Subsequent Delivery Sample Clauses

Subsequent Delivery. At the Subsequent Closing, if it shall occur, EIS shall pay the purchase price for the Subsequent Common Stock to an account designated by the Company, and the parties hereto shall execute and deliver to each other, as applicable, (i) certificates in respect of the number of shares of Subsequent Common Stock as determined in accordance with Section 2 hereof and (iii) any other documents or instruments to be executed in connection therewith. In addition, the Company shall cause to be delivered to EIS an opinion of counsel in connection with the issuance of the Subsequent Common Stock in a form reasonably acceptable to EIS.
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Subsequent Delivery. Notwithstanding anything to the ------------------- contrary in this Article 7, the parties acknowledge and agree that, due to the necessity of having the Closing occur at the earliest possible time, the Borrower will not be able to satisfy the condition precedent to the Closing set forth in Section 7.02(b) with regard to the delivery of the Initial Consideration Shares prior to or at the Closing. In consideration of the Lender's willingness to close the Loan without such satisfaction, the Borrower covenants and agrees that the Borrower shall satisfy such condition precedent set forth in Section 7.02(b) as soon as possible following the Closing, but in any event no later than ten (10) days thereafter.
Sample 1
Subsequent Delivery. Welczeck agrees to deliver to Company, within ten after any Additional Biofarm Shares are issued to him, his successor or any of his assignees, the number of Additional Biofarm Shares that equals twenty percent (20%) of the Additional Biofarm Shares to which he is entitled under the Share Exchange Agreement (the “Subsequent Share Transfer”). The Subsequent Share Transfer shall be effected by delivery to Company of a stock certificate issued in the name of Company for such number of shares. Company acknowledges that such shares will constitute “restricted securities” that have not been registered under the Securities Act of 1933, as amended, nor under the securities laws of any state or any other jurisdiction in which they might be offered, including the State of California and Company will not be able to sell, hypothecate, or otherwise transfer or dispose of any or all of such shares unless (i) such shares have been registered under the Securities Act and applicable state or other jurisdiction securities laws or (ii) Company furnishes a written opinion by an attorney reasonably satisfactory to Biofarm, to the effect that an exemption from registration under the Securities Act and such laws is available with respect to such disposition, or (iii) the sale shall be governed by the provisions of Rule 144 or any other rule promulgated by the SEC under the Securities Act, in a manner satisfactory to Biofarm’s legal counsel. Company agrees that such stock certificate may be legended in the same manner as provided in Section 4.9 of the Share Exchange Agreement. Company represents that it is a sophisticated investor, has received all information it has requested about Biofarm and is not acquiring the securities in question with a view to distribution (within the meaning of the Securities Act) in the United States.
Sample 1
Subsequent Delivery. Within 5 Business Days after the First Take-up Date, Green Bay shall deliver or cause to be delivered to Atlanta a legal opinion of counsel to Bidco Parent and Bidco in the agreed form in respect of delivery of the Pledged Shares pursuant to the Share Pledge.
Sample 1
Subsequent Delivery. To the extent that any items of the Transferred Technology have not already been delivered in the manner set forth in Section 1.5 and such items exist in tangible or electronic form, the Seller shall deliver such items (or copies thereof) to the Purchaser after the Closing Date in tangible or electronic form as requested by the Purchaser.
Sample 1
Subsequent Delivery. 1. The seller is entitled to a subsequent delivery period of 15 working days, starting on the day after the end of the delivery period or starting on the day after the delivery date; 2. The buyer may only claim compensation for damages suffered in connection with non-delivery or late delivery if he has summoned the seller in writing within 15 working days after sending the summons to fulfil his delivery obligation after the expiry of the subsequent delivery period after the delivery date or after the expiry of the delivery period, and the seller remains in default.
Sample 1
Subsequent Delivery. Subsequent Delivery shall be made for the Subject of Transfer not delivered fully on the Delivery Completion Date according to the Delivery Plan. In the sixth and ninth month after the Delivery Date, both Parties shall jointly check the performance of the subsequent arrangements and special agreements mentioned above, and sign an Acknowledgment for the Performance of Subsequent Arrangement. Both Parties shall fully consult with each other for any unfinished matters set out in the Acknowledgment for the Performance of Subsequent Arrangement, make corresponding subsequent arrangement and execute related arrangement. Assets not delivered on the expiration of the ninth month after the Delivery Date will not be delivered except otherwise agreed between both Parties. Such assets shall be recovered by Party A and refund corresponding consideration for transfer in lump sum at the evaluated value for such assets determined in the Assets Evaluation Report within 30 days after the expiration of the ninth month after the Delivery Date.
Sample 1
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Subsequent Delivery. After a faculty member’s initial delivery of a specific student-choice multi-modal course at the college, the college may reduce, increase, or end the course-delivery stipend for subsequent academic terms in which the college assigns the faculty member to teach the course using multi-modal instructional delivery. If the college determines to continue and increase the stipend to the faculty member for delivery of the course in a subsequent academic term, the stipend amount may not equate to more than double the per-credit delivery-stipend rates described above, dependent on whether the course is bi-modal or tri-modal.
Sample 1
Subsequent Delivery. On or prior to 12:00 midnight (Arizona time) on July 19, 2002, Parent shall deliver Voting Agreements in the form of EXHIBIT A-1 attached hereto from certain Parent Stockholders to the Company which, when aggregated with the shares of Parent Capital Stock subject to those Voting Agreements delivered by Parent in the Initial Delivery, shall represent (i) a majority of the outstanding shares of Parent Common Stock, but excluding any shares owned by any officer or director of Parent and (ii) a majority of the outstanding shares of Parent Series D Preferred, voting separately as a class, assuming exercise and conversion of any outstanding options and warrants to purchase Parent Capital Stock.
Sample 1

Related to Subsequent Delivery

  • Document Delivery The Trust has delivered to Forum copies of (i) the Trust's Trust Instrument and Bylaws (collectively, as amended from time to time, "Organic Documents"), (ii) the Trust's Registration Statement and all amendments thereto filed with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Investment Company Act of 1940, as amended ("1940 Act")(the "Registration Statement"), (iii) the Trust's current Prospectus and Statement of Additional Information of each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"), (iv) each current plan of distribution or similar document adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan") and each current shareholder service plan or similar document adopted by the Trust ("Service Plan"), and (v) all procedures adopted by the Trust with respect to the Funds (i.e., repurchase agreement procedures), and shall promptly furnish Forum with all amendments of or supplements to the foregoing. The Trust shall deliver to Forum a certified copy of the resolution of the Board of Trustees of the Trust (the "Board") appointing Forum and authorizing the execution and delivery of this Agreement.

  • Subsequent Delivery of Legal Opinions If so requested by such Agent, each time that the Registration Statement or the Final Prospectus shall be amended or supplemented (other than by a Pricing Supplement or solely for the inclusion of additional financial information, and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) or there is filed with the SEC any document incorporated by reference into the Final Prospectus, or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to any Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent and to counsel to such Agent a written opinion of the Senior Company Counsel of the Company, or other counsel satisfactory to such Agent, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to such Agent, of the same tenor as the opinion referred to in Section 5(a)(1) of this Agreement, but modified, as necessary, to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such opinion, and the applicable Disclosure Package (if such opinion is required by a Terms Agreement); or, in lieu of such opinion, counsel last furnishing such opinion to such Agent shall furnish each Agent with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Final Prospectus, as amended and supplemented to the time of delivery of such letter authorizing reliance, and such Disclosure Package).

  • Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).

  • Subsequent Delivery of Comfort Letters The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information.

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

  • Non-Compliant Delivery Overshipments and/or early deliveries may be returned at Supplier’s sole expense, or DXC may delay processing the early delivery invoice until the Delivery Date.

  • Project Delivery Contractor shall construct the Project in accordance with the Contract Documents, and Contractor shall deliver the Project completed in accordance with the Contract Documents, substantially free from defects, and within the Contract Time.

  • Closing; Delivery (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

  • Non Delivery C15.1 Where the Goods, having been placed in transit, fail to be delivered to the Authority on the due date for delivery, the Authority shall, (provided that the Authority has been advised in writing of the dispatch of the Goods), within ten (10) Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Authority or terminate the Contract in accordance with clause C13.4 (Delivery).

  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

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