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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and (xii) any other document reasonably requested by the Administrative Agent or such Lender. (b) At the Second Closing, each Lender shall deliver or cause to be delivered to the Borrower the following: (i) the Second Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purpose; (ii) the Mortgage, duly executed by such Lender; (iii) the Guarantee Agreement, duly executed by such Lender; and (iv) the Security Agreement, duly executed by such Lender.
Appears in 1 contract
Second Closing Deliveries. (ai) At the Second Closing, the Borrower Xxxxxx shall deliver or cause to be delivered to each Lender Buyer and Parent the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(iA) a Notecertificate executed by Xxxxxx, in the aggregate principal amount of dated the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A registered Date, stating that the preconditions specified in the name of such LenderSection 9.2, as they relate to Xxxxxx, have been satisfied;
(iiB) a Warrantan assignment of the Made Second Closing Membership Interests (less any Made Secured Interests finally foreclosed upon by Parent pursuant to the Made Pledge Agreements), 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 LenderXxxxxx, in the form attached hereto as Exhibit F (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT")E;
(ivC) a mortgage agreementFIRPTA Certificate, provided, however, that, notwithstanding anything to the contrary in this Agreement, if the Buyer does not obtain a FIRPTA Certificate from Xxxxxx, the Buyer shall be entitled to proceed with the Second Closing and withhold from the portion of the Second Closing Purchase Price otherwise payable to Xxxxxx the appropriate amounts required to be withheld pursuant to Section 1445 of the Code; and
(D) such other certificates, documents and/or instruments as Buyer may reasonably request to carry out the transactions contemplated by the Second Closing.
(ii) At the Second Closing, Xx Xxxxx shall deliver or cause to be delivered to Buyer and Parent the following:
(A) a certificate executed by Xx Xxxxx, dated the Second Closing Date, stating that the preconditions specified in Section 9.2, as they relate to Xx Xxxxx, have been satisfied;
(B) an assignment of the EZ Second Closing Membership Interests (less any EZ Secured Interests finally foreclosed upon by Parent pursuant to the EZ Pledge Agreements), duly executed by Opco, the Administrative Agent and each other LenderXx Xxxxx, in the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, the "MORTGAGE")E;
(vC) a guarantee agreementFIRPTA Certificate, duly executed by Opcoprovided, however, that, notwithstanding anything to the contrary in this Agreement, if the Buyer does not obtain a FIRPTA Certificate from Xx Xxxxx, the Borrower and each other Lender, in the form attached hereto a Exhibit E (as amended, supplemented or otherwise modified from time Buyer shall be entitled 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 proceed with the Transaction Documents, including, without limitation (1) Second Closing and withhold from 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 portion of the Borrower that each Second Closing Purchase Price otherwise payable to Xx Xxxxx the appropriate amounts required to be withheld pursuant to Section 1445 of the conditions set forth in Section 6.1 hereof has been satisfied;
(xi) appropriate lien and record search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted therebyCode; and
(xiiD) any such other document certificates, documents and/or instruments as Buyer may reasonably requested request to carry out the transactions contemplated by the Administrative Agent or such LenderSecond Closing.
(biii) At the Second Closing, each Lender shall Buyer and/or Parent will deliver or cause to be delivered to each of the Borrower Sellers the following:
(iA) a certificate executed by an officer of each of Buyer and Parent, dated the Second Closing Date, stating that the preconditions specified in Section 9.3, as they relate to Buyer and Parent, have been satisfied;
(B) the Second Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purposeCash Payment;
(iiC) the MortgageSecond Closing Stock Consideration, duly executed by such Lender;
(iii) the Guarantee Agreement, duly executed by such Lenderas applicable; and
(D) such other certificates, documents and/or instruments as the Sellers or the Companies may reasonably requests to carry out the transactions contemplated by the Second Closing.
(iv) On a Business Day on or prior to the Security Agreement90th day following the Second Closing Date, duly Buyer and/or Parent will deliver or cause to be delivered to each of the Sellers the following:
(A) the Second Closing Adjustment Amount; and
(B) a certificate, executed by such Lenderan officer of Buyer or Parent, illustrating in reasonable detail the manner in which the Second Closing Adjustment Amount was calculated.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SFX Entertainment, INC)
Second Closing Deliveries. (a) At Subject to the satisfaction or waiver of the conditions set forth in Section 3.01(b), at the Second Closing, the Borrower Seller shall deliver to Purchaser possession of all of the Second Closing Assets, Purchaser shall assume the Assumed Second Closing Liabilities to Purchaser, and Seller shall deliver (or cause to be delivered delivered) to each Lender Purchaser originals, or copies if specified, of the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(i) counterparts of all Second Closing Related Agreements to which Seller is a Noteparty and counterparts of all agreements, in the aggregate principal amount documents and instruments required to be delivered by Seller pursuant to any of the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A registered Related Agreements to which Seller is a party, in the name of such Lendereach case duly executed by Seller;
(ii) a Warrantcopies of each notice, duly executed by consent, waiver, authorization and approval listed in Section 2.02(b)(ii) of 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 fromDisclosure Schedules, 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 Purchaser (the Administrative Agent “Seller Material Consents”);
(iii) clearance certificates issued under section 6 of the Retail Sales Tax Act (Ontario), section 99 of the British Columbia Social Service Tax Act, section 45 of the Tax Administration and Miscellaneous Taxes Act (Manitoba), section 51 of the Revenue and Financial Services Act (Saskatchewan) and section 56 of the Revenue Tax Act, 1988 (PEI), covering the period up to the Second Closing Date; provided, however, that in the event that any such Lendercertificate is not received by Seller prior to the Second Closing despite Seller’s Best Efforts, then Seller shall deliver such certificate to Purchaser promptly upon receipt;
(iv) a Certificate of Good Standing of Xxxxx Canada issued by the British Columbia Registrar of Companies and a Certificate of Status of Onset issued by the Alberta Registrar of Corporations, in each case dated within three (3) Business Days prior to the Second Closing Date;
(v) true and complete copies of the certified articles of incorporation of each of Xxxxx Canada, Onset and Parent, including all amendments thereto, and a copy of the bylaws of each of them, including all amendments thereto, in each case, certified to be true, complete and correct and in full force and effect by the Secretary or other officer thereof;
(vi) a certificate, dated the Second Closing Date, duly executed by an officer of Seller and Parent pursuant to Sections 3.02(a)(ii) and 3.02(a)(iii) of this Agreement;
(vii) a favourable opinion of Xxxxx LLP, as counsel to Seller, reasonably acceptable to Purchaser as to (i) Seller’s existence and corporate capacity, (ii) that each of this Agreement and the Second Closing Related Agreements to which it is a party have been duly authorized, executed and delivered by Seller and, subject only to customary assumptions, limitations, exceptions and qualifications, constitutes under the laws of the Province of Ontario a valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms, and (iii) that all necessary consents, waivers, authorizations and approvals of, and all registrations, declarations and filings with, any Governmental Entity having jurisdiction over Seller which are required under the laws of the Provinces of British Columbia, Alberta, Ontario and Quebec and the federal laws of Canada applicable in those Provinces for the execution and delivery by Seller of this Agreement and each of the Second Closing Related Agreements to which it is a party and the performance by Seller of its obligations hereunder and thereunder have been obtained.
(viii) a favourable opinion of Ice Xxxxxx LLP, as counsel to Parent, reasonably acceptable to Purchaser, subject to customary in assumptions, qualifications, limitations and exceptions in transactions of a similar size and nature in the United States, as to (i) due organization and valid existence of Parent; (ii) Parent’s requisite power and authority, (iii) due authorization, execution and delivery of this Agreement and the Second Closing Related Agreements to which Parent is a party, and (iv) that no consents, approvals or authorizations of, and no registrations or filings with, any governmental authority or regulatory body of the State of Indiana for the execution and delivery by Parent of this Agreement and the Second Closing Related Agreements to which it is a party and the performance by Parent of its financial obligations hereunder and thereunder except any approvals and actions that have already been obtained or taken;
(ix) any evidence of the release of all Encumbrances on the Second Closing Assets, other than Permitted Encumbrances, each in form and all consents from all Persons that are necessary or substance reasonably required by the Administrative Agent or such Lender in connection with the Transaction Documents, including, without limitation (1) the consents and certificate referred satisfactory to in Section 6.1(g), and (2) relating to the Republic of Hungary or any local governmental authority contained therein;Purchaser; and
(x) an officer's certificate reasonably satisfactory subject to the Lenders from an officer last sentence of Section 13.04 hereof, all such other documents and instruments as Purchaser may reasonably request for the purpose of facilitating the consummation or performance of any of the Borrower that each transactions contemplated by this Agreement or any of the conditions set forth in Section 6.1 hereof has been satisfied;
(xi) appropriate lien and record search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the Second Closing, each Lender shall deliver or cause to be delivered to the Borrower the following:
(i) the Second Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purpose;
(ii) the Mortgage, duly executed by such Lender;
(iii) the Guarantee Agreement, duly executed by such Lender; and
(iv) the Security Agreement, duly executed by such LenderRelated Agreements.
Appears in 1 contract
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 On 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 OpcoDate, 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the Second Closing, each Lender Company shall deliver or cause to be delivered to the Borrower Purchaser the following:
(i) a legal opinion of Company Counsel, which shall be reasonably satisfactory to the Purchaser and Purchaser Counsel;
(ii) a certificate evidencing the Second Closing Shares, registered in the name of the Purchaser;
(iii) a Warrant registered in the name of the Purchaser to purchase up to Forty Million (40,000,000) shares of Common Stock at an exercise price of Six and 25/100 Cents ($0.0625) per share;
(iv) a certificate, duly executed by the inspectors of election appointed for the Special Meeting of Stockholders, certifying the receipt by the Company of the Shareholder Approval;
(v) a certificate, duly executed by its Chief Executive Officer, certifying as to the satisfaction of the conditions set forth in Sections 2.11(b) and 2.12(b);
(vi) a certificate executed by its Secretary having attached thereto (A) the Company’s Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect at the Second Closing Date and evidencing the Authorized Share Approval, (B) the Company’s By-Laws as in effect at the Second Closing Date, (C) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, and (D) good standing certificate with respect to the Company from the Secretary of State of the States of Delaware and New Jersey; and
(vii) pursuant to 4.17(a), the Supplemental Company Schedules.
(b) On the Second Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) the Second Closing Purchase Price, in United States dollars and in immediately available funds, sum of One Million Dollars ($1,000,000.00) by wire transfer to an account designated in writing by accordance with the Borrower for such purpose;Company Wire Transfer Instructions; and
(ii) the Mortgage, duly a certificate executed by each of the Parent and the Purchaser certifying as to the accuracy on such Lender;
(iiiSecond Closing Date of the representations and warranties of the Parent and the Purchaser contained in Sections 3.2(o), 3.2(p), 3.2(q) the Guarantee Agreement, duly executed by such Lender; and
(ivand 3.2(r) the Security Agreement, duly executed by such Lender.
Appears in 1 contract
Samples: Strategic Alliance Agreement (Elite Pharmaceuticals Inc /De/)
Second Closing Deliveries. (a) At the Second Closing, the Borrower Sellers shall deliver or cause to be delivered to each Lender the followingPurchaser, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES"):duly executed and acknowledged where required:
(i) a Note, Deeds for the Real Property included in the aggregate principal amount Eastern MA Purchased Assets in substantially the forms of Exhibit H(1), (2), (3) and (4) hereto, as applicable, pursuant to which the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A registered Real Property included in the name Eastern MA Purchased Assets shall be transferred to Purchaser "AS IS", "WHERE IS" and with all faults but with the benefit of such Lenderany statutory quitclaim covenants;
(ii) A bill of sale for the Eastern MA Purchased Assets in suxxxxntially the form of Exhibit I hereto, to which there shall be attached a Warrant, duly executed list of the specific Purchased Assets purchased by Purchaser at the Borrower and registered in the name of such LenderSecond Closing, pursuant to which such Lender assets (other than Real Property included in such assets) shall have the right be transferred to acquire the number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading Purchaser "Second Closing - Warrant SharesAS IS", "WHERE IS" and with all faults;
(iii) An Assignment and Assumption Agreement with respect to the Eastern MA Assumed Liabilities, to which there shall be attached a security agreement, duly executed list of the specific Assumed Liabilities assumed by Opco, Purchaser at 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")Second Closing;
(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 Lease Assignments with respect to each of the trading of Underlying Securities thereon;
(vii) Branch Leases and ATM Lease Agreements included in the legal opinion of Borrower Counsel, in agreed form, addressed to the Administrative Agent Eastern MA Purchased Assets and such Lender;
(viii) other instruments and documents as any landlord under a legal opinion Branch Lease or ATM Lease Agreement included in the Eastern MA Purchased Assets may reasonably require as necessary or desirable for providing for the assumption by Purchaser 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 such Branch Lease or ATM Lease Agreement, all as applicable, each such instrument and document to be in form and substance reasonably satisfactory to the Administrative Agent parties hereto and such Lenderdated as of the Second Closing Date;
(v) Subject to the provisions of Section 7.3 hereof, Landlords' Consents required under the Branch Leases and ATM Lease Agreements included in the Eastern MA Purchased Assets and any required consents of the landlords to the execution of the Eastern MA Lease Agreements;
(vi) The resignation of Sellers as trustee or custodian, as applicable, with respect to each IRA, Keogh Plan or Employee Pension Plan deposit accouxx inxxxxxd in the Eastern MA Assumed Liabilities and the designation of Purchaser as successor trustee or custodian with respect thereto;
(vii) A limited power of attorney granting Purchaser the authority to execute certain documents on behalf of Sellers in substantially the form of Exhibit M hereto;
(viii) A Servicing Agreement and/or an Additional Residential Mortgage Loan Servicing Agreement, as applicable, if Fleet Residential Mortgage Loans or Additional Residential Mortgage Loans are included in the Eastern MA Purchased Assets;
(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 thereinThe Eastern MA Lease Agreements;
(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 satisfiedThe FIRPTA Affidavits;
(xi) appropriate lien and record search reports showing that there Physical possession of all Eastern MA Purchased Assets as are no liens capable of physical delivery;
(xii) Possession of the BBNA Precious Metals in the possession of Sellers, together with an inventory thereof as of the close of business on the Second Closing Date;
(xiii) Possession of all loan files relating to the Eastern MA Purchased Assets held in the Facilities and collateral security granted in the custody of Sellers relating to the Loans included in the Eastern MA Purchased Assets;
(xiv) The License Agreement;
(xv) A Collateral Agency Agreement and Collateral Assignment Instruments (if such documents are required pursuant to the terms of Section 11.11 hereof);
(xvi) An opinion of counsel of Sellers and Fleet (which opinion shall not be from in-house counsel), dated the Second Closing Date, in form and substance reasonably satisfactory to Purchaser to the effect that: (A) each of Sellers and Fleet is duly organized, validly existing and in good standing under the Mortgage laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (B) this Agreement and the Security Agreementother closing documents delivered and executed by any of the Sellers or Fleet have been duly and validly authorized, executed and delivered by each of Sellers and Fleet and (assuming due authorization, execution and delivery by Purchaser and Sovereign) are legal, valid and binding obligations of each of Sellers and Fleet to the extent it is a party thereto, enforceable against each of Sellers and Fleet in accordance with their respective terms, except as enforcement may be limited by receivership, conservatorship, and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other than Liens expressly permitted therebylaws of general applicability relating to or affecting creditor's rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies; and
(xiixvii) any Such other document documents as are necessary to effect the transfer of the Eastern MA Purchased Assets and the Eastern MA Assumed Liabilities to Purchaser as Purchaser shall reasonably requested by the Administrative Agent or such Lenderrequest.
(b) At the Second Closing, each Lender Purchaser shall deliver or cause to be delivered to the Borrower the followingSellers, duly executed and acknowledged where required:
(i) An Assignment and Assumption Agreement with respect to the Second Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purposeEastern MA Assumed Liabilities;
(ii) Purchaser's acceptance of its appointment as successor trustee or custodian, as applicable, as of the Mortgageclose of business on the Second Closing Date, duly executed by such Lenderof the IRA, Keogh Plan and Employee Pension Plan deposit accoxxxs xxxxxded in the Eastern MA Assumed Liabilities and its assumption of the fiduciary obligations of the trustee or custodian with respect thereto;
(iii) Lease Assignments with respect to each of the Guarantee Branch Leases and ATM Lease Agreements included in the Eastern MA Purchased Assets and such other instruments and documents as any landlord under a Branch Lease or ATM Lease Agreement included in the Eastern MA Purchased Assets may reasonably require as necessary or desirable for providing for the assumption by Purchaser of such Branch Lease or ATM Lease Agreement, as applicable, each such instrument and document in the form and substance reasonably satisfactory to the parties hereto and dated as of the Second Closing Date;
(iv) An opinion of counsel of Purchaser and Sovereign (which opinion shall not be from in-house counsel), dated the Second Closing Date, in the form and substance reasonably satisfactory to Sellers, to the effect that (A) each of Purchaser and Sovereign is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (B) this Agreement and the other closing documents executed and delivered by Purchaser or Sovereign have been duly and validly authorized, executed and delivered by each of Purchaser and Sovereign, and (assuming due authorization, execution and delivery by Sellers and Fleet) are legal, valid and binding obligation of each of Purchaser and Sovereign, to the extent it is a party thereto, enforceable against Purchaser and Sovereign in accordance with their respective terms, except as enforcement may be limited by receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies of the waiver of rights or remedies;
(v) A Purchaser's Letter of Credit, a Collateral Agency Agreement and Collateral Assignment Instruments (if such Lenderdocuments are required pursuant to the terms of such Section 11.11 hereof);
(vi) The SBA Consents for the transfer to Purchaser of the SBA Loans included in Eastern MA Purchased Assets;
(vii) The Eastern MA Lease Agreements;
(viii) A Servicing Agreement and/or an Additional Residential Mortgage Loan Servicing Agreement, as applicable, if Fleet Residential Mortgage Loans or Additional Residential Mortgage Loans are included in the Eastern MA Purchased Assets;
(ix) The License Agreement; and
(ivx) Such other documents as are necessary to effect the Security Agreement, duly executed by such Lendertransfer of the Eastern MA Purchased Assets and the Eastern MA Assumed Liabilities to Purchaser as Sellers shall reasonably request.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Sovereign Bancorp Inc)
Second Closing Deliveries. (a) At the Second Closing, the Borrower Company shall deliver or cause to be delivered to each Lender Call Investor the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(i) a Note, evidence indicating that such number of Call Shares determined in the aggregate principal amount of the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A accordance with Section 2.3(b) have been registered in the name of such LenderCall Investor by book entry, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof);
(ii) a Second Closing Warrant, duly executed by the Borrower and registered issued in the name of such LenderCall Investor, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), pursuant to which such Lender Call Investor shall have the right to acquire the that number of shares Warrant Shares equal to (x) if the Maximum Product Conditions have been satisfied, fifteen percent (15%) of Common Stock indicated opposite the sum of the Initial Call Shares and Additional Call Shares, if any, purchased by such Lender's name on Schedule A under Call Investor at the heading "Second Closing - Warrant or (y) if the Maximum Product Conditions have not been satisfied but the Minimum Product Conditions have been satisfied, forty percent (40%) of the sum of the Initial Call Shares and Additional Call Shares", if any, purchased by such Call Investor at the Second Closing;
(iii) if the VWAP is less than $6.20, a security agreement, duly executed by Opco, the Administrative Agent and each other Lender, Call Exercise Warrant issued in the form attached hereto name of such Call Investor, free and clear of all restrictive and other legends (except as Exhibit F (as amendedexpressly provided in Section 4.1(b) hereof), supplemented or otherwise modified from time pursuant to time, which such Call Investor shall have the "SECURITY AGREEMENT")right to acquire that number of Warrant Shares equal to such Call Investor’s Incremental Warrant Shares;
(iv) a mortgage agreement, duly executed by Opco, the Administrative Agent and each other Lenderlegal opinion of Company Counsel, in the form attached hereto as of Exhibit D (as amendedC-1, supplemented or otherwise modified from time executed by such counsel and delivered to time, the "MORTGAGE")Investors;
(v) a guarantee agreement, duly executed Transfer Agent Instructions acknowledged 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");Company’s transfer agent; and
(vi) evidence of proper applications made to, and approvals received from, approval by each applicable 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, an additional shares listing application covering 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such LenderRegistrable Securities.
(b) At the Second Closing, each Lender Call Investor shall deliver or cause to be delivered to the Borrower the following:
Company (i) its pro rata portion of the Second Closing Purchase Total Call Amount, as determined in accordance with Section 2.3(b) above, plus, if applicable, (ii) an amount equal to the product of the number of such Call Investor’s Additional Call Shares multiplied by the Call Per Share Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Call Investor by the Borrower Company for such purpose;
(ii) the Mortgage, duly executed by such Lender;
(iii) the Guarantee Agreement, duly executed by such Lender; and
(iv) the Security Agreement, duly executed by such Lender.
Appears in 1 contract
Samples: Securities Purchase Agreement (MAKO Surgical Corp.)
Second Closing Deliveries. (a) At the Second Closing, the Borrower Buyer shall deliver deliver, or cause to be delivered delivered, to each Lender Seller 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;Cash Consideration.
(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"Buyer Note;
(iii) a security agreement, duly executed by Opco, the Administrative Agent CCP Assignment and each other Lender, Assumption Agreement in the form attached hereto as Exhibit F (as amendedF, supplemented or otherwise modified from time to time, executed by the "SECURITY AGREEMENT")parties thereto;
(iv) a mortgage agreement, duly executed by Opco, the Administrative Agent and each other Lender, Investment Allocation Agreement in the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, G executed by the "MORTGAGE")parties thereto;
(v) a guarantee agreement, duly executed by Opco, the Borrower and each other Lender, Services Agreement in the form attached hereto a as Exhibit E (as amended, supplemented or otherwise modified from time to time, H executed by the "GUARANTEE AGREEMENT")parties thereto;
(vi) evidence of proper applications made to, the Non-Competition and approvals received from, each Trading Market with respect to Exclusivity Agreement in the trading of Underlying Securities thereon;form attached hereto as Exhibit I executed by the parties thereto; and
(vii) the legal opinion of Borrower Counsel, Registration Rights Agreement in agreed form, addressed to the Administrative Agent and such Lender;
(viii) a legal opinion of Hungarian counsel to the Borrower and Opco form attached hereto 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 Exhibit J executed by the Administrative Agent or such Lender in connection with parties thereto (the Transaction Documents, including, without limitation (1) the consents and certificate referred to in Section 6.1(g“Registration Rights Agreement”), 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the Second Closing, each Lender Seller shall deliver deliver, or cause to be delivered delivered, to the Borrower Buyer the following:
(i) the Second Closing Purchase PriceCCP Assignment and Assumption Agreement in the form attached hereto as Exhibit F, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing executed by the Borrower for such purposeparties thereto;
(ii) stock certificates representing the Mortgagecapital stock of CCA, together with stock powers duly executed by such Lenderin blank in form and substance reasonably satisfactory to Seller and Buyer and with all required stock transfer tax stamps affixed;
(iii) the Guarantee Agreementresignations, duly executed effective as of the Second Closing (and otherwise in form and substance reasonably satisfactory to Seller and Buyer), of each of the directors and/or managers of each of the Acquired Companies and their respective Subsidiaries, except for such persons as shall have been designated by such Lender; andBuyer to Seller in writing prior to the First Closing Date;
(iv) the Security Investment Allocation Agreement in the form attached hereto as Exhibit G executed by the parties thereto;
(v) the Sub-Advisory Agreements in the forms attached hereto as Exhibits K-1 through K-5 executed by the respective parties thereto;
(vi) the Services Agreement in the form attached hereto as Exhibit H executed by the parties thereto;
(vii) an instrument terminating the Agreement, duly dated January 8, 2014, by and among AR Capital, LLC, Xxxxxxxx Xxxxxxxx and Seller GP executed by the respective parties and in form and substance satisfactory to Seller and Buyer;
(viii) the Non-Competition and Exclusivity Agreement, substantially in the form attached hereto as Exhibit I, executed by each of the parties set forth in such LenderExhibit;
(ix) an instrument or instruments in form and substance satisfactory to Buyer and Seller assigning to Buyer, to the extent permissible, (A) the non-competition provisions applicable to CHC contained in the Seller GP/Xxxx Merger Agreement and the CHC Employment Agreement, and (B) the non-competition provisions applicable to MTN contained in the MTN Employment Agreement;
(x) the Registration Rights Agreement executed by the parties thereto; and
(xi) such other documents and instruments, including the organizational documents of the Acquired Companies, as may be reasonably requested by Buyer to effect or evidence the purchase of the Acquired Interests and the other transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Buyer.
Appears in 1 contract
Samples: Equity Purchase Agreement (ARC Properties Operating Partnership, L.P.)
Second Closing Deliveries. (a) At the Second Closing, the Borrower Buyer shall deliver deliver, or cause to be delivered delivered, to each Lender Seller 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;Cash Consideration.
(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"Buyer Note;
(iii) a security agreement, duly executed by Opco, the Administrative Agent CCP Assignment and each other Lender, Assumption Agreement in the form attached hereto as Exhibit F (as amendedF, supplemented or otherwise modified from time to time, executed by the "SECURITY AGREEMENT")parties thereto;
(iv) a mortgage agreement, duly executed by Opco, the Administrative Agent and each other Lender, Investment Allocation Agreement in the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, G executed by the "MORTGAGE")parties thereto;
(v) a guarantee agreement, duly executed by Opco, the Borrower and each other Lender, Services Agreement in the form attached hereto a as Exhibit E (as amended, supplemented or otherwise modified from time to time, H executed by the "GUARANTEE AGREEMENT")parties thereto;
(vi) evidence of proper applications made to, the Non-Competition and approvals received from, each Trading Market with respect to Exclusivity Agreement in the trading of Underlying Securities thereon;form attached hereto as Exhibit I executed by the parties thereto; and
(vii) the legal opinion of Borrower Counsel, Registration Rights Agreement in agreed form, addressed to the Administrative Agent and such Lender;
(viii) a legal opinion of Hungarian counsel to the Borrower and Opco form attached hereto 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 Exhibit J executed by the Administrative Agent or such Lender in connection with parties thereto (the Transaction Documents, including, without limitation (1) the consents and certificate referred to in Section 6.1(g“Registration Rights Agreement”), 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the Second Closing, each Lender Seller shall deliver deliver, or cause to be delivered delivered, to the Borrower Buyer the following:
(i) the Second Closing Purchase PriceCCP Assignment and Assumption Agreement in the form attached hereto as Exhibit F, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing executed by the Borrower for such purposeparties thereto;
(ii) stock certificates representing the Mortgagecapital stock of CCA, together with stock powers duly executed by such Lenderin blank in form and substance reasonably satisfactory to Seller and Buyer and with all required stock transfer tax stamps affixed;
(iii) the Guarantee Agreementresignations, duly executed effective as of the Second Closing (and otherwise in form and substance reasonably satisfactory to Seller and Buyer), of each of the directors and/or managers of each of the Acquired Companies and their respective Subsidiaries, except for such persons as shall have been designated by such Lender; andBuyer to Seller in writing prior to the First Closing Date;
(iv) the Security Investment Allocation Agreement in the form attached hereto as Exhibit G executed by the parties thereto;
(v) the Sub-Advisory Agreements in the forms attached hereto as Exhibits K-1 through K-5 executed by the respective parties thereto;
(vi) the Services Agreement in the form attached hereto as Exhibit H executed by the parties thereto;
(vii) an instrument terminating the Agreement, duly dated January 8, 2014, by and among AR Capital, LLC, Nxxxxxxx Xxxxxxxx and Seller GP executed by the respective parties and in form and substance satisfactory to Seller and Buyer;
(viii) the Non-Competition and Exclusivity Agreement, substantially in the form attached hereto as Exhibit I, executed by each of the parties set forth in such LenderExhibit;
(ix) an instrument or instruments in form and substance satisfactory to Buyer and Seller assigning to Buyer, to the extent permissible, (A) the non-competition provisions applicable to CHC contained in the Seller GP/Cxxx Merger Agreement and the CHC Employment Agreement, and (B) the non-competition provisions applicable to MTN contained in the MTN Employment Agreement;
(x) the Registration Rights Agreement executed by the parties thereto; and
(xi) such other documents and instruments, including the organizational documents of the Acquired Companies, as may be reasonably requested by Buyer to effect or evidence the purchase of the Acquired Interests and the other transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Buyer.
Appears in 1 contract
Second Closing Deliveries. (a) At the Second ClosingClosing (if and to the extent that such Second Closing occurs), the Borrower Company shall deliver or cause to be delivered to each Lender applicable Purchaser the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(i) a Note, in the aggregate principal amount one or more stock certificates evidencing that number of the Second Closing Purchase Price indicated Additional Shares as set forth opposite such LenderPurchaser's name on Schedule A hereto under the heading "Additional Shares", registered in the name of such LenderPurchaser;
(ii) a WarrantWarrant in the form of Exhibit C-2, duly executed by the Borrower and registered in the name of such LenderPurchaser, pursuant to which such Lender Purchaser shall have the right to acquire the that number of shares of Common Stock indicated opposite such Lender's name on Schedule A under the heading "Second Closing - Warrant Shares"as set forth in Section 2.6(b);
(iii) a security agreement, duly executed by Opco, the Administrative Agent and each other Lenderlegal opinion of Company Counsel, in the form attached hereto as of Exhibit F (as amendedE, supplemented or otherwise modified from time executed by such counsel and delivered to time, the "SECURITY AGREEMENT")Purchasers;
(iv) a mortgage agreement, duly executed by Opco, certificate from the Administrative Agent president of the Company certifying that all the representations and each other Lender, warranties of the Company contained in Section 3.1 herein are true and correct as of the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, the "MORTGAGE");Second Closing; and
(v) a guarantee agreement, duly executed by Opco, the Borrower and each any 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 documents reasonably satisfactory to the Administrative Agent and such Lender;
(ix) any and all consents from all Persons that are necessary or reasonably required requested by the Administrative Agent Purchasers or such Lender Purchaser Counsel 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such LenderSecond Closing.
(b) At the Second Closing, each Lender applicable Purchaser shall deliver or cause to be delivered to the Borrower Company the following:
(i) the purchase price set forth opposite such Purchaser's name on Schedule A hereto under the heading "Second Closing Purchase Price" (or as reduced in accordance with Section 2.3(d)), in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower Company for such purpose;; and
(ii) a certificate from such Purchaser, if an individual, or an authorized executive officer of such Purchaser, if an entity, certifying that all the Mortgage, duly executed by representations and warranties of such Lender;
(iii) Purchaser contained in Section 3.2 herein are true and correct as of the Guarantee Agreement, duly executed by such Lender; and
(iv) the Security Agreement, duly executed by such LenderSecond Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aspen Technology Inc /De/)
Second Closing Deliveries. (a) At or prior to the Second Closing, the Borrower Company shall issue, deliver or cause to be delivered to each Lender Purchaser the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(i) a Note, in evidence reasonably satisfactory to each Purchaser that the aggregate principal amount of Transfer Agent has recorded the Series A Shares purchased by each Purchaser at the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A registered the stock ledger of the Company in the name of such Lenderbook-entry form;
(ii) a Warrantlegal opinion of Company Counsel with respect to the matters described on Schedule A, duly dated as of the Second Closing Date, in form and substance reasonably satisfactory to the Purchasers, executed by such counsel and addressed to 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"Purchasers;
(iii) a security agreementSecretary’s Certificate, duly executed dated as of the Second Closing Date, (a) certifying the resolutions adopted by Opcothe Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Second Transaction Documents and the issuance of the Series A Shares at the Second Closing, (b) certifying the Administrative Agent current versions of the Company Organizational Documents and each other Lenderthe Certificate of Designation and (c) certifying as to the signatures and authority of the individuals signing the Second Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F (as amended, supplemented or otherwise modified from time to time, the "SECURITY AGREEMENT")E;
(iv) a mortgage agreement, duly executed certificate dated as of the Second Closing Date and signed by Opco, the Administrative Agent and each other Lender, its chief executive officer or its chief financial officer in the form attached hereto as Exhibit D (as amended, supplemented or otherwise modified from time to time, the "MORTGAGE")F;
(v) a guarantee agreementcertificate evidencing the good standing of the Company issued by the Secretary of State (or comparable office) of Delaware, duly executed by Opco, as of a date within seven (7) Business Days of 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");Second Closing Date; and
(vi) evidence of proper applications made to, and approvals received from, each Trading Market with respect to a certificate evidencing 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 Company’s good standing issued by the Administrative Agent Secretary of State (or such Lender comparable office) of each jurisdiction in connection with which the Transaction DocumentsCompany is qualified to do business as a foreign corporation, including, without limitation as of a date within seven (17) 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 Business Days of the Borrower that each of the conditions set forth in Section 6.1 hereof has been satisfied;
(xi) appropriate lien and record search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such LenderSecond Closing Date.
(b) At On or prior to the Second Closing, each Lender Purchaser shall deliver or cause to be delivered to the Borrower Company the following:
(i) the its Second Closing Purchase PriceSubscription Amount, in United States dollars and in immediately available funds, in the amount set forth next to each Purchaser’s name on Schedule II under the heading “Second Closing Subscription Amount” by wire transfer to an the account designated in writing set forth on Exhibit C attached hereto or such other account as may be notified by the Borrower for such purpose;Company to the Purchasers at least two (2) Business Days prior to the Second Closing Date; and
(ii) the Mortgage, a fully completed and duly executed by such Lender;
(iii) Accredited Investor Questionnaire, satisfactory to the Guarantee AgreementCompany, duly executed by such Lender; and
(iv) and Stock Certificate Questionnaire in the Security Agreementforms attached hereto as Exhibits D-1 and D-2, duly executed by such Lenderrespectively.
Appears in 1 contract
Samples: Securities Purchase Agreement (Interpace Diagnostics Group, Inc.)
Second Closing Deliveries. (a) At the Second Closing, if applicable:
(a) the Borrower Company will:
(i) issue the Investor Option Shares and the Additional Parent Shares to Investor and NII Telecom respectively and undertake to complete all formalities required to be observed under Luxembourg and other applicable Law in order to authorize the issuance and allotment of the Second Tranche Shares shall have been observed (including any required increase of the authorized capital of the Company and the authorization by the general meeting of shareholders of the Company of the issuance and allotment of the Investor Option Shares and the Additional Parent Shares to Investor and NII Telecom, respectively);
(ii) deliver signed subscription agreements on customary terms with Investor and NII Telecom in relation to their subscription for the Investor Option Shares and Additional Parent Shares, as applicable; and
(iii) execute the necessary documentation under Luxembourg Law (including to appear in front of a Luxembourg notary to record the issuance of the Second Tranche Shares) and do all such other acts and things as may, in the reasonable opinion of Investor and NII Telecom, be required to fully adopt and file the Second Restated Articles of Association and fully effect the issuance and allotment of the Second Tranche Shares to Investor and NII Telecom, including taking such actions necessary to deduct an amount equal to the Second Parent Capital Contribution from the 115 Account and to recognize such amount as a capital contribution from NII Telecom, the convening and holding of meetings of the board and shareholders of the Company and registering such issuance in the shareholder register of the Company.
(b) Investor will:
(i) deliver or cause to be delivered the officer’s certificate required to each Lender the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES"):
(ibe delivered pursuant Section 7.2(a) 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 Lenderand Section 7.2(b);
(ii) a Warrant, duly executed pay by wire transfer of immediately available funds into one or more bank accounts specified by the Borrower and registered Company in a written notice delivered to Investor at least two Business Days before the name of such LenderSecond Closing, pursuant an amount in cash equal 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"Investor Capital Contribution;
(iii) deliver 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 signed subscription agreement on customary terms with the Transaction Documents, including, without limitation (1) Company pursuant to which it agrees to subscribe for 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender.
(b) At the Second Closing, each Lender shall deliver or cause to be delivered to the Borrower the following:
(i) the Second Closing Purchase Price, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Borrower for such purpose;
(ii) the Mortgage, duly executed by such Lender;
(iii) the Guarantee Agreement, duly executed by such LenderInvestor Option Shares; and
(iv) execute the Security Agreementnecessary documentation under Luxembourg Law and do all such other acts and things as may, duly executed by in the reasonable opinion of the Company and NII Telecom, be required to subscribe for the Investor Option Shares.
(c) NII Telecom will:
(i) deliver the officer’s certificate required to be delivered pursuant Section 7.1(a) and Section 7.1(b);
(ii) deliver a signed subscription agreements on customary terms with the Company pursuant to which it agrees to subscribe for the Additional Parent Shares;
(iii) execute the necessary documentation under Luxembourg Law and do all such Lenderother acts and things as may, in the reasonable opinion of Investor and the Company, be required for Investor to subscribe for the Investor Option Shares; and
(iv) execute the necessary documentation under Luxembourg Law and do all such other acts and things as may, in the reasonable opinion of Investor and the Company, be required for NII Telecom to subscribe for the Additional Parent Shares and fully adopt and file the Second Restated Articles of Association.
Appears in 1 contract
Second Closing Deliveries. (a) At the Second Closing, the Borrower Company shall deliver or cause to be delivered to each Lender Purchaser the following, appropriately dated (the "BORROWER SECOND CLOSING DELIVERABLES")::
(i) a Notean original Debenture, in duly executed by the aggregate principal amount of the Second Closing Purchase Price indicated opposite such Lender's name on Schedule A Company, registered in the name of such LenderPurchaser, in the principal amount indicated below such Purchaser's name on the signature page of this Agreement under the heading "Second Closing Debenture Principal Amount";
(ii) a the legal opinion of Company Counsel, dated as of the Second Closing Date, in the form of Exhibit G hereto, executed by such counsel and delivered and addressed to the Purchasers;
(iii) the Transfer Agent Instructions duly executed by the Company and acknowledged by the Company's transfer agent;
(iv) an original Series E-2 Warrant, duly executed by the Borrower and Company, 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");Purchaser; and
(v) a guarantee agreement, duly executed by Opco, the Borrower and each any other Lender, in the form attached hereto a Exhibit E (as amended, supplemented document 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 search reports showing that there are no liens on the collateral security granted under the Mortgage and the Security Agreement, other than Liens expressly permitted thereby; and
(xii) any other document reasonably requested by the Administrative Agent or such Lender5.3 below.
(b) At or prior to the Second Closing, each Lender Purchaser shall deliver or cause to be delivered to the Borrower Escrow Agent the following:
(i) the purchase price indicated below such Purchaser's name on the signature page of this Agreement under the heading "Second Closing Purchase Price", in United States dollars and in immediately available funds, by wire transfer to an account designated in writing Exhibit J attached hereto. All payments for the Debentures and Warrant made by each Purchaser as contemplated by this Section 2.4(b)(i) will be held by the Borrower Escrow Agent for such purpose;each Purchaser's benefit in a non-interest bearing account. Any payment will be returned promptly, without interest or deduction, if the transactions contemplated by this Agreement are not consummated as set forth in the Escrow Agreement.
(iic) At the MortgageSecond Closing, duly executed the Escrow Agent shall, in accordance with the Escrow Agreement, deliver to the Company in United States dollars and in immediately available funds by such Lender;wire transfer to the Company's account the amounts set forth in the Escrow Agreement.
(iiid) The Second Closing shall occur as soon as the Guarantee Agreement, duly executed by such Lender; andPurchasers are reasonably satisfied that the closing conditions identified in Section 5.3 are satisfied and the Company is reasonably satisfied that the closing conditions identified in Section 5.4 are satisfied.
(ive) If the Security AgreementCompany has not obtained Company Shareholder Approval by August 31, duly executed by such Lender2007, each Purchaser may, at its option, notify the Company and the Escrow Agent that it does not want to proceed with the Second Closing. Notwithstanding anything herein or in the other Transaction Documents to the contrary, no Purchaser shall have any obligation to deliver its respective Second Closing Purchase Price prior to the date Company Shareholder Approval is obtained.
Appears in 1 contract
Samples: Securities Purchase Agreement (Carrington Laboratories Inc /Tx/)
