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.
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.
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.
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.
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.
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.
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.
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.
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.
