Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
(1) A Minimum Offering Notice;
(2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor;
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
(1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;
(2) Instruction Letter (as defined above) from Issuer; and
(3) Such other certificates, notices or other documents as NCPS shall reasonably require.
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by Automated Clearing House (“ACH”), no later than one (1) business day following receipt of the following documents:
(1) A Minimum Offering Notice;
(2) Instruction Letter (as defined below); and
(3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. The Escrow Agent shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with written instructions signed by SI Securities as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Investments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by the Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by ACH, no later than one (1) business day after receipt.
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
(1) A Minimum Offering Notice;
(2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor;
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as Escrow Agent shall reasonably require. Escrow Agent shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer andBroker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, Escrow Agent shall not be obligated to disburse the Escrow Funds to Issuer if Escrow Agent has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by Escrow Agent, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional funds received with respect to the Securities, by wire, promplty after receipt. Additional disbursments shall be subject to the issuer providing the following documentation:
(1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by Escrow Agent;
(2) Instruction Letter (as defined above) from Issuer; and
(3) Such other certificates, notices or other documents as Escrow Agent shall reasonably require.
Completion of Offering. Upon completion of the offering:
(a) The Agent shall issue (using the Direct Registration System (DRS) or electronically through the facilities of DTC, in each case in a manner approved by the Company) shares of the Common Stock for which Subscriptions in the Rights Offering or subscriptions in the Public Offering have been received and accepted by the Company.
(b) For so long as this Agreement shall be in effect, the Company will reserve for issuance and keep available free from preemptive rights a sufficient number of shares of Common Stock to permit the exercise in full of all Rights issued pursuant to the Rights Offering. Subject to the terms and conditions of this Agreement, the Agent in its capacity as Transfer Agent for the Common Stock, will issue (using DRS or electronically through the facilities of DTC, in each case in a manner approved by the Company) the appropriate number of shares of Common Stock as required from time to time in order to effectuate the Subscriptions in the Rights Offering and all accepted subscriptions in the Public Offering.
(c) The Company shall take any and all action, including without limitation obtaining the authorization, consent, lack of objection, registration, or approval of any governmental authority, or the taking of any other action under the laws of the United States of America or any political subdivision thereof, to insure that all shares of Common Stock issuable upon the exercise of the Certificates, or through a Public Offering subscription agreement, at the time of delivery of the shares therefore (subject to payment of the Subscription Price) will be duly and validly issued and fully paid and non-assessable shares of Common Stock, free from all preemptive rights and taxes, liens, charges, and security interests created by or imposed upon the Company with respect thereto.
(d) The Company shall from time to time take all action necessary or appropriate to obtain and keep effective all registrations, permits, consents, and approvals of the SEC and any other governmental agency or authority and make such filings under federal and state laws which may be necessary or appropriate in connection with the issuance and delivery of Certificates or the issuance, sale, transfer and delivery of Common Stock issued upon exercise of Certificates or through a Public Offering subscription agreement.
Completion of Offering. Escrow Agent shall pay to Issuer the value of the Escrow Funds, by wire transfer and deliver all documents and instruments, including the Shares, no later than three (3) business days following receipt of the following documents:
(1) The Offering Notice;
(2) Subscription Accounting, substantiating the sale of the Entire Offering;
(3) Subscription Agreements signed by all Subscribers;
Completion of Offering. If the Registration Statement does not become effective, or if the Company does not sell the minimum number of Shares specified in the Registration Statement, this Agreement shall become null and void.
Completion of Offering. Following delivery of an Election Notice (other than an Election Notice under clause (iv) or (v) of Section 2.1(d)), the parties will seek to complete the offering contemplated by the Election Notice (as modified by any Second Election Notice or Third Election Notice), it being understood and agreed that the ultimate determination of offering price, marketing strategy, the number of shares to be included in the offering (other than any Specified Share Number) and the timing of the closing of the offering will be made by the Issuer in its reasonable discretion after consultation with the Stockholders Representative, taking into account the recommendations of the bookrunning managers. Vivendi and the Stockholders will cooperate on a timely basis with all reasonable requests of the Issuer consistent with this Agreement related to the consummation of such requested registration. Notwithstanding the foregoing and for the avoidance of doubt, if the Stockholders Representative sends an Election Notice pursuant to clause (ii) or (iii) of Section 2.1(d) above, then there shall be no obligation to prepare or send to the Stockholders Representative a Second Underwriters' Notice.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by Automated Clearing House (“ACH”), no later than one (1) business day following receipt of the following documents:
(1) A Offering Notice;
(2) Subscription Accounting Spreadsheet substantiating the sale of the Securities and maintained by the sponsor;
(3) Instruction Letter (as defined below); and
(4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by ACH from the Escrow Account in accordance with joint written instructions signed by both the Issuer, Platform as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that any of the certifications and opinions set forth in the Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by ACH, no later than one (1) business day after receipt.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents: A Minimum Offering Notice;
Completion of Offering. Subject to the provisions of Section 10 hereof, Escrow Agent shall pay to Issuer the balance of the Escrow Funds, by wire or ACH transfer, no later than one (1) business day following receipt of the following documents: (1) A Minimum Offering Notice; and (2) Instruction Letter (as defined below). Escrow Agent shall disburse the Escrow Funds to Issuer by wire or ACH transfer from the Escrow Account in accordance with written instructions signed by SI Securities as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), Escrow Agent shall pay to Issuer any additional Escrow Funds received no later than one (1) business day after receipt thereof.
