Second Closing Deliverables Sample Clauses
The "Second Closing Deliverables" clause defines the specific documents, actions, or items that must be provided or completed by the parties at a subsequent closing event following the initial closing in a transaction. Typically, this clause outlines what each party is responsible for delivering—such as updated certificates, consents, or additional payments—at the second closing date. Its core practical function is to ensure that all necessary conditions and obligations that could not be fulfilled at the first closing are clearly identified and completed at the appropriate later stage, thereby facilitating a smooth and orderly completion of the transaction.
Second Closing Deliverables. At the Second Closing the parties shall make the following deliveries:
(A) The Company shall have delivered (or shall deliver concurrently with the Second Closing) to each Purchaser the number of the Common Shares to be purchased pursuant to Section 1.1(b), registered in the name of such Purchaser.
(B) Each Purchaser shall deliver concurrently with the Second Closing such Purchaser’s portion of the Second Purchase Price as provided in Section 1.1(b) by wire transfer of immediately available funds to the account provided to the Company at least one (1) Business Day prior to the Second Closing Date;
(C) The Company shall have delivered to such Purchasers such other documents relating to the purchase and sale of the Common Shares contemplated by this Agreement as such Purchasers shall have reasonably requested in connection with the Second Closing; and
(D) The Escrow Agent shall deliver concurrently with the Second Closing the Escrow Funds comprising the Second Purchase Price by wire transfer of immediately available funds to the Company Account; provided, however, that any Purchaser that is an investment company registered under the Investment Company Act of 1940, as amended, shall not be required to deliver the Purchase Price prior to its receipt of the Common Shares purchased by it hereunder.
Second Closing Deliverables. At the Second Closing the parties shall make the following deliveries:
(A) The Company shall have delivered (or shall deliver concurrently with the Second Closing) to each Anchor Investor the number of the Common Shares to be purchased pursuant to Section 1.1(b), registered in the name of such Anchor Investor;
(B) The Company shall have delivered to such Anchor Investor such other documents relating to the purchase and sale of the Common Shares contemplated by this Agreement as such Anchor Investors shall have reasonably requested in connection with the Second Closing; and
(C) The Escrow Agent shall deliver concurrently with the Second Closing the Escrow Funds comprising the Second Purchase Price by wire transfer of immediately available funds to the Company Account; provided, however, that any Anchor Investor that is an investment company registered under the Investment Company Act of 1940, as amended, shall not be required to deliver the Purchase Price prior to its receipt of the Common Shares purchased by it hereunder.
Second Closing Deliverables. (a) On or prior to the Second Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Second Closing Company Deliverables”):
(i) a duly executed Second Closing Notice;
(ii) a legal opinion of each of: (A) Company Counsel, and (B) Company Cayman Counsel, each dated as of the Second Closing Date, executed by such counsel and addressed to the Purchaser, in forms reasonably acceptable to the Purchaser;
(iii) duly executed Irrevocable Share Registrar Instructions acknowledged in writing by the Share Registrar instructing the Share Registrar to reserve such number of Ordinary Shares as is sufficient for the Purchaser to convert in full all Second Closing Shares;
(iv) a certificate of the Director of the Company (the “Second Closing Director’s Certificate”), dated as of the Second Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents, the Certificate of Preferred Shares and the issuance of the Second Closing Shares and underlying Conversion Shares, (b) certifying the current versions of the MA&A, and the Certificate of Preferred Shares and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E;
(v) the compliance certificate referred to in Section 5.1(h) dated as of the Second Closing Date;
(vi) satisfactory evidence of the good standing of the Company and its material subsidiaries in their respective jurisdictions of organization or incorporation;
(vii) a copy of the certificate of incorporation of the Company as in effect on the Second Closing Date;
(viii) a copy of the register of members of the Company updated to show the Purchaser (or the name set forth on the Certificate of Preferred Shares Questionnaire) as the legal owner of the Second Closing Shares; and
(ix) wire instructions for delivery of the Second Closing Subscription Amount, certified by an officer or a director of the Company.
(b) On or prior to the Second Closing, the Purchaser shall deliver or cause to be delivered to the Company the Second Closing Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to a nominated bank account of the Company.
Second Closing Deliverables. (a) On or prior to the Second Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Second Closing Subscription Amount divided by the Stated Value, registered in the name of such Purchaser;
(ii) a certificate certifying that the conditions specified in Section 2.5(b) have been fulfilled;
(iii) a Disclosure Schedule updated through the Second Closing Date; and
(iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer as well as the contact information for an officer of the Company for verbal verification of the wire instructions.
(b) On or prior to the Second Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) such Purchaser’s Second Closing Subscription Amount by wire transfer to the account specified in writing by the Company and verbally confirmed by Purchaser.
Second Closing Deliverables. The Purchaser shall have received (or waived receipt of) those deliverables described in Section 2.07(c).
Second Closing Deliverables. The Company shall have delivered to the Purchaser at the Second Closing the following:
(i) a certificate executed by an officer of the Company on behalf of the Company certifying that the conditions specified in Sections 5.2(a) and 5.2(b) have been satisfied; and
(ii) a Series A Stock Certificate in the name of the Purchaser representing the number of Series A Preferred Shares to be purchased by the Purchaser on the Second Closing Date, duly executed by the Company.
Second Closing Deliverables. Upon the Second Closing, ▇▇▇▇▇ ▇▇▇▇▇ shall deliver or procure to be fulfilled or delivered to XFM the following:
(a) in respect of the JV:
(i) original joint venture contract duly executed by ▇▇▇▇▇ ▇▇▇▇▇ or its nominee for establishment of the JV in the form as mutually agreed by ▇▇▇▇▇ ▇▇▇▇▇ or its nominee and XFM or XFM Nominee;
(ii) original articles of association of the JV duly executed by ▇▇▇▇▇ ▇▇▇▇▇ or its nominee for establishment of the JV in the form mutually agreed to by ▇▇▇▇▇ ▇▇▇▇▇ or its nominee and XFM or XFM Nominee;
(iii) all Consents, approvals, licenses and certificates required for establishment and operation of the JV;
(iv) all corporate records of the JV (including its company chop, seal, finance chop and legal representative chop);
(v) original duly completed and executed documents required for the appointment of directors and legal representative of the JV in the form satisfactory to XFM;
(b) in respect of Tongji
(i) evidence satisfactory to XFM that the construction of the Billboards pursuant to Clause 3.3(e) has been completed and all Billboards are fully operational on a full time and continuous basis and all necessary Consents, licenses and approvals for their construction, erection and operation have been obtained and are validly existing; and
(ii) evidence satisfactory to XFM that the Billboards have been used to continuously place advertisements and generate revenue for XFM or XFM Nominee;
(c) in respect of Hezhong
(i) evidence satisfactory to XFM that the number of operating LCD Screens for which XFM or XFM Nominee have been granted the exclusive advertising rights pursuant to the XFM Hezhong Agreement:
(A) are fully operational on a full time and continuous basis and all necessary Consents, licenses and approvals for their construction, erection and operation have been obtained and are validly existing;
(B) account for more than eighty (80%) Per Cent of the total number of advertising LCD display screens managed by UA Terminals or its affiliates; and
(C) exceed one hundred seventy (170) screens in total; and
(D) all necessary Consents, licenses and approvals for their construction, erection and operation have been obtained and are validly existing; and
(d) in respect of the sales team:
(i) evidence to the satisfaction of XFM that ▇▇▇▇▇ ▇▇▇▇▇ or its nominee has hired a team of professionals with expertise in advertising operations to be primarily responsible for the advertising business to be carried on by XFM or XFM Nominee a...
Second Closing Deliverables. Solely in the event that one or more Exercising Second Closing Investors shall have delivered a Second Closing Election Notice to the Company in accordance with Section 2.1(b) pursuant to which each such Exercising Second Closing Investor shall have elected to purchase each such Exercising Second Closing Investor’s Second Closing Notes on the Second Closing Date, at the Second Closing:
(a) the Company shall deliver or cause to be delivered to each Exercising Second Closing Investor a duly executed Second Closing Note in the principal amount set forth across from such Exercising Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors; and
(b) each Exercising Second Closing Investor shall deliver or cause to be delivered to the Company the aggregate purchase price for the Second Closing Notes purchased by such Exercising Second Closing Investor hereunder, as set forth across from such Exercising Second Closing Investor’s name under the heading “Aggregate Second Closing Purchase Price” on the Schedule of Investors, in U.S. dollars and in immediately available funds, by wire transfer to an account designated in writing to such Exercising Second Closing Investor by the Company for such purpose.
Second Closing Deliverables. At the Second Closing, Crane shall deliver to Feiya a certified copy of the Agreement of Merger filed with the Secretary of State of the State of California evidencing the effectiveness of the Merger.
Second Closing Deliverables. At the Second Closing, if applicable, pursuant to the terms and conditions set forth in this Agreement:
(a) the Obligors shall deliver or cause to be delivered to each Second Closing Investor a Second Closing Note in the principal amount set forth across from such Second Closing Investor’s name under the heading “Principal Amount of Second Closing Note” on the Schedule of Investors, duly executed by the Company;
(b) each Second Closing Investor shall deliver or cause to be delivered to the Company the aggregate purchase price for the Second Closing Notes purchased by such Second Closing Investor hereunder, as set forth across from such Second Closing Investor’s name under the heading “Aggregate Second Closing Purchase Price” on the Schedule of Investors, in U.S. dollars and in immediately available funds, by wire transfer to an account designated in writing to such Second Closing Investor by the Company for such purpose; and
(c) the Obligors shall deliver or cause to be delivered all other deliverables specified in Section 5.2(a).