Purchaser Closing Deliverables Clause Samples

Purchaser Closing Deliverables. (i) At the Closing, each Purchaser shall deliver to the Company the following: (a) an amount, in cash equal to the respective “purchase price” set forth opposite such Purchaser’s name on Appendix A, by wire transfer of immediately available funds, to the account that has previously been identified to such Purchaser by the Company in writing (all such amounts together, the “Closing Payment”); (b) a joinder to the Shareholders Agreement in the form attached hereto as Exhibit B, duly executed by such Purchaser; and (c) a duly executed IRS Form W-9 or the applicable series of IRS Form W-8.

Purchaser Closing Deliverables. The Seller shall have received all of the Purchaser’s closing deliverables pursuant to Section 7.3.

Purchaser Closing Deliverables. (i) At any Closing, each Purchaser purchasing Class B Convertible Preference Shares or Class B-1 Convertible Preference Shares, as applicable, shall deliver to the Company the following: (a) an amount, in cash, equal to the respective “purchase price” set forth opposite such Purchaser’s name on Appendix A, by wire transfer of immediately available funds, to the account that has previously been identified to such Purchaser by the Company in writing (all such amounts together, the “Closing Payment”); (b) a joinder to the A&R Shareholders Agreement, duly executed by such Purchaser if such Purchaser is not already a party thereto; and (c) a duly executed IRS Form W-9 or the applicable series of IRS Form W-8. (ii) At any Closing, each Purchaser shall deliver to each other Purchaser a joinder to the A&R Shareholders Agreement, duly executed by such Purchaser if such Purchaser is not already a party thereto.

Purchaser Closing Deliverables. At or prior to Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following in form and substance satisfactory to the Vendor, acting reasonably: (a) a certificate of good standing of the Purchaser dated no more than one Business Day prior to the Closing Date; (b) a certificate of a senior officer of the Purchaser attaching and certifying (A) the notice of articles and articles of the Purchaser, (B) the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Investor Rights Agreement and (C) the incumbency of certain officers and/or directors of the Purchaser; (c) a bring-down certificate of a senior officer of the Purchaser confirming the satisfaction of the conditions set out in Sections 3.6(a) and 3.6(b); (d) a counterpart of the of the Investor Rights Agreement, duly executed by the Purchaser; (e) evidence of TSXV Approval of the issuance of the Consideration Shares and the listing thereof on the TSXV and of the Vendor becoming a Control Person (as defined by the rules of the TSXV) of the Purchaser; (f) evidence of the DV Shareholder Approval; and (g) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement that the Vendor has notified the Purchaser of at least five (5) Business days before Closing.

Purchaser Closing Deliverables. At the Closing, in addition to the payment for the Purchased Shares provided for in Section 2(b)(i) above, the Purchaser will deliver to the Company: (A) a copy of the Magellan Guaranty duly executed by the Purchaser; (B) a copy of the Voting Agreement duly executed by the Purchaser; and (C) a pre-emptive rights agreement in customary form reflecting the terms set forth in Exhibit C, duly executed by the Purchaser.

Purchaser Closing Deliverables. The Purchaser shall have delivered or caused to be delivered to the Sellers the items listed in Section 3.3.

Purchaser Closing Deliverables. At the Closing, Purchaser shall deliver or cause to be delivered to Seller: (i) the Purchaser’s Officer’s Certificate; (ii) the ▇▇▇▇ of Sale, duly executed by Purchaser; and (iii) the Subject Matter Agreement, duly executed by Purchaser.

Purchaser Closing Deliverables. At the Closing: (a) Purchaser shall, subject to Section 1.8, transmit to the following Persons, by wire transfer of immediately available funds to such Person’s account set forth in the Closing Consideration Spreadsheet: (i) to the Paying Agent, for further distribution to each Seller, an amount equal to (A) the aggregate amount payable to such Seller pursuant to Section 1.4 minus (B) such Seller’s Pro Rata Share of the Escrow Amount minus (C) such Seller’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (ii) to the Paying Agent, for further distribution to each holder of an Outstanding Option that constitutes a Non-Withholding Option, the consideration payable in respect of such Non-Withholding Option pursuant to Section 1.2(a), as set forth in the Closing Consideration Spreadsheet; (iii) to the Paying Agent, for further distribution to each holder of an Outstanding Warrant, an amount equal to (A) the aggregate amount payable to such holder pursuant to Section 1.4 minus (B) such holder’s Pro Rata Share of the Escrow Amount minus (C) such holder’s Pro Rata Share of the Expense Fund Amount, in each case, as set forth in the Closing Consideration Spreadsheet; (iv) to each creditor of any Acquired Company that delivers a Payoff Letter, the portion of the Closing Indebtedness Amount set forth in such Payoff Letter, as set forth in the Closing Consideration Spreadsheet; (v) to each Person entitled to receive a payment included in the Company Transaction Expense Amount that is not subject to Tax withholding by any Acquired Company, such payment, as set forth in the Closing Consideration Spreadsheet; (vi) to the payroll account of the applicable Acquired Company, (A) the consideration payable in respect of each Option that does not constitute a Non-Withholding Option pursuant to Section 1.2(a), (B) the consideration payable in respect of each Ungranted Equity Award pursuant to Section 1.2(e) and (C) any payment included in the Company Transaction Expense Amount that is subject to Tax withholding by any Acquired Company, in the case of each of clauses “(A)” through “(C),” as set forth in the Closing Consideration Spreadsheet; (vii) to the Escrow Agent, the Escrow Amount; and (viii) to the Sellers’ Representative, the Expense Fund Amount; (b) Purchaser shall deliver to the Company and the Sellers’ Representative the Escrow Agreement, duly executed by Purchaser; and (c) Purchaser shall deliver to the Co...

Purchaser Closing Deliverables. The Purchase Price;