Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:
(a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder;
(b) a receipt for the Purchase Price;
(c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws;
(d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company;
(e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date;
(f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser;
(g) a duly executed Registration Rights Agreement;
(h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser;
(i) executed Employment Agreements and Consulting Agreements;
(j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made;
(k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx;
(l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement;
(m) a legal opinion fr...
Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:
(a) duly issued certificates evidencing the Subscription Shares, registered in the name of the Purchaser;
(b) executed counterparts of the Registration Rights Agreement to which the Company is a party;
(c) a receipt for the Subscription Price; and
(d) a certificate of a duly authorized officer of the Company certifying as to the matters set forth in Section 6.02(a).
Closing Deliveries by the Company. At the Closing, the Company shall have delivered or caused to be delivered to Purchaser:
(i) possession of all of the Purchased Assets;
(ii) the License Agreement, duly executed by the Company;
(iii) a Xxxx of Sale substantially in the form of Exhibit B attached hereto, conveying good and marketable title in and to all of the Purchased Assets, duly executed by the Company;
(iv) an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto (the “General Assignment”), duly executed by the Company;
(v) the Registration Rights Agreement, duly executed by the Company;
(vi) the Updated Company Disclosure Schedule;
(vii) a certificate of an officer of the Company with respect to the matters set forth in Section 7.1 hereof;
(viii) a certificate of the Secretary of the Company, certifying as of the Closing Date (A) a true and complete copy of the Certificate of Incorporation of the Company, (B) a true and complete copy of the resolutions of each of the board of directors and stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company and the consummation of the transaction contemplated hereby, (C) a certificate of good standing as of a recent date of the Company in the State of California and (D) incumbency matters; and
(ix) consents to assignment of the Assumed Contracts in form and substance satisfactory to Purchaser and its counsel.
Closing Deliveries by the Company. On the Closing Date, the Company shall deliver or cause to be delivered to the Purchasers:
(a) newly issued stock and warrant certificates issued to and registered in the names of each of the Purchaser and evidencing the number of shares of New Common Stock and Warrants acquired by each Purchaser;
(b) a duly executed Warrant Agreement;
(c) a duly executed Registration Rights Agreement;
(d) a legal opinion from the Company’s U.S. counsel with respect to such matters as set forth in Exhibit C attached to this Agreement; and
(e) an officers’ certificate of the Chief Executive Officer and the Chief Financial Officer of the Company substantially in the form attached hereto as Exhibit G.
Closing Deliveries by the Company. At the Closing, the Company shall deliver to St. Xxxx:
(a) executed copies of all Ancillary Agreements;
(b) certificates representing the St. Xxxx Shares acquired by St. Xxxx or a St. Xxxx Designee, registered in the name of St. Xxxx or the appropriate St. Xxxx Designees;
(c) the St. Xxxx Investment Opinion;
(d) evidence reasonably satisfactory to St. Xxxx that all consents and approvals as set forth in SCHEDULE 6.02(b) have been obtained and are in full force and effect;
(e) the certificate specified in Section 9.02(c); and
(f) a receipt evidencing receipt of the Cash Contribution.
Closing Deliveries by the Company. (a) At the Closing, the Company shall deliver or cause to be delivered to the Investor:
(i) a certified true copy of the Register of Members of the Company as of the Closing Date reflecting the Investor’s ownership of the Purchased Shares and duly certified by the registered office provider of the Company;
(ii) a copy of the resolutions duly and validly adopted by the Board evidencing its authorization and approval of the execution and delivery of this Agreement and the Investor Rights Agreement and the consummation of the Transactions; and
(iii) the Investor Rights Agreement, duly executed by the Company.
(b) The Company shall deliver to the Investor a duly issued share certificate in the name of the Investor representing the Purchased Shares as soon as practicable after the Closing but in no event later than ten (10) Business Days after the Closing.
Closing Deliveries by the Company. At the Stock Purchase Closing, the Company shall deliver or cause to be delivered to Buyer:
(a) stock certificates evidencing the Buyer Shares;
(b) a receipt for the Purchase Price; and
(c) the certificates and other documents required to be delivered pursuant to Section 9.01(b)(iii).
Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to Purchasers:
(a) stock certificates evidencing the F Shares and the B Shares, respectively;
(b) a receipt for the F Purchase Price and the B Purchase Price;
(c) the certificates and other documents required to be delivered pursuant to Section 7.01(c)(iii); and
(d) an executed copy of the Agreement Among Shareholders in the form attached as Exhibit C (the "Agreement Among Shareholders").
Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Investor:
(a) stock certificates evidencing the Shares registered in the name of the Investor or its designated Affiliate, which stock certificates may be legended as provided in the Stockholder Agreement;
(b) the Company’s executed counterpart to the Stockholder Agreement;
(c) a receipt for the Aggregate Purchase Price; and
(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the Stockholder Agreement and the consummation of the transactions contemplated hereby and thereby.
Closing Deliveries by the Company. At or prior to the ATA Closing, the Company shall deliver or cause to be delivered to Newco:
(a) an original of each Transaction Document to which the Company is contemplated to be a party, duly executed by the Company;
(b) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Newco in order to make effective the transactions contemplated hereby, each in form and substance satisfactory to Newco and its legal counsel and duly executed by the Company, as applicable.
