Purchaser Deliverables in accordance with Section 2.2(b) prior to such Closing Date.
Purchaser Deliverables. The Purchaser shall have delivered the Purchaser Deliverables in accordance with Section 2.2(b), as well as any information required by the Company’s transfer agent in order to establish an electronic book entry for the Purchaser.
Purchaser Deliverables. At the Closing, the Purchaser shall deliver to the Seller:
(i) the officer’s certificate described in Section 8.2(c);
(ii) the PRC Closing Opinion;
(iii) counterparts to transfer agreements, substantially in the forms attached as Exhibit C hereto, and such other agreements as may be required or appropriate under applicable Law of the PRC in order to effect the Transactions, in each case duly executed by the Purchaser or the applicable Subsidiary of the Purchaser;
(iv) certified copies of:
(A) the approval letter of the Chongqing local Office of Financial Affairs in respect of the Guarantee Company (F82) Transfer and the Chongqing Loan Company (F51) Transfer;
(B) the approval letter of MOFCOM in respect of the Guarantee Company (F82) Transfer; and
(C) the filing certificate issued by the MOFCOM and/or the National Development & Reform Commission (including any duly authorized provincial or local office of the National Development & Reform Commission of the People’s Republic of China) (“NDRC”) and the registration with SAFE, or, if the investment is made by a Subsidiary set up by the Purchaser in Shanghai Free Trade Zone (“FTZ”), the filing certificate issued by the Management Committee of FTZ, in connection with Purchaser’s investment in Alipay Singapore E-Commerce (B15) and Libra Capital (A22).
Purchaser Deliverables. On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount by wire transfer to the following account: Bank of America 7000 X. Xxxxxxxxx Blvd., Hazelwood, MO 63042 A/C of StationDigital Corporation ABA Routing No.: Account No.: Provided that (i) Purchaser has satisfied all conditions set forth in this paragraph (c), and (ii) the Company has accepted and executed this Agreement, the Notes and Warrants purchased by Purchaser will be delivered by the Company promptly following the Closing Date and the Purchaser’s Subscription Amount shall be released to the Company by the Escrow Agent upon the written instruction of the Company. In the event that a Closing does not occur, Purchaser’s funds will be returned by the Escrow Agent to Purchaser.
Purchaser Deliverables. Purchaser shall deliver to Seller (or to Company as expressly provided below), at or prior to the Closing, each of the following:
(A) the Estimated Cash Consideration, the LVMH Note duly executed by Purchaser and the G-III Stock Consideration (which may be evidenced by delivery of an instruction letter from Purchaser to its transfer agent, reasonably acceptable to Seller, irrevocably instructing such transfer agent to issue the G-III Stock Consideration to Seller, in a physical stock certificate or in book-entry form as directed by Seller, and a written acknowledgment from such transfer agent as to its receipt of and agreement to comply with such irrevocable instructions);
(B) cash to the Company in an amount sufficient to pay off all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing), which cash shall be used by the Company and its Subsidiaries to repay all Financial Debt (including the LVMH Intercompany Debt which shall be paid at Closing but not the items listed on Appendix B) and Purchaser and Seller shall cause the repayment of the LVMH Intercompany Debt to occur at the Closing;
(C) a certificate executed on behalf of Purchaser by an officer of Purchaser representing and warranting that the conditions set forth in Section 7.3(b) have been satisfied;
(D) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Purchaser certifying as to the resolutions adopted by the board of directors of such entity authorizing the execution, delivery and performance of this Agreement and the consummation of the Transaction and the other transactions contemplated by this Agreement;
(E) a counterpart, duly executed by the Purchaser, of an Assignment and Assumption Agreement, in the form attached hereto as Exhibit C (the “Assignment and Assumption Agreement”); and
(F) a counterpart, duly executed by the Purchaser, of a Registration Rights Agreement, in the form attached hereto as Exhibit D (the “Registration Rights Agreement”).
