Actions at Initial Closing Clause Samples

Actions at Initial Closing. At the Initial Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents have been delivered: (a) The Investor shall: (i) pay and deliver or cause to be paid and delivered $8,500,000 in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company; and (ii) deliver to the Company the Registration Rights Agreement, executed by a duly authorized officer of the Investor. (b) The Company shall: (i) allot and issue to the Investor the Initial Closing Shares, and deliver to the Investor one or more duly executed share certificate(s) representing the Initial Closing Shares registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the date of the Initial Closing); (ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Initial Closing Shares being owned by the Investor at the Initial Closing; (iii) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company; (iv) a certificate, dated as of the date of the Initial Closing, signed by a duly authorized officer of the Company, confirming that the conditions to the Initial Closing set forth in Article VII hereof have been satisfied; and (v) deliver to the Investor a copy of the resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the Initial Closing.
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Actions at Initial Closing. At the Initial Closing, the following actions shall occur, all of which shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document shall be deemed to have been delivered until all such actions have been completed and all such documents have been delivered (unless waived in writing by the relevant Party for whose benefit such action should have been completed or such document or certificate should have been delivered):
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Related to Actions at Initial Closing

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.