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 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. (a) At the Second Closing, the Company shall deliver or cause to be delivered the following items to the Series D Investors, against payment by the Series D Investors of the Second Closing Consideration:
(i) a duly issued share certificate representing the Second Closing Shares purchased by each Series D Investor pursuant to Section 2.2(b);
(ii) a compliance certificate dated as of the Second Closing Date signed by the Chief Executive Officer of the Company and each Founder certifying that all the conditions specified in Section 6.2 have been fulfilled;
(iii) executed counterparts of the Escrow Agreement;
(iv) certified copies of the directors’ resolutions and/or shareholders’ resolutions of the Company and other Group Companies, where appropriate, approving, among other things, (A) the issuance and sale of the Second Closing Shares to the Series D Investors, (B) the issue of new share certificates in respect of the Second Closing Shares, and (C) the execution of the Escrow Agreement;
(v) the duly executed resolutions of the Board of the Company disapplying the grandfathered provisions of the International Business Companies Act of the British Virgin Islands, the new Memorandum and Articles of Association of the Company in a form compliant with the Business Companies Act of the British Virgin Islands, which shall have been adopted and filed by the Company with, and registered by, the British Virgin Islands Registry of Corporate Affairs prior to or on the Second Closing Date;
(vi) a certificate signed by the Chief Executive Officer of the Company and each Founder attaching (A) the then effective Memorandum and Articles of Association of the Company, (B) copies of resolutions approved by the shareholders and Board of the Company in connection with the transactions contemplated hereby, and (C) a certificate of incumbency of the Company; and
(vii) the legal opinions issued by Walkers and Fangda Partners, dated as of the Second Closing, in substantially the respective form attached hereto as Exhibit H.
(b) At the Second Closing, each of the Series D Investors shall, severally but not jointly, deliver or cause to be delivered:
(i) the aggregate purchase price amount set forth opposite its name in the third column of Exhibit A1 hereto, by wire transfer in immediately available funds to the bank account designated by the Escrow Agent (the “Escrow Account”) to be held upon and released in accordance with the terms of this Agreement and the Escrow Agreement (each, t...
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. The Purchaser must have delivered to the Company at the Second Closing the following:
(i) an amount equal to the Second Purchase Price, by wire transfer of immediately available funds to an account specified by the Company; and
(ii) a certificate executed by an officer of the Purchaser and the Manager on behalf of the Purchaser or the Manager, as applicable, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been satisfied.
Second Closing Deliverables. At the Second Closing the parties shall make the following deliveries:
(i) The Company shall deliver to the Investor the number of the Common Shares to be purchased pursuant to Section 1.1(b), registered in the name of the Investor as evidenced by one or more certificates dated the Second Closing Date and bearing the appropriate legends as herein provided for;
(ii) The Company shall deliver to the Investor such other documents relating to the purchase and sale of the Common Shares contemplated by this Agreement as the Investor shall have reasonably requested in connection with the Second Closing;
(iii) The Investor shall deliver concurrently with the Second Closing the Second Purchase Price by wire transfer of immediately available funds to the Company Account; and
(iv) The Company shall contribute the aggregate amount of the Second Purchase Price (or such lesser amount agreed to in writing by the Investor) to the Bank by wire transfer of funds available upon receipt of the Second Purchase Price.
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, 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).
