Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Notes and Second Closing Warrants to the Escrow Agent and each Subscriber will deliver his portion of the respective Purchase Price to the Escrow Agent. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, the Actual Effective Date, and the Second Closing Date, as if such representations and warranties were made and given on all such dates, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Notes and Second Closing Warrants, (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 11 of this Agreement, (iv) representing its timely compliance by the Company of the Company’s listing requirements set forth in Sections 9(d) and 9(q) of this Agreement, and (v) certifying that an Event of Default has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes, and Second Closing Warrants (“Second Closing Legal Opinion”). The Second Closing Legal Opinion must also state that all of the Registrable Securities have been included for registration in an effective registration statement effective as of the Actual Effective Date and Second Closing Date.
Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, (iii) adopting and renewing the covenants and representations set forth in Sections 5, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, (iv) representing timely compliance by the Company with the Second Closing Condition, (v) representing the timely compliance by the Company with the Company’s applicable registration requirements set forth in Section 11 of this Agreement except as described in Section 1(c) above, and (vi) certifying that an Event of Default or an event that with the passage of time or the giving of notice could become an Event of Default except as described in Section 1(c) above, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes and Second Closing Warrants (“Second Closing Legal Opinion”).
Second Closing Deliveries. (a) At the Second Closing, the Borrower shall deliver or cause to be delivered to each Lender the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES"):
(i) a Note, in the aggregate principal amount of the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A registered in the name of such Lender;
(ii) a Warrant, duly executed by the Borrower and registered in the name of such Lender, pursuant to which such Lender shall have the right to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "Second Closing - Warrant Shares";
(iii) a security agreement, duly executed by Opco, the Administrative Agent and each other Lender, in the form attached hereto as Exhibit F (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT");
(iv) a mortgage agreement, duly executed by Opco, the Administrative Agent and each other Lender, in the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, the "MORTGAGE");
(v) a guarantee agreement, duly executed by Opco, the Borrower and each other Lender, in the form attached hereto a Exhibit E (as amended, supplemented or otherwise modified from time to time, the "GUARANTEE AGREEMENT");
(vi) evidence of proper applications made to, and approvals received from, each Trading Market with respect to the trading of Underlying Securities thereon;
(vii) the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent and such Lender;
(viii) a legal opinion of Hungarian counsel to the Borrower and Opco as to certain matters (including, without limitation, perfection, tax and qualification matters) arising under the Guarantee Agreement and the Security Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and such Lender;
(ix) any and all consents from all Persons that are necessary or reasonably required by the Administrative Agent or such Lender in connection with the Transaction Documents, including, without limitation (1) the consents and certificate referred to in Section 6.1(g), and (2) relating to the Republic of Hungary or any local governmental authority contained therein;
(x) an officer's certificate reasonably satisfactory to the Lenders from an officer of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied;
(xi) appropriate lien and record ...
Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, (iii) adopting and renewing the covenants and representations set forth in Sections 5, 7, 8, 9, 10, 11, 12 and 13 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or an event that with the passage of time or the giving of notice is reasonably likely to become an Event of Default has not occurred. A legal opinion identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, shall be delivered to each Subscriber on the Second Closing Date (“Second Closing Legal Opinion”).
Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, and (iii) adopting and renewing the covenants and representations set forth in this Agreement in relation to the Second Closing Date and Second Closing Preferred Stock. A legal opinion nearly identical to the legal opinion referred to in this Agreement shall be delivered to each Purchaser on the Second Closing Date in relation to the Company, Second Closing Notes and Second Closing Preferred Stock (“Second Closing Legal Opinion”).
Second Closing Deliveries. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Second Company Deliverables”):
(i) a certificate evidencing the number of Shares to be delivered to the Investors at the Second Closing as set forth opposite their respective names on Schedule I hereto, registered in the name of such Investor (the number of Shares issuable to each Investor at the Second Closing as set forth opposite its name on Schedule I hereto);
(ii) a Second Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock that equals 40% of the number of Shares issuable to such Investor pursuant to Section 2.4(a)(i); and
(iii) the legal opinion of Company Counsel, in agreed form, addressed to the Investors.
Second Closing Deliveries. At the Second Closing, the following items shall be delivered or events shall occur:
a. Board Seat. MedPlus' Board of Directors shall create a vacancy on the Board and as permitted by Ohio law shall appoint a designee of Quest Diagnostics to fill such vacancy.
Second Closing Deliveries. At the Second Closing:
(a) HomeMark shall deliver to each of the Stockholders a stock certificate (together with stock powers for each certificate, executed in blank) evidencing that number of shares of Subsidiary Stock to which such Stockholder is entitled to receive pursuant to Section 2 above.
(b) Each Stockholder shall deliver to HomeMark a stock certificate (together with stock powers for each certificate, executed in blank, and bearing a bank or brokerage firm signature guarantee medallion in accordance with federal regulations, or DTC transfer instructions as prescribed by HomeMark if such Stock is held in a brokerage account) evidencing that number of shares of Stock to which such Stockholder is required to deliver to HomeMark pursuant to Section 2 above.
Second Closing Deliveries. At the Second Closing:
(a) The Investor shall pay US$13,000,000 by wire transfer of immediately available funds to the Closing Account or by such other payment methods as may be mutually agreed upon by the Company and the Investor; and
(b) The Company shall (i) deliver to the Investor, free and clear of any Encumbrance, a share certificate registered in its name or the name(s) of its nominee(s) as directed by the Investor, evidencing the number of Subscribed Shares subscribed by the Investor, (ii) enter the Investor in the register of members of the Company as a holder of the Subscribed Shares subscribed by it, free and clear of any Encumbrance, evidencing the Investor’s Subscribed Shares as having been issued and credited as fully paid, and (iii) deliver to the Investor a certified true copy of the register of members of the Company reflecting the issuance of the Subscribed Shares subscribed by the Investor.
Second Closing Deliveries. On or prior to the Second Closing Date, the Company will deliver or cause to be delivered to the Purchaser:
(a) the Warrant, if the Company Shareholder Approval has been obtained on or prior to the Second Closing Date; or
(b) the Stock Appreciation Right, if the Company Shareholder Approval has not been obtained on or prior to the Second Closing Date; and
(c) any Purchaser Expenses that have accrued following the Initial Closing Date and that are required to be paid in accordance with Section 7.1 hereof, by wire transfer of immediately available funds, which will be paid to the account or accounts that the Purchaser specifies to the Company in writing at least two days prior to the Second Closing Date.
