Initial Closing Deliveries Sample Clauses

Initial Closing Deliveries. At the Initial Closing, in addition to any other documents or agreements required under this Agreement, (a) Sellers or Seller Parent shall deliver to Purchaser the following: (i) certificates (or similar documents) evidencing (A) all of the Sellers Equity Interests relating to the Initial Acquired Companies and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Initial Acquired Companies at the time of the Initial Closing, in either case that are certificated, which certificates shall be duly endorsed in blank or accompanied by duly executed stock powers or stock transfer forms, assignments of such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, that are uncertificated or other duly executed instruments of conveyance sufficient to validly transfer such Sellers Equity Interests or Holding Company Equity Interests, as the case may be, to Purchaser; (ii) the resignations referred to in Section 6.9 relating to the Initial Acquired Companies; (iii) a certificate of the secretary or an assistant secretary of Seller Parent dated as of the Initial Closing Date certifying resolutions of the board of directors of Seller Parent approving and authorizing the execution, delivery and performance by Seller Parent of this Agreement and its Related Agreements and the consummation by Seller Parent of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are in full force and effect (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller Parent); (iv) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by Seller Parent; (v) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Initial Acquired Companies; (vi) either a BIPHO Transition License Agreement for each country of the Territory in which the Initial Acquired Companies operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Initial Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vii) Services Termination Letter for each Technical Services Agreement to which one or more of the Initial Acquired Companies is a party, duly executed by all parties to those Technical Services Agreements; ...

Initial Closing Deliveries. (a) At or prior to the Initial Closing, the Company shall deliver or cause to be delivered to the Investor the following (the “Company Deliverables”): (i) the Note in the aggregate principal amount of the Investment Amount, registered in the name of the Investor; (ii) the legal opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in the form of Exhibit C, addressed to the Investor; (iii) the legal opinion of ▇▇▇▇▇▇ ▇▇▇▇ Nemerovski ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation, in the form of Exhibit D, addressed to the Investor; (iv) the Registration Rights Agreement, duly executed by the Company; (v) security agreements, duly executed by each of the Company and WHI, in the forms attached hereto as Exhibit E and Exhibit F, respectively (as amended, supplemented or otherwise modified from time to time, the “Security Agreements”); (vi) a clinical and marketing support services agreement, duly executed by the Company, in the form attached hereto as Exhibit G (as amended, supplemented or otherwise modified from time to time, the “Support Services Agreement”); (vii) appropriate Lien and record search reports as of the most recent practicable date, showing that there are no liens on the collateral security granted under the Security Agreements, other than Permitted Liens; (viii) the Voting Agreements, duly executed by each of the Company’s shareholders listed on Exhibit 2.2(a)(viii), in the form attached hereto as Exhibit H; (ix) this Agreement duly executed by the Company and WHI; and (x) any other documents reasonably requested by the Investor. (b) At the Initial Closing, the Investor shall deliver or cause to be delivered to the Company the following (the “Investor Deliverables”): (i) $1,000,000 of its Investment Amount in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; (ii) the Registration Rights Agreement, duly executed by the Investor; (iii) the Security Agreements, duly executed by the Investor; (iv) the Support Services Agreement, duly executed by the Investor; and (v) this Agreement, duly executed by the Investor.

Initial Closing Deliveries. At the Initial Closing, the Parties shall take, or cause to be taken, the following actions: (a) each relevant member of the TEF Group and each relevant member of the PT Group shall transfer to the Company its Initial Capital Contributions; (b) the relevant member of the TEF Group and the relevant member of the PT Group shall sign a notarial deed of issuance pursuant to which the relevant Company Shares are issued to such relevant member of the TEF Group and such relevant member of the PT Group; (c) the shareholders’ register of the Company shall be duly updated to reflect the number of Company Shares held by each Group; (d) the delivery of letters or other documents evidencing the waiver of any applicable rights of first refusal which otherwise could be exercised by any Person in connection with the transfer, to the Company, of the Initial Capital Contributions; and (e) the relevant member of the TEF Group and the relevant member of the PT Group and the Company shall take all other actions and execute all other documents, certificates and requests as may reasonably be required for the timely completion of transfer to the Company of the Initial Capital Contributions.

Initial Closing Deliveries. At the Initial Closing, each Party shall deliver (or cause to be delivered) to the other Party: (i) evidence of the fulfillment of all the Initial Closing Conditions for which it is responsible (other than those that have been waived by the other Party); (ii) a share transfer form in favor of AGH Co in respect of the Shares duly executed by the AGH together with the original share certificate in the name of the AGH in respect thereof; (iii) share certificates in the name of AGH Co and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such Shares; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectively; (v) five (5) counterparts of the Shareholders Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT Co; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectively; (vii) three (3) counterparts of IP Transfer and License Agreement duly executed by AGH, ANT and the Koubei Holdco; (viii) three (3) counterparts of Shared Services Agreement duly executed by AGH, ANT and the Koubei Holdco; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei Holdco; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.; (xi) a copy of the directors or shareholders resolutions of such Party authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated thereby; and (xii) with respect to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated thereby.

Initial Closing Deliveries. (a) At the Initial Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Initial Company Deliverables”): (i) a certificate evidencing the number of Shares to be delivered to such Investor at the Initial Closing (which shall not, for all Investors in the aggregate, exceed 592,372 shares of Common Stock), as set forth opposite its name on Schedule I hereto, registered in the name of such Investor (the number of Shares issuable to each Investor at the Initial Closing as set forth opposite its name on Schedule I hereto); (ii) a First Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock that equals 40% of the number of Shares issuable to such Investor pursuant to Section 2.2(a)(i); (iii) the legal opinion of Company Counsel, in agreed form, addressed to the Investors; (iv) the Registration Rights Agreement duly executed by the Company; and (v) the Escrow Agreement, duly executed by the Company. (b) At the Initial Closing, each Investor shall deliver or cause to be delivered the following (the “Investor Deliverables”): (i) its Investment Amount (rounded up to the nearest whole dollar) as set forth opposite its name on Schedule I hereto, which shall have been deposited in accordance with Section 4.14 and which will be distributed in accordance with joint written instructions provided by the Company and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC; and (ii) the Registration Rights Agreement duly executed by such Investor.

Initial Closing Deliveries. The Initial Closing shall take place initially via facsimile on the Initial Closing Date in the manner set forth below.

Initial Closing Deliveries. At the Initial Closing: (a) Parent shall deliver to HomeMark a stock certificate (together with stock powers executed in blank) representing the Subsidiary Stock. (b) HomeMark shall deliver to Parent the Purchase Price in immediately available funds.

Initial Closing Deliveries. At the Initial Closing, the Company shall deliver to the Investor (a) a scanned copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Investor of the Series D-1 Preferred Shares being purchased but unpaid and the repurchase and cancellation of the Qualcomm Repurchased Shares at the Initial Closing, (b) the share certificate or certificates representing the relevant Series D-1 Preferred Shares being purchased but unpaid by the Investor at the Initial Closing, and (c) all Transaction Documents duly executed by relevant Parties. At the Initial Closing, the Company shall deliver to Qualcomm (a) a scanned copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Investor of the Series D-1 Preferred Shares being purchased but unpaid and the repurchase and cancellation of the Qualcomm Repurchased Shares at the Initial Closing, (b) the share certificate or certificates representing the Series A Preferred Shares held by Qualcomm after the repurchase of Qualcomm Repurchased Shares at the Initial Closing subject to any tax payment or tax withholding obligation under Circular 698 filing and tax filing arrangement under Section 9.9, and (c) all Transaction Documents duly executed by relevant Parties. At the Initial Closing, Qualcomm shall deliver to the Company the original share certificate(s) representing the Qualcomm Repurchased Shares for cancellation against payment of the Qualcomm Repurchase Price by wire transfer of U.S. funds by the Company to the account otherwise designated by Qualcomm. At the Initial Closing, the Investor and Qualcomm shall deliver to the Company all Transaction Documents duly executed by the Investor and Qualcomm.

Initial Closing Deliveries. The Company shall have delivered to BSC each of the documents referred to in Section 1.2 above, and such documents shall be in form and substance reasonably satisfactory to BSC.