Subsequent Closing Deliveries Sample Clauses

Subsequent Closing Deliveries. At a Subsequent Closing, if any, 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 Subsequent Acquired Companies that are the subject of such Subsequent Closing Date and/or (B) the Holding Company Equity Interests relating to the Holding Companies that own the Seller Equity Interests relating to the Subsequent Acquired Companies at the time of the Subsequent 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 Subsequent Acquired Companies that are the subject of such Subsequent Closing Date; (iii) Trademark License Termination Letter for each Seller Parent ▇▇▇▇ License Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by Seller Parent; (iv) Transition Trademark License Agreements for each country of the Territory, duly executed by Seller Parent and the applicable Subsequent Acquired Companies; (v) either a BIPHO Transition License Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by ▇▇▇▇ IP Holding LLC and the applicable Subsequent Acquired Companies, or alternative arrangements to achieve the same transition objectives; (vi) Services Termination Letter for each Technical Services Agreement to which one or more of the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date is a party, duly executed by all parties to those Technical Services Agreements; (vii) Transition Services Agreement for each country of the Territory in which the Subsequent Acquired Companies that are the subject of such Subsequent Closing Date operate, duly executed by Seller Parent and the applicable Initial Acquired Companies; (viii) Technical Information Confidential...

Subsequent Closing Deliveries. (a) On or prior to the Subsequent Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) bring down legal opinions of Company Counsel to the legal opinion delivered at the Initial Closing; (ii) bring down officers’ certificate of the Company as to the obligations set forth in Section 2.6(b); (iii) an Additional Note in the principal amount equal to $1.00 of note principal for each $0.90 of such Purchaser’s Subsequent Closing Subscription Amount registered in the name of such Purchaser with the Conversion Price therein equal to the Conversion Price then in effect with respect to the Notes issued on the Initial Closing Date;

Subsequent Closing Deliveries. Each Subsequent Closing shall take place initially via facsimile on the applicable Subsequent Closing Date in the manner set forth below. At each Subsequent Closing, the following deliveries shall be made:

Subsequent Closing Deliveries. At the Subsequent Closing, the Company shall deliver to each of the Founder Holdcos (a) a scanned copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the repurchase and cancellation of the Founder Holdcos Repurchased Shares at the Subsequent Closing, (b) the share certificate or certificates representing the Ordinary Shares held by such Founder Holdcos after the repurchase and cancellation of Founder Holdcos Repurchased Shares at the Subsequent 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 Subsequent Closing, the Founder Holdcos shall deliver to the Company the original share certificate(s) representing the Founder Holdcos Repurchased Shares for cancellation against payment of the Founder Holdcos Repurchase Price by wire transfer of U.S. funds by the Company to the bank account otherwise designated by such Founder Holdcos.

Subsequent Closing Deliveries. (a) At each Subsequent Closing, Seller shall deliver or cause to be delivered to the Purchaser: (i) certificates representing such Deferred Shares to be transferred to the Purchaser, duly endorsed for transfer to the Purchaser, which shall transfer to the Purchaser good and valid title to the Stock, free and clear of all Encumbrances; and (ii) a certificate, executed by Seller and dated as of the date of the Subsequent Closing, to the effect that the representations and warranties of Seller contained in this Agreement are true, correct and complete as of such date. (b) At each Subsequent Closing, the Purchaser shall deliver to Seller: (i) the appropriate Deferred Payment as set forth on Exhibit B; and (ii) a certificate, executed by the Purchaser and dated as of the date of the Subsequent Closing, to the effect that the representations and warranties of the Purchaser contained in this Agreement are true, correct and complete as of such date.

Subsequent Closing Deliveries. On a Subsequent Closing Date, the Company will deliver the Subsequent Closing Shares and Subsequent Closing Warrants to the Escrow Agent and each Subscriber will deliver his respective portion of the Purchase Price applicable thereto to the Escrow Agent. On a Subsequent Closing Date, the Company will deliver a certificate ("Subsequent Closing Certificate") signed by its chief executive officer or chief financial officer (i) representing the truth and accuracy in all material respects of all the representations and warranties made by the Company contained in this Agreement, as of the Subsequent Closing Date, as if such representations and warranties were made and given on such date, (ii) adopting the covenants and conditions set forth in Sections 9, 10, 11, and 12 of this Agreement in relation to the Shares and Warrants to be delivered on such Subsequent Closing Date, and (iii) certifying the non-occurrence of any material default by the Company of its obligations and undertakings contained in this Agreement. A legal opinion nearly identical to the legal opinion substantially in the form Annexed hereto as Exhibit C shall be delivered to each Subscriber purchasing Securities at the Subsequent Closing in relation to the Company and the Shares and Warrants to be purchased on such Subsequent Closing Date ("Subsequent Closing Legal Opinion").

Subsequent Closing Deliveries. (a) On or prior to any subsequent Closing Date, the Company shall deliver or cause to be delivered to the Escrow Agent the following: (i) bring down legal opinions of Company Counsel to the legal opinion delivered at the Closing; (ii) a certificate evidencing a number of Shares equal to such Purchaser’s subsequent Closing Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the number of Shares equal to one hundred percent (100%) of the number of Shares purchased on the subsequent Closing Date with an exercise price equal to the then in effect Exercise Price of the Warrants delivered at the Closing, subject to adjustment therein. (b) On or prior to the subsequent Closing Date, each Purchaser shall deliver or cause to be delivered to the Escrow Agent, the following: (i) the subsequent Closing Escrow Agreement duly executed by such Purchaser; and (ii) to Escrow Agent, such Purchaser’s subsequent Subscription Amount by wire transfer to the account specified in the subsequent Closing Escrow Agreement.

Subsequent Closing Deliveries. (a) At each Subsequent Closing, Company shall execute, issue and deliver (as applicable) to Buyer: (i) evidence reasonably satisfactory to Buyer of the issuance to Buyer of the Subsequent Closing Purchased Securities and the applicable RSUs; (ii) a certificate of an authorized officer, given by such officer on behalf of Company, certifying as true and correct as of the Subsequent Closing Date copies attached thereto of Company’s (A) Charter Documents and (B) resolutions of the Board approving (1) the Approved Transaction and the execution, delivery and performance of documents related thereto and (2) the consummation of the transactions contemplated by this Agreement to take place at such Subsequent Closing; and (iii) a certificate of an authorized officer of Company certifying that Company’s representations and warranties set forth in Sections 4.1, 4.2, 4.3, 4.10 (other than 4.10(e)) and 4.11 (the “Bring-Down Representations”) are true and correct as of such Subsequent Closing Date and that Company has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Company on or before such Subsequent Closing. (b) At each Subsequent Closing, Buyer shall execute, as applicable, and deliver, or cause to be delivered, to Company: (i) the Subsequent Closing Consideration by wire transfer of immediately available funds to the account or accounts designated by Company at least two (2) Business Days prior to the applicable Subsequent Closing Date; (ii) certified copies of Buyer’s (A) Charter Documents and (B) resolutions of the board of directors of Buyer approving the consummation of the transactions contemplated by this Agreement to take place at such Subsequent Closing; and (iii) a certificate of an authorized officer of Buyer certifying that Buyer’s representations and warranties set forth in Sections 5.1, 5.2 and 5.3 are true and correct as of such Subsequent Closing Date and that Buyer has performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by Buyer on or before such Subsequent Closing.

Subsequent Closing Deliveries. (a) At each Subsequent Closing, subject to the terms and conditions hereof, the Company will deliver to the Purchaser: (i) stock certificates evidencing the Additional Purchased Stock purchased at such Subsequent Closing, free and clear of any Liens (as defined below) (other than Liens created hereunder or pursuant to any of the Transaction Agreements), registered in the name of the Purchaser or one or more of its nominees; and (ii) a receipt for the applicable Additional Purchase Price. (b) At each Subsequent Closing, subject to the terms and conditions hereof, the Purchaser shall deliver to the Company: (i) the Additional Purchase Price with respect to the Additional Purchased Stock purchased at such Subsequent Closing by wire transfer of the Additional Purchase Price in immediately available funds to an account (or accounts) designated by the Company at least two Business Days prior to such Subsequent Closing Date; and (ii) a receipt for the Additional Purchased Stock.