Second Closing Deliveries Sample Clauses

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, (iii) adopting and renewing the covenants and representations set forth in Sections 5, 8, 9, 10, 11, and 12 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, (iv) representing timely compliance by the Company with the Second Closing Condition, (v) representing the timely compliance by the Company with the Company’s applicable registration requirements set forth in Section 11 of this Agreement except as described in Section 1(c) above, and (vi) certifying that an Event of Default or an event that with the passage of time or the giving of notice could become an Event of Default except as described in Section 1(c) above, has not occurred. A legal opinion nearly identical to the legal opinion referred to in Section 6 of this Agreement shall be delivered to each Subscriber at the Second Closing in relation to the Company, Second Closing Notes and Second Closing Warrants (“Second Closing Legal Opinion”).

Second Closing Deliveries. (a) At the Second Closing (if and to the extent that such Second Closing occurs), the Company shall deliver or cause to be delivered to each applicable Purchaser the following: (i) one or more stock certificates evidencing that number of Additional Shares as set forth opposite such Purchaser's name on Schedule A hereto under the heading "Additional Shares", registered in the name of such Purchaser; (ii) a Warrant in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire that number of shares of Common Stock as set forth in Section 2.6(b); (iii) the legal opinion of Company Counsel, in the form of Exhibit E, executed by such counsel and delivered to the Purchasers; (iv) a certificate from the president of the Company certifying that all the representations and warranties of the Company contained in Section 3.1 herein are true and correct as of the Second Closing; and (v) any other documents reasonably requested by the Purchasers or Purchaser Counsel in connection with the Second Closing. (b) At the Second Closing, each applicable Purchaser shall deliver or cause to be delivered to the Company the following: (i) the purchase price set forth opposite such Purchaser's name on Schedule A hereto under the heading "Second Closing Purchase Price" (or as reduced in accordance with Section 2.3(d)), in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose; and (ii) a certificate from such Purchaser, if an individual, or an authorized executive officer of such Purchaser, if an entity, certifying that all the representations and warranties of such Purchaser contained in Section 3.2 herein are true and correct as of the Second Closing.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Initial Closing Date, and the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, (iii) adopting and renewing the covenants and representations set forth in Sections 5, 7, 8, 9, 10, 11, 12 and 13 of this Agreement in relation to the Second Closing Date, Second Closing Notes, and Second Closing Warrants, and (iv) certifying that an Event of Default or an event that with the passage of time or the giving of notice is reasonably likely to become an Event of Default has not occurred. A legal opinion identical to the legal opinion referred to in Section 6 of this Agreement, mutatis mutandis, shall be delivered to each Subscriber on the Second Closing Date (“Second Closing Legal Opinion”).

Second Closing Deliveries. 2.4.1 Subject to the terms and conditions of this Agreement, at the Second Closing the Seller shall deliver to the Purchaser: (a) an instrument of transfer of the applicable Purchased Shares held by the Seller, executed by the Seller, substantially in the form set forth on Exhibit A hereto; (b) a certificate executed by an officer of the Seller, in form and substance reasonably satisfactory to the Purchaser, confirming the satisfaction of the conditions contained in Section 6.5.1; and (c) a copy (certified by the BVI registered agent of the Company to be a true and correct copy) of the register of members of the Company recording the transfer of the applicable Purchased Shares from the Seller to the Purchaser, and evidencing the Purchaser as the holder of such Purchased Shares. 2.4.2 Subject to the terms and conditions of this Agreement, at the Second Closing the Purchaser shall deliver to the Seller: (a) a certificate executed by an officer of the Purchaser, in form and substance reasonably satisfactory to the Seller, confirming the satisfaction of the conditions contained in Section 6.4.1. 2.4.3 Subject to the terms and conditions of this Agreement, at the Second Closing, the Purchaser shall deliver to the Company a written instrument to be bound by and subject to the terms of the Investors’ Rights Agreement, in form and substance reasonably satisfactory to the Company, executed by Purchaser.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver a certificate (“Second Closing Certificate”) signed by its chief executive officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Second Closing Date as if such representations and warranties were made and given on all such dates, except for changes that do not constitute a Material Adverse Effect, (ii) certifying that the information contained in the schedules and exhibits hereto is substantially accurate as of the Second Closing Date, except for changes that do not constitute a Material Adverse Effect, and (iii) adopting and renewing the covenants and representations set forth in this Agreement in relation to the Second Closing Date and Second Closing Preferred Stock. A legal opinion nearly identical to the legal opinion referred to in this Agreement shall be delivered to each Purchaser on the Second Closing Date in relation to the Company, Second Closing Notes and Second Closing Preferred Stock (“Second Closing Legal Opinion”).

Second Closing Deliveries. At the Second Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Second Company Deliverables”): (i) a certificate evidencing the number of Shares to be delivered to the Investors at the Second Closing as set forth opposite their respective names on Schedule I hereto, registered in the name of such Investor (the number of Shares issuable to each Investor at the Second Closing as set forth opposite its name on Schedule I hereto); (ii) a Second 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 2.4(a)(i); and (iii) the legal opinion of Company Counsel, in agreed form, addressed to the Investors.

Second Closing Deliveries. On the Second Closing Date, the Company will deliver the Second Closing Shares, and each Subscriber will deliver its portion of the Second Closing Purchase Price (the “Second Closing”). The Company will deliver a certificate (“Second Closing Certificate”) signed by its chief operating officer and chief financial officer (i) representing the truth and accuracy of all the representations and warranties made by the Company contained in this Agreement, as of the Closing Date, the actual effective date of the Registration Statement and the Second Closing Date as if such representations and warranties were made and given on each of such dates, (ii) adopting the covenants of the Company set forth in Section 6 of this Agreement in relation to the Second Closing Shares, and (iii) representing the timely compliance by the Company with the Company’s registration requirements set forth in Section 8 of this Agreement. A legal opinion nearly identical to the legal opinion referred to in Section 3 of this Agreement shall be delivered to the Subscribers at the Second Closing in relation to the Company and Second Closing Shares (“Second Closing Legal Opinion”). The legal opinion must state that all of the Registrable Securities have been included for registration in an effective registration statement.

Second Closing Deliveries. On or prior to the Second Closing Date, the Company will deliver or cause to be delivered to the Purchaser: (a) the Warrant, if the Company Shareholder Approval has been obtained on or prior to the Second Closing Date; or (b) the Stock Appreciation Right, if the Company Shareholder Approval has not been obtained on or prior to the Second Closing Date; and (c) any Purchaser Expenses that have accrued following the Initial Closing Date and that are required to be paid in accordance with Section 7.1 hereof, by wire transfer of immediately available funds, which will be paid to the account or accounts that the Purchaser specifies to the Company in writing at least two days prior to the Second Closing Date.

Second Closing Deliveries. At the Second Closing: (a) The Investor shall pay US$13,000,000 by wire transfer of immediately available funds to the Closing Account or by such other payment methods as may be mutually agreed upon by the Company and the Investor; and (b) The Company shall (i) deliver to the Investor, free and clear of any Encumbrance, a share certificate registered in its name or the name(s) of its nominee(s) as directed by the Investor, evidencing the number of Subscribed Shares subscribed by the Investor, (ii) enter the Investor in the register of members of the Company as a holder of the Subscribed Shares subscribed by it, free and clear of any Encumbrance, evidencing the Investor’s Subscribed Shares as having been issued and credited as fully paid, and (iii) deliver to the Investor a certified true copy of the register of members of the Company reflecting the issuance of the Subscribed Shares subscribed by the Investor.