Deliveries Sample Clauses

Deliveries. Buyer shall have made or stand willing to make all the deliveries set forth in Section 8.3.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit D attached hereto; (iii) a Debenture with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by $0.60, with an exercise price equal to $0.85, subject to adjustment therein; (v) the Subsidiary Guarantee, duly executed by all Subsidiaries of the Company; and (vi) the Registration Rights Agreement duly executed by the Company. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and (iii) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent and the Purchasers addressed to the Placement Agent and the Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) a copy of each of the Lockup Agreements in the form of Exhibit B hereof (the “Lockup Agreement”), by and between the Placement Agents and each of the Company’s director, officers and 10% shareholders listed on Schedule 2.2(a)(v) attached hereto (the “Shareholders”), duly executed by the parties thereto (vi) a Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to [●]% of such Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein; and (vii) the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such ▇▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form of Exhibit F attached hereto; (iii) a Debenture equal to such Purchaser’s Debenture Subscription Amount, registered in the name of such Purchaser; (iv) a Series E-1 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Conversion Shares and Series E-7 Warrant Shares, with an exercise price equal to $1.05, subject to adjustment therein; (v) a Series E-2 Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 25% of such Purchaser’s Conversion Shares and Series E-7 Warrant Shares, with an exercise price equal to $1.30, subject to adjustment therein; (vi) a Series E-4 “Greenshoe” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Conversion Shares and Series E-7 Warrant Shares, with an exercise price equal to $1.01, subject to adjustment therein; (vii) a Series E-5 “Vesting” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Warrant Shares underlying the Series E-4 Warrant, with an exercise price equal to $1.05, subject to adjustment therein; (viii) a Series E-6 “Vesting” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 25% of such Purchaser’s Conversion Shares and Series E-7 Warrant Shares, with an exercise price equal to $1.30, subject to adjustment therein; (ix) a Series E-7 “Pre-Paid” Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Warrant Subscription Amount divided by the Conversion Price, less $0.01, with an exercise price equal to $0.01, subject to adjustment therein; (x) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); (xi) the Registration Rights Agreement duly executed by the Company. (xii) the Voting Agreements; (xiii) the Subsidiary Guarantee, duly executed by the parties thereto; and (xiv) the Lock-Up Agreements. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company,...

Deliveries. (a) On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser (unless otherwise set forth below) or the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of the Company U.S. Counsel, in the form of Exhibit B-1 attached hereto; (iii) a legal opinion of the Company Italian Counsel, in the form of Exhibit B-2 attached hereto; (iv) a legal opinion of the Depositary Counsel, in the form of Exhibit B-3 attached hereto; (v) an ADR evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, registered in the name of such Purchaser; (vi) to the Escrow Agent, a Warrant registered in the name of such Purchaser to purchase up to a number of Warrant Shares equal to 40% of the Shares purchased by such Purchaser hereunder, with an exercise price equal to $9.69, subject to adjustment therein; (vii) the Escrow Agreement, duly executed by the Company and the Escrow Agent; (viii) the Voting Agreement, duly executed by FinSirton; and (ix) the Registration Rights Agreement duly executed by the Company. (b) On the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Closing Payment by wire transfer to the account as specified in writing by the Company; (iii) to the Escrow Agent, such Purchaser’s Holdback Amount by wire transfer to the account as specified according to the Escrow Agreement; (iv) the Voting Agreement duly executed by such Purchaser; (v) the Proxy duly executed by such Purchaser; and (vi) the Registration Rights Agreement duly executed by such Purchaser.

Deliveries. (a) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and S▇▇▇▇▇▇▇; (iii) subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; (vi) on the date hereof, the duly executed Lock-Up Agreements; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) this Agreement duly executed by such P▇▇▇▇▇▇▇▇; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.