Closing Closing Conditions and Deliveries. 2.1 The Closing of each of the transactions contemplated by Section 1.1 shall take place at the offices of D▇▇▇▇▇ & Whitney, LLP, 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 5:00 p.m., Seattle time, on the Effective Date or at such other place or different time or day as may be mutually acceptable to the Lead Investor and the Company. 2.2 The Closing of the transaction contemplated by Section 1.1 (a) is subject to the fulfillment of the following conditions (the "INITIAL CLOSING CONDITIONS") which are for the benefit of each Investor: (a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Common Shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor; (b) the Company's board of directors shall have authorized and approved the execution and delivery of this Agreement, the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, and the allotment and issuance of the Common Shares acquired upon exercise of the Warrants (the "Warrant Shares"); (c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors; (d) no action or proceeding at law or in equity shall be pending or threatened by any person, including any government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase and issuance of the Securities or the transactions contemplated hereby; (e) the Company shall have entered into a Consulting Agreement for strategic management consulting services with Big Sky Management Ltd.; (f) the Company and the Lead Investor shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Schedule C; ----------- (g) the Company and each of the Principals and their respective spouses shall have executed and delivered the Escrow and Contribution Agreement in the form attached hereto as Schedule D; ---------- (h) the Principals shall have delivered Schedule E of this Agreement ----------- listing any and all Common Shares owned directly or indirectly by them; (i) the Company shall have delivered a copy of resolutions of the Board of Directors of the Company certified by the secretary of the Company authorizing and approving the execution, delivery and performance of this Agreement; (j) the Lead Investor, for its sole benefit, shall have completed its business, financial, legal and technical due diligence inquiries; and (k) the Company shall have entered into an agreement with Silverback Data Management. 2.3 The Closing of each of the transactions contemplated by Section 1.1 (b), (c) and (d) is subject to the fulfillment of the following conditions (the "SUBSEQUENT CLOSING CONDITIONS") which are for the benefit of each Investor and which Subsequent Closing Conditions the Company covenants to exercise its reasonable best efforts to have fulfilled on or prior to each Closing Date: (a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Company's common shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor; (b) the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, the allotment and issuance of the Warrant Shares and any adjustments to the Purchase Price or the number or type of securities required under the terms of this Agreement shall have been authorized by the board of directors of the Company; (c) the Company shall have complied with its covenants contained in this Agreement to be complied with prior to such Closing, including the covenant related to the use of proceeds set forth in Section 1.5 and the covenants set forth in Section 4.2, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors; (d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors; (e) each of the agreements contemplated in Sections 2.2 (f), (g) and (h) shall continue to be in full force and effect and there shall be no material breach in such agreements; (f) the Company shall not (i) have applied for or consented to the appointment of, and there shall not have been a taking of possession by, a receiver, custodian, trustee or liquidator for the Corporation or any of its property; (ii) have become generally unable to pay its debts as they become due; (iii) have made a general assignment for the benefit of creditors or become insolvent; (iv) have filed or be served with any petition for relief under the Bankruptcy Code or any similar federal or state statute; (v) have any judgment entered against it in excess of $50,000 in any one instance or have any attachment or levy made to or against any of its property or assets; (vi) have defaulted with respect to any evidence of indebtedness or liability for borrowed money, or any such indebtedness shall not be paid as and when due and payable; or (vii) have assessed or imposed against it, or if there shall exist, any general or specific lien for any federal, state or local taxes or charges against any of its property or assets; (g) neither the Company nor any Principal shall have taken any action which has had a substantial, adverse effect upon the Company's ability to meet its financial projections set forth in Section 4.1(ii) of this Agreement (by way of example and not of limitation, a Principal's voluntary termination of employment); (h) the Company shall have paid, in accordance with Section 5.2, the Investor's Legal Fee; and (i) the Company shall have prior to December 31, 2003 and the Closing of Tranche 3 in Section 1.1(c), converted debt, in the amounts set forth beside each Debt Holders name on Schedule G of this Agreement, payable ----------- as of the Effective Date into shares of common stock at $1.00 per share. 2.4 The Initial Closing Conditions and Subsequent Closing Conditions may be waived in writing in whole or in part by the Investors before Closing upon such terms as it may consider appropriate.
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Closing Closing Conditions and Deliveries. 2.1 The Closing of each of the transactions contemplated by Section 1.1 shall take place on the Closing Date at the offices of D▇▇▇▇▇▇ & Whitney▇▇▇▇▇▇▇, LLP, 1Republic Plaza Building, Suite 4700, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 5:00 p.m., Seattle time, on the Effective Date or at such other place or different time or day date as may be mutually acceptable to the Lead Investor and the Company.
2.2 The Closing of the transaction transactions contemplated by Section 1.1 (a) is subject to the fulfillment of the following conditions (the "INITIAL CLOSING CONDITIONS"“Initial Closing Conditions”) which are for the benefit of each Investor:
(a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Common Shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the each Investor;
(b) the Company's ’s board of directors shall have authorized and approved the execution and delivery of this Agreement, the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, and the allotment and issuance of the Common Shares acquired acquirable upon exercise of the Warrants (the "“Warrant Shares"”);
(c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors;
(d) no action or proceeding at law or in equity shall be pending or threatened by any person, including any government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase and issuance of the Securities or the transactions contemplated hereby;
(e) the Company shall have entered into a Consulting Agreement for strategic management consulting services with Big Sky Management Ltd.;
(f) the Company and the Lead Investor shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Schedule C; -----------
(g) the Company and each of the Principals and their respective spouses shall have executed and delivered the Escrow and Contribution Agreement in the form attached hereto as Schedule D; ----------
(h) the Principals shall have delivered Schedule E of this Agreement ----------- listing any and all Common Shares owned directly or indirectly by them;
(i) the Company shall have delivered a copy of resolutions of the Board of Directors of the Company certified by the secretary of the Company authorizing and approving the execution, delivery and performance of this Agreement;
(j) the Lead Investor, for its sole benefit, shall have completed its business, financial, legal and technical due diligence inquiries; and;
(kf) the Company shall have entered into an agreement for marketing and business development services with Silverback Data Management.
2.3 The Closing of each of the transactions contemplated by Section 1.1 (b), (c) and (d) is subject to the fulfillment of the following conditions (the "SUBSEQUENT CLOSING CONDITIONS") which are for the benefit of each Investor and which Subsequent Closing Conditions the Company covenants to exercise its reasonable best efforts to have fulfilled on or prior to each Closing Date:Marketing Consultant; and
(a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Company's common shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor;
(b) the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, the allotment and issuance of the Warrant Shares and any adjustments to the Purchase Price or the number or type of securities required under the terms of this Agreement shall have been authorized by the board of directors of the Company;
(cg) the Company shall have complied with its covenants contained in this Agreement agreed to be complied with prior hire or engage a strategic management and corporate development professional or consultant to such Closing, including the covenant related to the use of proceeds set forth in Section 1.5 and the covenants set forth in Section 4.2, and assist the Company shall have delivered in developing a certificate of a senior officer of comprehensive corporate and financial strategy to assist with the Company (acting without personal liability) to that effect to the Investors;
(d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors;
(e) each of the agreements contemplated in Sections 2.2 (f), (g) and (h) shall continue to be in full force and effect and there shall be no material breach in such agreements;
(f) the Company shall not (i) have applied for or consented to the appointment of, and there shall not have been a taking of possession by, a receiver, custodian, trustee or liquidator for the Corporation or any development of its property; (ii) have become generally unable to pay its debts as they become due; (iii) have made a general assignment for the benefit of creditors or become insolvent; (iv) have filed or be served with any petition for relief under the Bankruptcy Code or any similar federal or state statute; (v) have any judgment entered against it in excess of $50,000 in any one instance or have any attachment or levy made to or against any of its property or assets; (vi) have defaulted with respect to any evidence of indebtedness or liability for borrowed money, or any such indebtedness shall not be paid as business and when due and payable; or (vii) have assessed or imposed against it, or if there shall exist, any general or specific lien for any federal, state or local taxes or charges against any of its property or assets;
(g) neither the Company nor any Principal shall have taken any action which has had a substantial, adverse effect upon the Company's ability to meet its financial projections set forth in Section 4.1(ii) of this Agreement (by way of example and not of limitation, a Principal's voluntary termination of employment);
(h) the Company shall have paid, in accordance with Section 5.2, the Investor's Legal Fee; and
(i) the Company shall have prior to December 31, 2003 and the Closing of Tranche 3 in Section 1.1(c), converted debt, in the amounts set forth beside each Debt Holders name on Schedule G of this Agreement, payable ----------- as of the Effective Date into shares of common stock at $1.00 per sharemanagement team.
2.4 The Initial Closing Conditions and Subsequent Closing Conditions may be waived in writing in whole or in part by the Investors before Closing upon such terms as it may consider appropriate.
Appears in 1 contract
Sources: Unit Purchase Agreement (Chilco River Holdings Inc)
Closing Closing Conditions and Deliveries. 2.1 The Closing of each of the transactions transaction contemplated by Section 1.1 shall take place at the offices of D▇▇▇▇▇ & Whitney, LLP, 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 5:00 p.m., Seattle timethe Company, on the Effective Date or at such other place or different time or day as may be mutually acceptable to the Lead Investor and the Company.
2.2 The Closing of the transaction contemplated by Section 1.1 (a) is subject to the fulfillment of the following conditions (the "INITIAL " CLOSING CONDITIONS") which are for the benefit of each the Investor:
(a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Common Shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor;
(b) the Company's board of directors shall have authorized and approved the execution and delivery of this Agreement, the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, and the allotment and issuance of the Common Shares acquired upon exercise of the Warrants (the "Warrant SharesWARRANT SHARES");
(c) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors;
(d) no action or proceeding at law or in equity shall be pending or threatened by any person, including any government, governmental authority, regulatory body or agency to enjoin, restrict or prohibit the purchase and issuance of the Securities or the transactions contemplated hereby;
(e) the Company shall have entered into a Consulting Agreement for strategic management consulting services with Big Sky Management Ltd.;
(f) the Company and the Lead Investor shall have executed and delivered the Registration Rights Agreement in the form attached hereto as Schedule C; -----------
(g) the Company and each of the Principals and their respective spouses shall have executed and delivered the Escrow and Contribution Agreement in the form attached hereto as Schedule D; ----------
(h) the Principals shall have delivered Schedule E of this Agreement ----------- listing any and all Common Shares owned directly or indirectly by them;
(i) the Company shall have delivered a copy of resolutions of the Board of Directors of the Company certified by the secretary of the Company authorizing and approving the execution, delivery and performance of this Agreement;
(j) the Lead Investor, for its sole benefit, shall have completed its business, financial, legal and technical due diligence inquiries; and
(k) the Company shall have entered into an agreement with Silverback Data Management.
2.3 The Closing of each of the transactions contemplated by Section 1.1 (b), (c) and (d) is subject to the fulfillment of the following conditions (the "SUBSEQUENT CLOSING CONDITIONS") which are for the benefit of each Investor and which Subsequent Closing Conditions the Company covenants to exercise its reasonable best efforts to have fulfilled on or prior to each Closing Date:
(a) all relevant documentation and approvals as may be required, by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory authorities and by applicable rules and guidelines of any stock exchange on which the Company's common shares are listed, shall have been obtained and, where applicable, executed by or on behalf of the Investor;
(b) the issuance and delivery of the Units, the allotment and issuance of the Common Shares, the allotment and issuance of the Warrants, the allotment and issuance of the Warrant Shares and any adjustments to the Purchase Price or the number or type of securities required under the terms of this Agreement shall have been authorized by the board of directors of the Company;
(c) the Company shall have complied with its covenants contained in this Agreement to be complied with prior to such Closing, including the covenant related to the use of proceeds set forth in Section 1.5 and the covenants set forth in Section 4.2, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors;
(d) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the Closing Date, and the Company shall have delivered a certificate of a senior officer of the Company (acting without personal liability) to that effect to the Investors;
(e) each of the agreements contemplated in Sections 2.2 (f), (g) and (h) shall continue to be in full force and effect and there shall be no material breach in such agreements;
(f) the Company shall not (i) have applied for or consented to the appointment of, and there shall not have been a taking of possession by, a receiver, custodian, trustee or liquidator for the Corporation or any of its property; (ii) have become generally unable to pay its debts as they become due; (iii) have made a general assignment for the benefit of creditors or become insolvent; (iv) have filed or be served with any petition for relief under the Bankruptcy Code or any similar federal or state statute; (v) have any judgment entered against it in excess of $50,000 in any one instance or have any attachment or levy made to or against any of its property or assets; (vi) have defaulted with respect to any evidence of indebtedness or liability for borrowed money, or any such indebtedness shall not be paid as and when due and payable; or (vii) have assessed or imposed against it, or if there shall exist, any general or specific lien for any federal, state or local taxes or charges against any of its property or assets;
(g) neither the Company nor any Principal shall have taken any action which has had a substantial, adverse effect upon the Company's ability to meet its financial projections set forth in Section 4.1(ii) of this Agreement (by way of example and not of limitation, a Principal's voluntary termination of employment);
(h) the Company shall have paid, in accordance with Section 5.2, the Investor's Legal Fee; and
(i) the Company shall have prior to December 31, 2003 and the Closing of Tranche 3 in Section 1.1(c), converted debt, in the amounts set forth beside each Debt Holders name on Schedule G of this Agreement, payable ----------- as of the Effective Date into shares of common stock at $1.00 per share.
2.4 The Initial Closing Conditions and Subsequent Closing Conditions may be waived in writing in whole or in part by the Investors before Closing upon such terms as it may consider appropriate.
Appears in 1 contract