The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing: (a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes; (b) Blank shall deliver to the Company the Blank Notes; (c) Blank Trust shall deliver to the Company the Blank Trust Notes; (d) ITC shall deliver to the Company the ITC Notes; (e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and (f) The Company shall deliver to each of Blank, Blank Trust and ITC (i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholder.
Appears in 1 contract
Sources: Securities Exchange Agreement (Aegis Communications Group Inc)
The Closing. The closing (a) At the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D SharesClosing, Series E Shares and Warrants by the Company to the Noteholders which shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulInvisa, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as the following actions shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notestake place simultaneously;
(bi) Blank Centurian shall deliver the original of each of the First Note, the Second Note and the Third Note to the Company the Blank NotesInvisa for cancellation;
(cii) Blank Trust Invisa shall deliver to indicate on the books and records of the Company the Blank Trust Notes;
that Fifty Thousand (d$50,000) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notesprincipal amount of the Fourth Note has been paid in full and that the principal thereof has been reduced to One Hundred Thousand ($100,000) dollars; and
(fiii) The Invisa shall deliver instructions to Invisa’s transfer agent to issue to Centurian, a certificate(s) representing 34,090,909 shares of Invisa Common stock registered in the name of Centurian, or its designee, bearing the following restrictive legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR (II) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS AND AN OPINION OF COUNSEL TO THAT EFFECT, IF SO REQUIRED BY THE ISSUER OF THESE SHARES.
(iv) Centurian and the Company shall deliver notice to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant Escrow Agent to purchase release shares held as collateral to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderCompany.
Appears in 1 contract
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $10,000,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver to each Purchaser (1) the Debentures in the aggregate principal amount of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock upon the terms set forth therein (collectively, the "Class A Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit E, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms set forth therein (collectively, the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), (4) the legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇▇ tside counsel to the Company, substantially in the form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), the Transfer Agent Instructions, in the form of Exhibit F, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and the Letter Agreement, dated the date hereof, among the Purchasers and the Company in the form of Exhibit G (the "Letter Agreement"); and (B) each Purchaser shall deliver to the Company (1) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Company Closing Date in writing by the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoCompany, and (iii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including an executed Registration Rights Agreement and Letter Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Neotherapeutics Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase 500 shares of Preferred Stock (the "CLOSINGShares") for an aggregate purchase price of $5,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ Exhibit D, registered in the name on ATTACHMENT A attached heretoof such Purchaser, (ii) pursuant to which such Purchaser shall have the right to acquire a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'equal to 15% of such Purchaser's purchase price for the Shares being acquired by it, divided by the Per Share Market Value (as defined below) (collectively, the "Warrants"), (3) the legal opinion of Brya▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes▇▇▇, outside counsel to the Company in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and (5) a copy of the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
or as directed by the Company (i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant to purchase an executed copy of this Agreement and the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderRegistration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Hearx LTD)
The Closing. The closing (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders under this Agreement shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, Hale ▇▇▇ Dorr ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇60 S▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 9:00 a.m. on the date of this Agreement, or at such other time or on such other time, date and place as shall be agreed upon among are mutually agreeable to the Noteholders Company and the Company, such hour and Purchasers. The date being herein generally of the Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:
(a) ▇▇▇▇▇▇ the Company shall deliver to the Purchasers certificates, as of the most recent practicable date, as to (i) the corporate good standing of the Company issued by the ▇▇▇▇▇▇ NotesSecretary of State of the State of Delaware and (ii) the due qualification of the Company as a foreign corporation from the Secretary of State of each state in which the Company is so qualified;
(b) Blank the Company shall deliver to the Company Purchasers the Blank NotesCertificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware;
(c) Blank Trust the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the Blank Trust Notes;By-laws of the Company, and (ii) resolutions of the Board of Directors and stockholders of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby.
(d) ITC Hale ▇▇▇ Dorr ▇▇▇, counsel for the Company, shall deliver to the Company Purchasers an opinion, dated the ITC NotesClosing Date, in the form attached hereto as EXHIBIT B;
(e) The Company shall deliver to ▇▇▇▇the Company, Chin-Chen▇ ▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A e "Founder") and the Purchasers shall execute and deliver the Investor Rights Agreement in the form attached hereto, hereto as EXHIBIT C (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and"Investor Agreement");
(f) The the Company, the Founding Stockholders (as defined therein) and the Purchasers shall execute and deliver the Right of First Refusal and Co-Sale Agreement in the form attached hereto as EXHIBIT D (the "Right of First Refusal Agreement");
(g) the Company shall deliver to each Purchaser a certificate for the number of BlankShares being purchased by such Purchaser, Blank Trust and ITCregistered in the name of such Purchaser;
(h) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Purchaser, by wire transfer or certified check; and
(i) the Company and the Purchasers shall execute and deliver a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderCross-Receipt.
Appears in 1 contract
Sources: Series D Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)
The Closing. (a) The closing of the sale and purchase (the "CLOSINGClosing") shall take place at the principal offices of the surrender of Notes by Purchaser on Tuesday, December 14, 1999 or at such date and time thereafter as the Noteholders parties hereto shall mutually agree in writing (the "Closing Date").
(b) At the Closing, Sellers shall deliver or cause to be delivered to the Company Purchaser;
(i) a duly executed ▇▇▇▇ of sale substantially in the form of Schedule C hereto ("▇▇▇▇ of Sale") and other good and sufficient instruments of transfer and conveyance, including assignments if appropriate, as shall vest in Purchaser all of Sellers' rights, title and interest in and to the issuance Assets, free from all encumbrances;
(ii) a duly executed assignment to Purchaser of the Series D Sharesexclusive right to use of all of Sellers' registered and unregistered patents, Series E Shares trademarks and Warrants by tradenames including the Company right to the Noteholders shall occur at 10:00 a.m.name "Right Body Foods";
(iii) an employment agreement (the "Employment Agreement") in the form of Schedule D hereto, Los Angeles time, on the date hereof, at the offices of Paul, Hastings, duly executed by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP;
(iv) a non-competition agreement (the "Non-Competition Agreement") in the form of Schedule E hereto, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ duly executed by ▇▇▇▇▇▇▇;
(v) a duly executed assignment of the lease of the Premises in Syosset, ▇▇▇▇ ▇▇▇▇▇Long Island, ▇▇▇ New York utilized by RBF in the operation of the Health Food Business to Purchaser and a duly executed consent from the Landlord with respect to such assignment;
(vi) an investment representation letter substantially in the form of Schedule F hereto, with respect to the shares of BRLI common stock to be issued at the Closing, duly executed by the recipient(s) of such shares; and
(vii) all such other duly executed assignments and consents, satisfactory in form and content to the Purchaser, as the Purchaser may reasonably require in order to effectuate transfer of the Assets to the Purchaser.
(c) At the Closing, the Purchaser shall deliver or cause to be delivered to RBF and/or ▇▇▇▇▇▇▇, as the case may be;
(i) a duly executed assumption of certain liabilities agreement substantially in the form of Schedule G hereto ("Assumption of Certain Liabilities Agreement") as shall be binding upon both BRLI and the Purchaser with respect to those liabilities of RBF specifically enumerated on Schedule B;
(ii) an aggregate 180,000 shares of BRLI's authorized but unissued common stock to RBF, or if RBF so designates in writing, to ▇▇▇▇▇▇▇, registered in the recipient's name, in full payment (together with the Assumption of Certain Liabilities Agreement) for the Assets;
(iii) the Employment Agreement, duly executed by BRLI;
(iv) the Non-Competition Agreement, duly executed by BRLI and the Purchaser;
(v) an aggregate 20,000 shares of BRLI's authorized but unissued common stock to ▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) registered in ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoname, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, in full payment for her execution and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesNon-Competition Agreement;
(vi) an assumption by Purchaser of the lease for the Premises in Syosset, Long Island, New York and a guarantee of the Purchaser's obligations thereunder executed by BRLI; and
(fvii) The Company shall deliver all such other duly executed consents and assumptions satisfactory in form and content to each of Blankthe Sellers, Blank Trust and ITC
(i) a certificate or certificates evidencing as the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant Sellers may reasonably require in order to purchase consummate the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholdertransactions described herein.
Appears in 1 contract
Sources: Asset Sale/Purchase Agreement (Bio Reference Laboratories Inc)
The Closing. The closing (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders under this Agreement shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, Hale ▇▇▇ Dorr ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇60 S▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ 9:00 a.m. on the date of this Agreement, or at such other time or on such other time, date and place as shall be agreed upon among are mutually agreeable to the Noteholders Company and the Company, such hour and Purchasers. The date being herein generally of the Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:
(a) ▇▇▇▇▇▇ the Company shall deliver to the Purchasers certificates, as of the most recent practicable date, as to (i) the corporate good standing of the Company issued by the ▇▇▇▇▇▇ NotesSecretary of State of the State of Delaware and (ii) the due qualification of the Company as a foreign corporation from the Secretary of State of each state in which the Company is so qualified;
(b) Blank the Company shall deliver to the Company Purchasers the Blank NotesCertificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware;
(c) Blank Trust the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the Blank Trust Notes;By-laws of the Company, and (ii) resolutions of the Board of Directors and stockholders of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby.
(d) ITC Hale ▇▇▇ Dorr ▇▇▇, counsel for the Company, shall deliver to the Company Purchasers an opinion, dated the ITC NotesClosing Date, in the form attached hereto as EXHIBIT B;
(e) The Company shall deliver to ▇▇▇▇the Company, Chin-Chen▇ ▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A e "Founder") and the Purchasers shall execute and deliver the Investor Rights Agreement in the form attached hereto, hereto as EXHIBIT C (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and"Investor Agreement");
(f) The the Company shall deliver to each of Blank, Blank Trust and ITC
(i) Purchaser a certificate or certificates evidencing for the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held being purchased by such NoteholderPurchaser, registered in the name of such Purchaser;
(g) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Purchaser, by wire transfer or certified check; and
(h) the Company and the Purchasers shall execute and deliver a Cross-Receipt.
Appears in 1 contract
Sources: Series E Preferred Stock Purchase Agreement (Arrowpoint Communications Inc)
The Closing. The (i) Subject to the terms and conditions set ----------- forth in this Agreement, the closing of the purchase and sale of the debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson Silverm▇▇") ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ 90 ▇▇▇▇▇▇ ▇f ▇▇▇ ▇▇e▇▇▇▇▇, ▇▇▇▇ ▇New ▇▇▇▇, ▇New Yo▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ely ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇ ▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate er date or certificates evidencing other place as the number parties may agree. The date of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, the Closing is hereinafter referred to as the "Closing Date."
(ii) a certificate At the Closing, the parties shall deliver or certificates evidencing shall cause to be delivered the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and following: (iiiA) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each Purchaser: (1) 10% Secured Convertible Debentures in the form of Blank, Blank Trust and ITC
Exhibit A --------- (i"Closing Debentures") a certificate or certificates evidencing in the number of Series E Shares set forth across aggregate principal amount indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement for the Closing Debentures, registered in the name of such Purchaser, (2) the legal opinion of Locke Liddell & Sapp LLP, outside counsel to the Company, in the form ▇▇ ▇xhibit ------- B, (3) an executed Registration Rights Agreement, dated the date hereof, among -- the Company and the Purchasers, in the form of Exhibit C (the "Registration --------- Rights Agreement"), (4) Transfer Agent Instructions, in the form of Exhibit D, ---------- delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (5) an executed Security Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit E (the "Security --------- Agreement"), and (ii6) a Warrant an executed Intellectual Property Security Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D --------- (the "IP Security Agreement"), and (B) each Purchaser will deliver to purchase the number of shares of Common Stock set forth across Company: (1) the Closing Debentures indicated below such NoteholderPurchaser's name on ATTACHMENT the signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in writing by the Company for such purpose, and (2) an executed original of each of the Registration Rights Agreement, Security Agreement, IP Security Agreement and this Agreement.
(iii) If each of the conditions set forth in Section 1.1(b) have been either satisfied by the Company or waived by each Purchaser, then promptly (not exceeding five days) after the Effective Date (as defined herein), (A) the Company will deliver to each Purchaser, 10% Secured Convertible Debentures in the form of Exhibit A attached hereto(the "Additional Debentures" and together --------- with the Closing Debentures, the "Debentures"), in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement for Additional Debentures, registered in the name of such Purchaser, and (B) each Purchaser will, against delivery of its Additional Debentures, deliver to the Notes held Company, an amount equal to the principal amount of Additional Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose. The date, if any, on which the deliveries contemplated in this paragraph occurs is the "Additional Funding Date."
Appears in 1 contract
Sources: Secured Convertible Debenture Purchase Agreement (Demarco Energy Systems of America Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase an aggregate of 528,634 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $6,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth across therein, at an exercise price per share (subject to adjustment as provided therein) of $12.00 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoLLP, against delivery outside counsel to the Company, substantially in the form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the ▇▇▇▇▇▇ NotesClosing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
the Company (i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇commencing at 10:00 a.m. Central time on the earlier of (i) the date of closing of the transactions contemplated by the Sendero Purchase Agreement if on such date the conditions set forth in Article 7 below have been satisfied or waived and (ii) the fifth Business Day following the date on which the last of the conditions set forth in Article 7 below have been satisfied or waived (other than those conditions that by their nature cannot be satisfied until the Closing, but subject to the satisfaction or at waiver of such other time conditions) or on such other date or place as the Parties may mutually agree in writing (such date, the “Closing Date”). The Closing shall be agreed upon among deemed to have been consummated at 12:01 a.m., Central time, on the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEClosing Date." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank At the Closing, the Contributor shall deliver or cause to be delivered to the Company Contributee the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITCfollowing:
(i) a certificate or certificates duly executed counterpart by the Contributor of an assignment of the Contributed Interests in substantially the form attached hereto as Exhibit A (the “Assignment Agreement”) evidencing the number Contributor’s contribution, assignment, transfer and conveyance to the Contributee of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and the Contributed Interests;
(ii) a Warrant duly executed counterpart by the Contributor of a registration rights agreement in substantially the form attached hereto as Exhibit B (the “Registration Rights Agreement”);
(iii) a duly executed counterpart by the Contribution of a Director Nomination Agreement in substantially the form attached as Exhibit C (the “Director Nomination Agreement”);
(iv) a duly completed and executed IRS Form W-9;
(v) the certificate referred to purchase in Section 7.1(c); and
(vi) such other certificates and documents as may be required pursuant to this Agreement and/or as may be reasonably requested by the Contributee and agreed to by the Contributor in writing prior to the Closing to carry out the intent and purposes of this Agreement.
(c) At the Closing, the Contributee shall deliver or cause to be delivered to the Contributor the following:
(i) the Common Units comprising the Closing Consideration in book entry form, registered in the name of the Contributor (or its designees) and provide the Contributor with a letter of issuance from the Contributee’s transfer agent or other customary confirmation of issuance;
(ii) a duly executed counterpart by the Contributee of the Assignment Agreement;
(iii) a duly executed counterpart by the Contributee of the Registration Rights Agreement;
(iv) the certificate referred to in Section 7.2(c);
(v) in the event that following the date hereof and prior to the Closing the Contributee establishes a record date for a distribution of cash to the holders of its Common Units, an amount in cash, payable via wire transfer in immediately available funds, equal to the product of (x) the number of shares Common Units comprising the Closing Consideration and (y) the amount of the per Common Unit distribution of cash payable to the holders of Common Stock set forth across Units as of such Noteholder's name on ATTACHMENT A attached hereto, against delivery record date(s); and
(vi) such other certificates and documents as may be required pursuant to this Agreement and/or as may be reasonably requested by the Contributor and agreed to by the Contributee in writing prior to the Closing to carry out the intent and purposes of the Notes held by such Noteholderthis Agreement.
Appears in 1 contract
Sources: Contribution Agreement (Crestwood Equity Partners LP)
The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,191,781 shares of Common Stock (the "SHARES") for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Shares (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATE." At the Closing:
, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of EXHIBIT A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the EXHIBIT 10(A)-1. right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each a "WARRANT" and collectively, the "WARRANTS"), (3) the legal opinion of ▇▇▇▇▇▇ shall deliver Godward LLP, outside counsel to the Company, substantially in the form of EXHIBIT D, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (5) the Escrow Agreement (the "ESCROW AGREEMENT") of even date hereof, among the Company, ▇▇▇▇▇▇ Notes;
Capital Group, Ltd. and Lasalle National Bank (bthe "ESCROW AGENT"), and (B) Blank each Purchaser shall deliver to the Company Escrow Agent for delivery in accordance with the Blank Notes;
Escrow Agreement) (c1) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ purchase price indicated below such Purchaser's name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretosignature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (iii2) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust an executed Registration Rights Agreement and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderEscrow Agreement.
Appears in 1 contract
The Closing. The (a) Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "CLOSINGClosing") shall take place as promptly as possible but no later than____________________, or the business day following the day the last of the surrender of Notes by the Noteholders conditions set forth in Article V shall have been fulfilled or waived (other than those that this Agreement contemplates will be satisfied at or immediately prior to the Company and the issuance of the Series D SharesClosing), Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇whichever is sooner, or at such other time or on such other date as shall be mutually agreed upon among by the Noteholders and the Company, such hour and date being herein generally referred to as Parties (the "CLOSING DATEClosing Date")." At
(b) Subject to the conditions set forth in this Agreement, the Parties agree to consummate the following transactions at the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate Copies of Global's bylaws and resolutions adopted by the board of directors of Global authorizing the execution and delivery of, and performance of the Shareholders' and officers' or certificates evidencing directors' obligations under this Agreement, certified by the number Secretary or an Assistant Secretary of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Global.
(ii) a certificate or certificates evidencing Copies of RTC's bylaws and resolutions adopted by the number board of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretodirectors of RTC authorizing the execution and delivery of, and performance of the Shareholders' and officers' or directors' obligations under this Agreement, certified by the Secretary or an Assistant Secretary of RTC.
(iii) Global shall assign and transfer to the RTC Shareholders the Global Shares, by physically delivering to the RTC Shareholders one (1) or more stock certificates representing the Global Shares being transferred, duly endorsed or accompanied by duly executed stock powers (with a Warrant medallion guaranty, if required by the RTC Shareholders' transfer agent) sufficient to purchase validly transfer the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of Global Shares to the ▇▇▇▇▇▇ NotesRTC Shareholders; and
and (fiv) The Company RTC Shareholders shall deliver assign and transfer to each of BlankGlobal the RTC Shares, Blank Trust and ITC
by physically delivering to Global one (i1) a certificate or more stock certificates evidencing representing the number of Series E RTC Shares set forth across such Noteholder's name on ATTACHMENT A attached heretobeing transferred, and (ii) a Warrant duly endorsed or accompanied by duly executed stock powers sufficient to purchase validly transfer the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderRTC Shares to Global.
Appears in 1 contract
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $2,500,000. The closing of the purchase and sale of the Debentures (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATE." At the Closing:"
(aii) ▇▇▇▇▇▇ On the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) the Debentures in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ EXHIBIT D, registered in the name on ATTACHMENT A attached heretoof such Purchaser, (ii) a certificate or certificates evidencing pursuant to which such Purchaser shall have the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant right to purchase acquire the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement (collectively, against delivery the "WARRANTS"), (3) the legal opinion of the ▇▇▇▇▇▇ Notes& ▇▇▇▇▇▇ L.L.P., outside counsel to the Company, in the form of EXHIBIT C, and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), and the Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and
and (f5) The Company the consent of McKesson HBOC, Inc, in form mutually agreed by the parties and (B) each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderan executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Horizon Pharmacies Inc)
The Closing. (a) The Closing.
(i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $5,000,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the ------- offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ -------- ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately --------- following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:-------------
(aii) ▇▇▇▇▇▇ Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) the Debentures in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ Exhibit D, registered in the name on ATTACHMENT A attached heretoof such Purchaser, (ii) a certificate or certificates evidencing pursuant to which such --------- Purchaser shall have the number right at any time and from time to time thereafter through the fifth anniversary of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant the Closing Date to purchase acquire the number of shares of Common Stock set forth across indicated below such Purchaser's name on the signature page to this (collectively, the "Warrants"), (3) the legal opinion of ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the & -------- ▇▇▇▇▇▇ Notes, outside counsel to the Company, in the form of Exhibit C, --------- and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the --------- "Registration Rights Agreement"), and the Irrevocable Transfer Agent ----------------------------- Instructions, in the form of Exhibit E, delivered to and acknowledged by the ------------ --------- Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Sonic Foundry Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase an aggregate of 968,524 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $8,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser: (i1) a stock certificate or certificates evidencing representing the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth across therein, at an exercise price per share (subject to adjustment as provided therein) of $10.13 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇▇'▇ name on ATTACHMENT A attached heretotside counsel to the Company, against delivery substantially in the form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the ▇▇▇▇▇▇ NotesClosing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights 3 Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
the Company (i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Neotherapeutics Inc)
The Closing. 2.1 The closing (the "CLOSING") issuance and delivery of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E New Preferred Shares and Warrants by the Company to the Noteholders Investors in exchange for their Old Preferred Shares shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Proskauer Rose LLP, ▇▇1▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or a closing (the “Closing”) on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEClosing Date."
2.2 At the Closing, the Company will deliver or cause to be delivered to each Investor:
(a) ▇▇▇▇▇▇ shall deliver a copy of the Company’s irrevocable instructions to the Company Transfer Agent, duly executed by the ▇▇▇▇▇▇ NotesTransfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, stock certificates free and clear of all restrictive and other legends (except as expressly provided in Section 6.1 hereof) and evidencing such number of each Investor’s New Preferred Shares registered in the name of the applicable Investor;
(b) Blank shall deliver a legal opinion of Company Counsel, in the form attached hereto as Exhibit C, executed by such counsel and delivered to the Company the Blank NotesInvestors;
(c) Blank Trust shall deliver to a certificate of an officer of the Company, dated the Closing Date, certifying that the conditions specified in Sections 3.2(a) have been fulfilled (the “Company Certificate”) in the Blank Trust Notesform attached hereto as Exhibit D;
(d) ITC a certificate of the Secretary of the Company or the Assistant Secretary of the Company, dated as of the Closing Date, (i) certifying the resolutions adopted by the Board of Directors approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (ii) certifying the current versions of the Charter and By-laws of the Company, in each case as amended, restated and/or supplemented; and (iii) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company (the “Company Secretary’s Certificate”) in the form attached hereto as Exhibit E; and
(e) the PCA Amendment.
2.3 At or prior to the Closing, each Investor, severally and not jointly, shall deliver or cause to be delivered to the Company:
(a) the certificate or certificates representing the Old Preferred Shares to be exchanged, duly endorsed or assigned to the Company or in blank; provided, however, the Company acknowledges the certificates representing the Old Preferred Shares are in the custody of the Company and agrees that such certificates shall be deemed already delivered, duly endorsed and assigned for the purposes hereof;
(b) a certificate of an officer of such Investor, dated the Closing Date, certifying that the conditions specified in Sections 3.3(a) have been fulfilled (the “Investor Certificate”) in the form attached hereto as Exhibit F; and
(c) a letter of acknowledgement and representations of such Investor, dated the Closing Date, in the form attached hereto as Exhibit G.
2.4 At or prior to the Closing, the following shall have occurred with respect to the Series A Conversion Preferred Shares to be converted pursuant to the Series A Conversion Notice:
(a) Subject to the delivery restrictions set forth in Section 1.3, the Company will deliver or cause to be delivered to each Investor a copy of the Company’s irrevocable instructions to the Transfer Agent, duly executed by the Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, stock certificates free and clear of all restrictive and other legends (except as expressly provided in Section 6.1 hereof) and evidencing such number of each Investor’s Conversion Common Shares registered in the name of the applicable Investor; and
(b) each Investor, severally and not jointly, shall deliver or cause to be delivered to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing representing the number of Series D A Conversion Preferred Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT to be converted pursuant to the Series A attached heretoConversion Notice, (ii) a certificate duly endorsed or assigned to the Company or in blank. provided, however, the Company acknowledges the certificates evidencing representing the number of Series E A Conversion Preferred Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase are in the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery custody of the ▇▇▇▇▇▇ Notes; and
(f) The Company and agrees that such certificates shall deliver to each of Blankbe deemed already delivered, Blank Trust duly endorsed and ITC
(i) a certificate or certificates evidencing assigned for the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderpurposes hereof.
Appears in 1 contract
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall, purchase from the Company, the Securities for the purchase price of one million dollars ($1,000,000). The closing of the purchase and sale of the Securities (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulBerlack, HastingsIsraels & Liberman LLP ("Berlack Israels"), 120 West 45th Street, New York, ▇▇▇ ▇▇rk 1003▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ diately foll▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ as the parties shall agree. The date as shall be agreed upon among of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date"." At
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to the Purchaser: (1) a certificate representing the Shares registered in the name of the Purchaser, (2) the Warrant, registered in the name of the Purchaser, (3) an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, a form of which is attached hereto as Exhibit B (the "Registration Rights Agreement"), (4) a copy of the Certificate of Designations (as defined below) and the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware; (5) incumbency certificates dated the Closing Date for the officers of the Company executing any of the Transaction Documents and any documents delivered in connection with the Transaction Documents and the Closing:
; (a6) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying as to attached copies of the Certificate of Incorporation, Bylaws and resolutions adopted by the Board of Directors of the Company authorizing the Certificate of Designation, the execution and delivery by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Shares and the reservation for issuance of the Underlying Shares (as hereafter defined); (7) a certificate of the Secretary of State of the State of Delaware dated within 10 days of the Closing, certifying that the Company is in good standing in the State of Delaware; (8) an opinion dated the Closing Date of Berlack, Israels & Liberman LLP, counsel to the Company in the form attached hereto ▇▇ ▇▇▇▇bit D; and (9) a Voting Agreement executed by John Richardson, in the form attached hereto as Exhibit E (the "▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretot"), and (iii10) a Warrant such other certificates or documents as the Purchaser or its counsel may reasonably request relating to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotransactions contemplated hereby, against delivery of and (B) the ▇▇▇▇▇▇ Notes; and
(f) The Company Purchaser shall deliver to each the Company: (1) the purchase price of Blank, Blank Trust and ITC
one million dollars (i$1,000,000) a certificate or certificates evidencing in United States dollars in immediately available funds by wire transfer to an account designated in writing by the number of Series E Shares set forth across Company for such Noteholder's name on ATTACHMENT A attached heretopurpose, and (ii2) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretoan executed Registration Rights Agreement, against delivery of the Notes held by such Noteholderand (3) an executed Voting Agreement.
Appears in 1 contract
Sources: Preferred Stock and Warrant Purchase Agreement (Cimnet Inc/Pa)
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase _______ shares of Preferred Stock (the "SHARES") for an aggregate purchase price of __________. The closing of the purchase and sale of the Shares (the "CLOSING") shall take place at ______________________________________________________________, immediately following the execution hereof or such later date as the parties shall agree. The date of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATE." At the Closing:"
(aii) ▇▇▇▇▇▇ On the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ EXHIBIT D, registered in the name on ATTACHMENT A attached heretoof such Purchaser, (ii) a certificate or certificates evidencing pursuant to which such Purchaser shall have the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant right to purchase acquire the number of shares of Common Stock set forth across indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) the legal opinion of Broad and Cassel, counsel to the Company in the form of EXHIBIT C, and (4) an e▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretod Registration Rights Agreement, against delivery dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the ▇▇▇▇▇▇ Notes"REGISTRATION RIGHTS AGREEMENT") and the Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderan executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Commodore Holdings LTD)
The Closing. The closing (a) Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the Closing (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders Notes hereunder shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ & ▇▇LLP at ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at 10:00 a.m. Eastern time on April 12, 2022, or at such other place, time or on such other date as shall may be mutually agreed upon among in writing by the Noteholders Company and the CompanyPurchasers (the date on which the Closing actually occurs, such hour the “Closing Date”).
(b) To effect the purchase and date being herein generally referred sale of Notes, upon the terms and subject to as the "CLOSING DATE." At conditions set forth in this Agreement, at the Closing:
(ai) ▇▇▇▇▇▇ the Company and the Trustee shall deliver to the applicable portion of the Notes, registered in the name of each Purchaser or through the facilities of The Depository Trust Company as elected by the ▇▇▇▇▇▇ Purchasers, against payment in full by or on behalf of such Purchaser of the applicable Purchase Price for the applicable portion of the Notes;
(bii) Blank each Purchaser shall deliver cause a wire transfer to be made in same day funds to an account of the Company designated in writing by the Company to the Purchasers in an amount equal to the Purchase Price for the applicable Notes; and
(iii) each Purchaser shall have caused to be delivered to the Company the Blank Notes;a duly completed and executed IRS Form W-8 or W-9, as applicable.
(c) Blank Trust shall deliver The obligations of the Company and each Purchaser to consummate the Closing are subject to the Company satisfaction or waiver of the Blank Trust Notes;following conditions:
(i) the purchase and sale of the Notes shall not be prohibited by law or enjoined by any governmental authority of competent jurisdiction.
(d) ITC shall deliver The obligations of each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions:
(i) (A) the representations and warranties of the Company set forth in Section 3.01(a), 3.01(c) and (e) shall be true and correct in all material respects on and as of the ITC NotesClosing Date; (B) the representations and warranties of the Company set forth in (x) Section 3.01(b), (y) the last sentence of Section 3.01(g)(i) and (z) Section 3.01(h) shall be true and correct on and as of the Closing Date and (C) the representations and warranties of the Company set forth in Sections 3.01, other than as described in the foregoing clauses (A) and (B) shall be true and correct on and as of the Closing Date (without giving effect to materiality, Material Adverse Effect, or similar phrases in the representations and warranties), except where the failure of such representations and warranties referenced in this clause (C) to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect;
(ii) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing;
(iii) each Purchaser shall have received a certificate, dated the Closing Date, duly executed by an executive officer of the Company on behalf of the Company and the Guarantors, certifying that the conditions specified in Sections 2.02(d)(i) and 2.02(d)(ii) have been satisfied;
(iv) the Company and the Trustee shall have executed the applicable Notes and delivered a copy to each Purchaser;
(v) the Company, the Guarantors and the Trustee shall have executed the Indenture, and copies of the Indenture shall have been delivered to each Purchaser;
(vi) the Notes shall be eligible for delivery through DTC; and
(vii) the expense reimbursement contemplated by Section 6.06 shall have been satisfied (which shall be substantially simultaneous with the Closing if not earlier paid in full).
(e) The obligations of the Company shall deliver to ▇▇▇▇▇▇ sell the Notes to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing:
(i) a certificate or certificates evidencing the number representations and warranties of Series D Shares each Purchaser set forth across ▇▇▇▇▇▇'▇ name in Section 3.02 shall be true and correct in all material respects on ATTACHMENT A attached hereto, and as of the Closing Date;
(ii) a certificate each Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or certificates evidencing complied with by it on or prior to the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesClosing Date; and
(fiii) The the Company shall deliver to have received a certificate, dated the Closing Date, duly executed by an authorized person of each of BlankPurchaser, Blank Trust certifying that the conditions specified in Sections 2.02(e)(i) and ITC
(i2.02(e)(ii) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderhave been satisfied.
Appears in 1 contract
The Closing. (a) The closing Closing.
(i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,083,333 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of ------ $9,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") ------- shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), 1290 Avenue of the Americas, New York, New York ------------------ 10104, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." ------------
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a certificate or certificates evidencing the number of Series D Shares indicated below each Purchaser's name on the signature page of this Agreement, registered in the name of each such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such --------- Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing two Common Stock purchase warrants, in the number ------------------ forms of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B-1 and Exhibit B-2, respectively, registered in the name on ATTACHMENT A attached heretoof ----------- ----------- such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth across therein (collectively, the "Closing Warrants" and together with the ---------------- Adjustable Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇▇▇ & -------- ▇▇▇▇▇▇'▇ ▇▇▇, outside counsel to the Company, substantially in the form of Exhibit ------- C, and (5) all other documents, instruments and writings required to be - delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the --------- "Registration Rights Agreement"), and an escrow agreement among the Company, ----------------------------- Cardinal Securities, LLC and The Bank of New York (the "Escrow Agent"), dated ------------ the date hereof (the "Escrow Agreement") in the form of Exhibit E; and (B) each ---------------- --------- Purchaser shall deliver (1) to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase price indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose, pursuant to the Escrow Agreement, and (2) to the Company, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
(iii) On the second (2/nd/) Trading Day following the date that Company notifies the Purchasers that the Underlying Shares Registration Statement (as defined herein) is first declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each of Blankthe Purchasers, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholderindicated below each Purchaser's name on ATTACHMENT A attached heretothe signature page of this Agreement, registered in the name of each such Purchaser, and (iiB) a Warrant each Purchaser will deliver to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose, against delivery of pursuant to the Notes held by such Noteholder.Escrow Agreement
Appears in 1 contract
The Closing. The closing (herein called the "CLOSINGClosing") of the surrender of Notes transaction contemplated by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders this Agreement shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at take place in the offices of Paul, HastingsPanther Resources Corporation, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on December 29, 2000, or at such other date and time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the Buyer and Seller may mutually agree upon (the "CLOSING DATE." Closing Date"). At the Closing:
(a) ▇▇▇▇▇▇ shall Seller shall:
(i) execute, acknowledge and deliver to Escrow Agent an assignment of the Company Properties, (the ▇▇▇▇▇▇ Notes;"Assignment"), in the form attached hereto as Exhibit "F" (and with Exhibit "A" hereto being attached thereto), effective as of 7 o'clock a.m., local time of the Effective Date; and
(ii) deliver to Escrow Agent affidavits from each entity comprising Seller that it is not a "foreign person" within the meaning of Section 1445 (or similar provisions) of the Internal Revenue Code of 1986 as amended (i.e., it is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in such code and regulations promulgated thereunder); and
(iii) turn over possession of those Properties which are in the possession of Seller, including the Records; and
(iv) execute such other assignments, change of operator forms, transfers, transfer orders, letters in lieu of transfer orders, division orders, releases and to take such other steps as Buyer may reasonably require to validly transfer the Properties to Buyer as contemplated by this Agreement.
(b) Blank shall Buyer shall:
(i) deliver the Initial Cash Payment ($475,000) to Panther (for itself and as collecting agent for the other Sellers), by Federal Express to Panther's office.;
(ii) deliver to the Company Escrow Agent in the Blank Notes;
(c) Blank Trust shall deliver proportions of 60% thereof to the Company the Blank Trust Notes;
(d) ITC shall deliver Panther; 25% thereof to the Company the ITC Notes;
(e) The Company shall deliver Newstar; and 15% thereof to ▇▇▇▇▇▇ ▇, the fully executed and recordable Net Operating Profits Interest Assignment in the form attached hereto as Exhibit "D."
(iii) deliver to the Escrow Agent an executed and acknowledged Deed of Trust, substantially in the form of Exhibit "H" to secure payment of the obligations set forth in Section 11(a)(i) below (the "Deed of Trust");
(iv) deliver to the Escrow Agent an executed and acknowledged Deed of Trust, substantially in the form of Exhibit "J" to secure payment of the obligation set forth in Section 2 (d) ("Deed of Trust No. 2")
(v) execute such forms and take such other steps as Seller may reasonably require to (i) a certificate or certificates evidencing succeed Seller with respect to the number Properties under the rules and regulations of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, applicable authorities and (ii) a certificate or certificates evidencing the number assume any plugging liabilities of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant Seller with respect to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; andlocated on the Properties or on units in which the Properties participate (including, but without limitation, compliance with Section 89.002(a)(2)(A) through (D) of the Texas Natural Resources Code);
(fvi) The Company shall execute and deliver to each Seller and Escrow Agent the Escrow Agreement in the form of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderExhibit "I".
Appears in 1 contract
Sources: Purchase and Sale Agreement (Geopetro Resources Co)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 854,701 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $4,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing 75% of the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire 75% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth across therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Patterson, Belknap, Webb & ▇▇▇▇▇▇'▇ yler LLP, outside counsel to the Company, substantially in the form of Exhibit E, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit C (the "Registration Rights Agreement") and (6) the Transfer Agent Instructions, in the form of Exhibit D, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 75% of the purchase price indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement.
(iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and the Company has complied with its obligations under Section 3.1(b), (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each of BlankPurchaser, Blank Trust and ITC
(ix) a stock certificate or certificates evidencing free of all restrictive legends representing 25% of the number of Series E Shares set forth across indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser and (iiy) a Warrant Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to purchase which such Purchaser shall have the right to acquire 25% of the number of shares of Common Stock set forth across indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page of this Agreement, against delivery upon the terms and at the exercise price set forth therein and (B) each Purchaser will deliver to the Company, 25% of the Notes held purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose. Notwithstanding the foregoing, the Purchasers shall not be obligated to acquire the Shares described in this Section 1.1(a)(iii) if the closing sales price of the Common Stock as reported by Bloomberg, L.P. for any of the three Trading Days following the date that the Underlying Shares Registration Statement is first declared effective by the Commission is less than $4.01 per share (subject to equitable adjustment for stock splits, recombinations and similar events), which condition may be waived in whole or in part at the sole option of each Purchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (Chromatics Color Sciences International Inc)
The Closing. The closing of the transaction contemplated hereunder (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur take place at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPCantel’s executive offices, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, on the Expiration Date or at such other place or time or on such other date as may be mutually agreed by the parties. The Closing shall be agreed upon among deemed to have occurred as at the Noteholders and close of business on the Company, such hour and date being herein generally referred to as the "CLOSING DATE." Expiration Date. At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ , (i) Olympus will deliver to Carsen a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, final Employee List pursuant to Section 1.2.3; (ii) a certificate the Records and Permits will be transferred to Olympus pursuant to Section 1.3; (iii) the Service Warranty Contracts will be transferred to Olympus pursuant to Section 1.5; (iv) the Inventory will be transferred to Olympus pursuant to Section 2.1; (v) the Lease Agreements will be transferred to Olympus pursuant to Section 2.8; (vi) the Loaner Agreements will be transferred to Olympus pursuant to Section 2.9; (vii) the Backlog Orders will be transferred to Olympus pursuant to Section 3.3; (viii) Olympus shall remit to Carsen (by wire transfer of immediately available federal funds to such bank account or certificates evidencing accounts as Carsen shall have designated in writing to Olympus) the number sum of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT (A) the balance of the Purchase Price payable under Section 1.4, (B) ninety percent (90%) of the Class A attached heretoand ninety percent (90%) of the Class B, C and D estimated Inventory Purchase Price pursuant to Section 2.5, and (iiiC) a Warrant the full Lease Receivable Purchase Price pursuant to purchase Section 2.8, less the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery amount of the ▇▇▇▇▇▇ Notesaggregate Warranty Assumption Amount pursuant to Section 1.5; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (iiix) a Warrant Carsen shall tender to purchase Olympus the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderfully and properly executed release addressed in Section 6.6.
Appears in 1 contract
The Closing. (a) The closing (Closing shall take place at the "CLOSING") offices of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D SharesHale ▇▇▇ Dorr ▇▇▇ in Boston, Series E Shares and Warrants by the Company to the Noteholders shall occur Massachusetts, commencing at 10:00 a.m., Los Angeles local time, on October 1, 1998, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have not been satisfied or waived by such date, on such mutually agreeable later date hereofas soon as practicable after the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (the "Closing Date"). The closing of the purchase of all of the Blue Ridge Shares from each of the Stockholders shall take place simultaneously.
(b) At the Closing:
(i) Blue Ridge shall deliver to the Buyer the certificate referred to in Section 5.1(b);
(ii) each Stockholder shall deliver to the Buyer one or more certificates evidencing all of the Blue Ridge Shares owned by such Stockholder, at duly endorsed in blank or with stock powers duly executed by the offices Stockholder;
(iii) the Buyer shall deliver to each Stockholder (A) the portion of Paulthe Cash Purchase Price set forth on Schedule I, Hastingssubject to Section 1.2(a) hereto, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇payable by wire transfer of immediately available funds to an account designated by such Stockholder and (B) the portion of the Warrants set forth on Schedule I;
(iv) the Buyer shall deliver to each of Rola▇▇ ▇▇▇▇▇▇▇, ▇▇ug▇▇▇ ▇▇▇▇▇▇ ▇▇▇ L. Stev▇▇ ▇▇▇▇ ▇ ▇romissory Note in the form attached hereto as Exhibit A-1, or at ▇-▇ ▇▇ A-3, as appropriate, and shall provide evidence of the establishment of irrevocable standby letters of credit securing the payment of such other time or on such other date as Promissory Notes;
(v) the Buyer and each of the employees of Blue Ridge shall be agreed upon among the Noteholders execute and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closingdeliver:
(aA) an Employment Agreement in the form attached hereto as Exhibits C-1, C-2, C-3 or C-4 (the appropriate form for each employee being designated on Schedule III);
(B) a Non-Compete Agreement in the form attached as Schedule A to such Employment Agreement; and
(C) an Invention and Non-Disclosure Agreement in the form attached as Schedule B to such Employment Agreement;
(vi) Blue Ridge and the Consultant shall execute and deliver a Consulting Agreement substantially in the form attached hereto as Exhibit D;
(vii) Kirk▇▇▇▇ & ▇lli▇ ▇▇▇ll deliver to the Buyer an opinion with respect to the matters set forth in Exhibit E attached hereto, addressed to the Buyer and dated as of the Closing Date;
(viii) Howrey & Simon shall deliver to the Buyer an opinion with respect to the matters set forth in Exhibit F attached hereto, addressed to the Buyer and dated as of the Closing Date;
(ix) Hale ▇▇▇ Dorr ▇▇▇ shall deliver to the Company Stockholders an opinion with respect to the matters set forth in Exhibit G attached hereto, addressed to the Stockholders and dated the Closing Date;
(x) Bain ▇▇▇ital, Inc. ("Bain") ▇nd Blue Ridge shall execute and deliver a Letter Agreement, in the form attached hereto as Exhibit H, terminating the Advisory Agreement dated December 30, 1996 between Blue Ridge and Bain; ▇▇▇ Notes;d
(bxi) Blank the Buyer and the Stockholders' Representative (on behalf of the Stockholders) shall execute and deliver a cross-receipt evidencing the purchase and sale of the Blue Ridge Shares referred to the Company the Blank Notes;above.
(c) Blank Trust shall deliver Effective as of the Closing, Blue Ridge and each of the Stockholders party to the Company the Blank Trust Notes;
agreements listed on Schedule IV hereto agree that each such agreement shall be terminated and shall be of no further force and effect (d) ITC it being understood and agreed that no termination of any such employment, consulting, legal services or benefits agreement shall deliver relieve Blue Ridge of any obligation to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate pay any accrued but unpaid compensation or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderbenefits thereunder).
Appears in 1 contract
Sources: Stock Purchase Agreement (Idexx Laboratories Inc /De)
The Closing. (a) The closing of the purchase and sale of the Debentures (the "CLOSING") shall take place no later than five (5) Business Days after the Effective Date of the surrender of Notes by Registration Statement (the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, "CLOSING DATE") at the offices of Paul, Hastings, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ unless the Purchaser agrees in writing in advance to an extension, or at such other time or on such other date as which writing shall be agreed upon among set forth the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEnew Closing Date."
(b) At the Closing:,
(ai) ▇▇▇▇▇▇ the Escrow Agent shall deliver to the Company Purchaser the ▇▇▇▇▇▇ Notes;following:
(bA) Blank shall deliver to original and duly issued Debentures registered in the Company name of the Blank Notes;Purchaser in the amount set forth in SCHEDULE 1 hereto; and
(cB) Blank Trust shall deliver to an original and duly executed Warrant registered in the Company name of the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant Purchaser and/or its assigns to purchase the number of shares of the Common Stock as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached in SCHEDULE 1 hereto. The Warrant shall have the terms and conditions set forth in the Warrant annexed as EXHIBIT B hereto;
(ii) the Company shall deliver to the Purchaser the following:
(A) a legal opinion of special securities counsel to the Company, substantially in the form annexed as EXHIBIT G hereto, against delivery addressed to the Purchaser and dated the Closing Date;
(B) a certificate, dated the Closing Date and signed by the Secretary of the ▇▇▇▇▇▇ NotesCompany, certifying that attached thereto are true, correct and complete copies of (1) the Company's articles or certificate of incorporation, as amended to the date thereof, (2) the Company's by-laws, as amended to the date thereof, and (3) a certificate of good standing from the Secretary of State of Delaware;
(C) a certificate of the Company's President, dated the Closing Date, certifying that the representations and warranties of the Company contained in Article III hereof are true and correct in all material respects on the Closing Date; and
(fD) The all other documents, instruments and writings required to have been delivered by the Company at or prior to the Closing pursuant to this Agreement.
(c) Upon receipt by the Purchaser of those items set forth in SECTIONS 2.3(B)(I) AND (II) above, the Escrow Agent shall deliver the following to each of Blank, Blank Trust and ITCthe Company:
(i) a certificate or certificates evidencing the number Purchase Price by wire transfer of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and immediately available funds pursuant to written wire transfer instructions delivered by the Company to the Escrow Agent at least five (5) Business Days prior to the Closing Date;
(ii) a all documents, instruments, and writings required to have been delivered or necessary at or prior to Closing by the Purchaser pursuant to this Agreement.
(d) The Escrow Agent shall retain and hold the Escrow Shares, all of which shall be held in accordance with the terms of this Agreement, the Warrant to purchase and the number Escrow Agreement.
(e) The Escrow Agent shall retain and hold the Initial Escrow Shares, all of shares which shall be held in accordance with the terms of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretothis Agreement, against delivery of the Notes held by such NoteholderInitial Warrant and the Initial Escrow Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Hy Tech Technology Group Ing)
The Closing. The Subject to the terms and conditions of ----------- this Agreement, the closing (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders under this Agreement shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulVedder, HastingsPrice, Kaufman & Kammholz, P.C., 805 Third Avenue, New York, New York ▇▇▇▇▇, (or remotely via th▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, or at such other time or on such other ▇▇▇▇▇▇▇) ▇▇ the date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as of this Agreement (the "CLOSING DATE." Closing Date"). At the Closing:
(a) ▇▇▇▇▇▇ the Company shall deliver to the Company Purchasers the ▇▇▇▇▇▇ NotesDisclosure Schedule (as defined in Section 3);
(b) Blank shall deliver to the Company and the Blank NotesPurchasers shall execute and deliver the Investor Rights Agreement in the form attached hereto as Exhibit C (the "Investor Rights Agreement");
(c) Blank Trust shall deliver to the Company and the Blank Trust NotesPurchasers shall execute and deliver the Stockholders' Voting Agreement in the form attached hereto as Exhibit D (the "Voting Agreement");
(d) ITC the Company shall execute and deliver to each Purchaser a management rights letter in the Company the ITC Notesform attached hereto as Exhibit E;
(e) The the Company shall deliver to ▇▇▇▇▇▇ the Purchasers certificates, as of the most recent practicable dates, (i) a certificate or certificates evidencing as to the number corporate good standing of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification of the Company as a certificate foreign corporation issued by the Secretary of State of each state in which, by the nature of its business, the Company is required to qualify as a foreign corporation;
(f) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Designations), certified by the Secretary of State of the State of Delaware;
(g) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company executing this Agreement or certificates evidencing any of the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, other agreements to be executed and delivered by the Company at the Closing; and (iii) a Warrant to purchase resolutions of the number Board of shares Directors of Common Stock set forth across the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(h) Vedder, Price, Kaufman & Kammholz, P.C., counsel for the Company, shall delive▇ ▇▇ ▇▇▇▇▇▇'▇ name on ATTACHMENT A e Purchasers an opinion, dated the Closing Date, in substantially the form attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; andhereto as Exhibit F;
(fi) The the Company shall deliver to each of Blank, Blank Trust and ITC
(i) the Purchasers a certificate or certificates evidencing for the number of Series E Shares set forth across opposite such NoteholderPurchaser's name on ATTACHMENT A attached heretoExhibit A, registered in the name of such Purchaser; and
(j) each Purchaser shall pay to the Company, by wire transfer of immediately available funds, the Purchase Price for all Shares being purchased by such Purchaser. The Closing shall not be deemed to occur, and (ii) a Warrant all such payments by any Purchaser shall be deemed to purchase be held in escrow, until all Purchasers listed on Exhibit A have tendered to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery Company the Purchase Price of the Notes held by such Noteholder.Shares being purchased as indicated on Exhibit A.
Appears in 1 contract
The Closing. (a) The closing of the purchase and sale of the Shares (the "CLOSING"“Closing”) shall, subject to the satisfaction or waiver of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Sharesconditions set forth in Section 7, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or Irvine, CA 92612, simultaneously with the closing of the Merger as contemplated by the Merger Agreement. The day on such other date as shall be agreed upon among which the Noteholders and the Company, such hour and date being herein generally Closing takes place is referred to as the "CLOSING DATE“Closing Date." ”
(b) At the Closing:
, subject to the terms and conditions of this Agreement, (ai) ▇▇▇▇▇▇ each Purchaser shall (A) deliver such Purchaser’s Purchase Price by wire transfer to an account designated by the Company, and (B) deliver to the Company the ▇▇▇▇▇▇ Notes;
Registration Rights Agreement in the form of Exhibit A hereto (b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto“Registration Rights Agreement”), (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery dated as of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust Closing Date and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across duly executed by such Noteholder's name on ATTACHMENT A attached heretoPurchaser, and (ii) the Company shall deliver or cause to be delivered to each Purchaser (A) a Warrant to purchase certificate registered in the name of such Purchaser representing a number of shares Shares equal to such Purchaser’s Share Allocation or shall provide to the Company’s transfer agent, Computershare Trust Company, N.A. (together with any successor thereto, the “Transfer Agent”), irrevocable instructions to issue and deliver via overnight courier to each Purchaser a certificate representing such Shares, free and clear of Common Stock any legends except those set forth across such Noteholder's name on ATTACHMENT A attached heretoin Section 4(h), against delivery (B) an opinion of counsel to the Company in the form of Exhibit B hereto and dated as of the Notes held Closing Date, and (C) a copy of the Registration Rights Agreement, dated as of the Closing Date and duly executed by the Company.
(c) (i) In the event that any Purchaser (A) has breached its obligations under Section 1(a), (B) does not confirm in writing, upon reasonable notice and request from the Company, that such NoteholderPurchaser will satisfy its obligations under Section 1(a) on the Closing Date as determined by the Company in good faith, or (C) shall provide notice to the Company that it will not satisfy its obligations under Section 1(a) on the Closing Date (each, a “Defaulting Purchaser”), all of such Purchaser’s Share Allocation (a “Defaulted Share Allocation”) will instead be offered by the Company, at the same Per Share Purchase Price, to the other Purchasers who are not Defaulting Purchasers (“Non-Defaulting Purchasers”), ratably in accordance with their respective Percentage Allocations.
Appears in 1 contract
The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders Closing shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇Park Avenue Tower, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other 2:00 p.m. on the twelfth Trading Day after the Execution Date, time or on such other date as shall be agreed upon among being of the Noteholders and essence. The Parties agree to deliver the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At following at the Closing:
(a) ▇This Agreement constitutes “Instructions” by both Fushi and ▇▇▇▇▇ shall deliver to the Company Escrow Agent under the ▇▇▇▇▇▇ Notes;2007 Escrow Agreement to deliver the stock component of the Escrow Assets comprised of 100,000 shares of Fushi Common Stock and a stock power to Fushi.
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company Fushi shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of 100,000 shares of Fushi Common Stock set forth across ▇▇▇▇▇▇'▇ (the “Initial Shares”). The Shares shall be issued in the name on ATTACHMENT A attached hereto, against delivery of the ▇“▇▇▇▇▇ Notes; andBrothers, Inc.” The shares shall bear customary restrictive legends.
(c) The foregoing consideration, along with the Initial Deliveries in paragraph 2, is referred to herein as the Initial Settlement Payment.
(d) Fushi shall deliver a notice of discontinuance of its appeal in the Action, without costs to either party.
(e) Fushi shall deposit a certificate for 2,200,000 shares of Fushi Common Stock in escrow (the “Escrow Shares”) with Continental Stock Transfer as Escrow Agent (the “Escrow Agent”) along with an executed stock power in blank, all to be held pursuant to the Escrow Agreement annexed as Exhibit A (the “Escrow Agreement”). Fushi, ▇▇▇▇▇ and the Escrow Agent shall all execute the Escrow Agreement.
(f) The Company Fushi shall deliver issue to each of Blankits transfer agent and the Escrow Agent, Blank Trust the Irrevocable Transfer Agent Instructions annexed hereto as Exhibit B.
(g) At the Closing the Judgment shall be reduced to seven million ($7,000,000) and ITC
then further reduced by (i) a certificate or certificates evidencing the number amount of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, the Escrow Payment; and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery Initial Share Value (as described below). The Judgment shall thereafter be reduced by (i) the amounts received by ▇▇▇▇▇ from sales of the Notes held Escrow Shares, or their delivery to ▇▇▇▇▇ as Restricted Shares (as defined below) in accordance with Section 4(g); (ii) any reduction arising from a change to the Initial Share Value upon Fushi obtaining timely registration for the Initial Shares; and/or (iii) any other payments made to ▇▇▇▇▇ by such NoteholderFushi. The amount due under the Judgment is referred to here as “Current Judgment Amount.” ▇▇▇▇▇ shall continue to have all rights as a Judgment creditor, subject to its forbearance obligations in paragraph 9, until the Judgment is satisfied.
Appears in 1 contract
The Closing. (a) The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders Closing shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP in Washington, ▇▇▇▇ ▇▇▇▇▇D.C., ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or commencing at such other time or noon Eastern Time on such other date as the Closing Date. All transactions at the Closing shall be agreed upon among the Noteholders deemed to take place simultaneously, and the Company, such hour no transaction shall be deemed to have been completed and date being herein generally referred no documents or certificates shall be deemed to as the "CLOSING DATEhave been delivered until all other transactions are completed and all other documents and certificates are delivered."
(b) At the Closing:
(ai) ▇▇the Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.1;
(ii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.2;
(iii) the Seller shall execute and deliver, or cause to be executed and delivered, to the Buyer a ▇▇▇▇ of sale and/or assignment in substantially the form attached hereto as Exhibit C, to the extent required by the Buyer one or more Intellectual Property assignments in substantially the form attached hereto as Exhibit D, to the extent required by the Buyer one or more domain name assignments in substantially the form attached hereto as Exhibit E, and such other instruments of conveyance (such as assignments of Lease as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets;
(iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit F and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;
(v) the Buyer shall pay to the Seller, payable by wire transfer or other delivery of immediately available funds to an account designated by the Seller, the Purchase Price, as adjusted pursuant to Sections 2.4 (c) and 2.4(d) on the basis of the Preliminary Balance Sheet, reduced by the Escrow Amount; and
(vi) the Seller shall deliver to the Company Buyer, or otherwise put the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoBuyer in possession and control of, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery all of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each Acquired Assets of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholdertangible nature.
Appears in 1 contract
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulHall, HastingsEstill, Hardwick, Gable, Golden & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, commencing at 10:00 a.m. local time on the third (3rd) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at such other time the Closing itself) or on such other date as Buyer and Seller may mutually determine (the “Closing Date”); provided, the Closing shall be agreed upon among deemed to have been consummated at 12:01 a.m. Tulsa, Oklahoma time on the Noteholders and Closing Date (the Company, such hour and date being herein generally referred to as the "CLOSING DATE“Effective Time”)." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall At the Closing, Seller will deliver the following documents and deliverables to Buyer:
(i) an assignment or assignments effecting the transfer to Buyer of ownership of all the Purchased Interests together with certificates, if any, representing the Purchased Interests and such other documentation as may be required to admit Buyer as a member of the Company;
(ii) the Contribution Agreement and such documents and agreements executed pursuant thereto;
(iii) a duly executed counterpart by Seller of the Assignment and Assumption Agreement conveying the Third-Party Storage Agreement to Buyer or its designated Subsidiary;
(iv) a duly executed counterpart by Parent GP of the Omnibus Letter Agreement;
(v) the certificate described in Section 7.1(c) duly executed by, or on behalf of, Seller;
(vi) certificates of good standing and existence from the Secretary of State of Delaware as of a recent date with respect to the Company;
(vii) customary affidavits or other documents reasonably requested by the Title Company in commercially reasonable forms for transactions of this nature as required by the Blank Notes;Title Company in order to issue the Title Policy, including without limitation the removal of standard printed exceptions, gap indemnity and issuance of non-imputation endorsements; and
(viii) such other certificates, instruments of conveyance and documents as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) Blank Trust shall At the Closing, Buyer will deliver the following documents and deliverables to the Company the Blank Trust Notes;Seller:
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing an amount equal to the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Purchase Price;
(ii) a certificate duly executed counterpart by Buyer or certificates evidencing its designated Subsidiary of the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Assignment and Assumption Agreement conveying the Third-Party Storage Agreement to Buyer or its designated Subsidiary;
(iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery duly executed counterpart by MLP GP of the ▇▇▇▇▇▇ NotesOmnibus Letter Agreement;
(iv) the certificate described in Section 7.2(c) duly executed by, or on behalf of, Buyer; and
(fv) The Company shall deliver such other certificates, instruments and documents as may be reasonably requested by Seller prior to each the Closing Date to carry out the intent and purposes of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderthis Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase from the Company the Debentures for an aggregate purchase price of $1,500,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to each Purchaser: (1) Debentures in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) the legal opinion of Lock▇ ▇▇▇dell & Sapp ▇▇▇ ▇, outside counsel to the Company, in the form of Exhibit C, (i3) a certificate or certificates evidencing an executed Registration Rights Agreement, dated the number date hereof, among the Company and the Purchasers, in the form of Series D Shares set forth across Exhibit B (the "Registration Rights Agreement"), (4) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (5) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), (6) an executed Intellectual Property Security Agreement, dated the date hereof; between the Company and the Purchaser, in the form of Exhibit G (the "IP Security Agreement"); and (7) the Escrow Agreement (the "Escrow Agreement") of even date hereof, among the Company, the Purchasers and Owen ▇. ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇, ▇▇▇'▇ q. (the "Escrow Agent"); and (B) each Purchaser will deliver to the Escrow Agent for delivery in accordance with the Escrow Agreement: (1) 33.33% of the purchase price indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (2) an executed Registration Rights Agreement, Security Agreement, IP Security Agreement and this Agreement.
(iii) a Warrant to purchase Within thirty days following the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoEffective Date (as defined herein) is declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing 66.67% of the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (iiB) a Warrant each Purchaser will deliver to the Company, 66.67% of the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. Notwithstanding anything to the contrary contained in this Agreement, against delivery the commitment of a Purchaser to acquire the securities described in Section 1.1(a)(iii) above is subject to the satisfaction or waiver by the Purchasers of each of the Notes held by such Noteholder.following conditions:
Appears in 1 contract
Sources: Secured Convertible Debenture Purchase Agreement (Demarco Energy Systems of America Inc)
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇Hale ▇▇▇ & ▇▇▇Dorr ▇▇▇ LLPin Boston, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Massachusetts, ▇▇▇▇ ▇▇▇▇▇commencing at 9:00 a.m. local time on July 28, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as 2000 (the "CLOSING DATEClosing Date")." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver At or prior to the Company Closing, the Blank Notes;Buyer shall have received all such certificates, opinions, instruments or other documents as the Buyer may reasonably request, including without limitation:
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) an executed bill ▇▇ sale in the form attached hereto as EXHIBIT A and such other executed instruments of conveyance (e.g., a certificate trademark or certificates evidencing domain name registration assignment) as the number Buyer may request in order to effect the sale, transfer, conveyance and assignment to the Buyer of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, valid ownership of the Acquired Assets;
(ii) a certificate or certificates evidencing of the number Secretary of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, State of the State of Maryland as to the legal existence and good standing (including tax) of the Seller in the State of Maryland;
(iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery certificate of the ▇▇▇▇▇▇ Notessole Member of the Seller attesting to the incumbency of the Manager, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of its organizational documents; and
(fiv) The Company a cross-receipt executed by the Seller.
(c) At or prior to the Closing, the Seller shall deliver to each of Blankhave received all such certificates, Blank Trust and ITCopinions, instruments or other documents as the Seller may reasonably request, including without limitation:
(i) a certificate or certificates evidencing an executed instrument of assumption in the number form attached hereto as EXHIBIT B and such other executed instruments as the Seller may request in order to effect the assumption by the Buyer of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and the Assumed Liabilities;
(ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery certificate of the Notes held Secretary of State of the State of Delaware as to the legal existence and good standing (including tax) of the Buyer in the State of Delaware;
(iii) a certificate of the Secretary of the Buyer attesting to the incumbency of the officers of the Buyer and the authenticity of the resolutions authorizing the transactions contemplated by such Noteholderthis Agreement; and
(iv) a cross-receipt executed by the Buyer.
Appears in 1 contract
The Closing. (a) The closing (the "CLOSINGClosing") shall take place simultaneously with the execution and delivery of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, this Agreement at the offices of Paul, Hastings, O'S▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇P, 30 ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(b) The obligation of each Purchaser to purchase and pay for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser):
(i) the New Debentures, or at such other time or on such other date as which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be agreed upon among in full force and effect and enforceable against the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:Company in accordance with their terms;
(aii) ▇▇the Warrants, which Warrants shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms;
(iii) the opinion of Bin▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes▇▇P, counsel to the Company, addressed to the Purchasers, dated as of the closing, in substantially the form attached hereto as Exhibit G; and
(iv) evidence satisfactory to the Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures;
(bv) Blank shall deliver evidence satisfactory to the Purchasers that the Company has reserved the Blank NotesWarrant Shares for issuance upon exercise of the Warrants;
(vi) the Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(vii) the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of which shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(viii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall 11 12 have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms;
(ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, the consent and authorization of the NASD;
(x) receipt of revised cash flow budget through December 31, 2001, acceptable to the Purchasers;
(xi) evidence reasonably satisfactory to the Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2).
(xii) evidence satisfactory to the Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement);
(xiii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Fundamental Documents of the Company as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing (1) the execution, delivery and performance of the Financing Documents, (2) the issuance, sale and delivery of the New Debentures, and (3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or instrument furnished pursuant hereto;
(xiv) a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii);
(xv) a duly authorized, executed and delivered copy of each of the other Financing Documents, if any, which shall be in full force and effect and shall be enforceable against the Issuers or the Company, as the case may be, and such parties in accordance with their respective terms;
(xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and Massachusetts dated on the Closing as to the continued good standing of the Company and from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and 13 (xvii) such additional supporting documents and other information with respect to the operations and affairs of the Company and its Subsidiaries as the Purchasers may reasonably request.
(c) Blank Trust shall The obligation of the Issuers to issue, deliver and sell the New Debentures at the Closing is subject to the Company delivery by the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery Purchasers of the ▇▇▇▇▇▇ Notes; and
following items (f) The Company shall deliver to each of Blank, Blank Trust and ITCunless waived by the Company):
(i) a certificate duly authorized, executed and delivered copy of each of the other Financing Documents which shall be in full force and effect and shall be enforceable against the Purchasers and such parties in accordance with their respective terms; and
(ii) each Purchaser shall deliver or certificates evidencing cause to be delivered to the number Company by wire transfer of Series E Shares immediately available funds the Wire Amount set forth across opposite such NoteholderPurchaser's name on ATTACHMENT A attached heretoSchedule I hereto to such bank account as the Issuers shall designate to each Purchaser in writing on or prior to the day immediately preceding the Closing; and
(iii) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation the (A) consent of SVB, and (iiB) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery consent and authorization of the Notes held by such NoteholderNASD.
Appears in 1 contract
Sources: Securities Purchase Agreement (Insight Venture Partners Iv Lp)
The Closing. The Subject to the terms and conditions of this Agreement, the closing (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by Units (equaling one hundred percent (100%) of the Company to total outstanding membership interest of the Noteholders Company) shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ Desmond & ▇▇▇▇▇▇ , LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇ (or at such other time or remotely via the exchange of documents and signatures) on such other the date as shall be agreed upon among of this Agreement (the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." “Closing Date”). At the Closing:
(a) ▇▇▇▇▇▇ the Seller shall deliver to the Company Purchaser the ▇▇▇▇▇▇ NotesDisclosure Schedule (as defined in Section 3);
(b) Blank the Company, the Seller and the Purchaser shall deliver execute an amendment to the Company Operating Agreement, pursuant to which, the Blank NotesPurchaser shall be added as the sole “member” of the Company;
(c) Blank Trust the Seller shall deliver to the Purchaser certificates, as of the most recent practicable dates, (i) as to the good standing of the Company issued by the Blank Trust NotesSecretary of State of the State of Tennessee and (ii) as to the due qualification of the Company as a foreign limited liability company issued by the Secretary of State of each state in which the Company conducts operations which require the Company to be registered as a foreign limited liability company in such state;
(d) ITC the Seller shall deliver to the Company Purchaser the ITC NotesArticles of Organization of the Company, as in effect as of the Closing Date, certified by the Secretary of State of the State of Tennessee;
(e) The Company the Seller shall deliver to ▇▇▇▇▇▇ the Purchaser a Seller’s Certificate attesting as to (i) the Operating Agreement of the Company; and (ii) resolutions of the managing member of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(f) the Purchaser shall pay to the Seller, by wire transfer of immediately available funds, cancellation or conversion of indebtedness or other method acceptable to the Seller, three hundred thousand dollars ($300,000) (the “Cash Purchase Price”) for the Units;
(g) the Purchaser shall deliver to the Seller (i) a certificate or certificates evidencing for four million (4,000,000) shares of Common Stock, $0.01 par value per share, of the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Purchaser (“Purchaser Common Stock”) and (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and for four million (iii4,000,000) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoStock, against delivery $0.001 par value per share (equaling forty percent (40%) of the ▇▇▇▇▇▇ Notes; and
outstanding Common Stock), of OneHealthPassRX, Inc., a Nevada Corporation and a wholly-owned subsidiary of the Purchaser (fthe “OHP Common Stock”) The Company shall deliver to each of Blank(collectively, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto“Equity Purchase Price”, and (ii) a Warrant to purchase together with the number Cash Purchase Price, the “Purchase Price”); provided, however, that the Seller may designate that some or all of the shares of Purchaser Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery and/or OHP Common Stock shall be issued to an immediate relative of the Notes held by such NoteholderSeller.
Appears in 1 contract
Sources: Equity Purchase Agreement (Oasis Online Technologies Corp)
The Closing. 5.1 The closing Closing of the transaction provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (the actual date of the Closing being referred to herein as the "Closing Date").
5.2 At the Closing, Seller shall deliver or cause to be delivered to Purchaser physical possession of the Property (receipt of which may be actual or constructive) and the following:
5.2.1 Deed of Bargain and Sale with covenants against grantor's acts, duly executed and acknowledged by Seller, in proper statutory form for recording, so as to convey to Purchaser fee simple title to the Premises, subject to and in accordance with the provisions of this Agreement (the "CLOSINGDeed") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇);
5.2.2 a ▇▇▇▇ & ▇▇of sale conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, which ▇▇▇▇ LLPof sale shall contain a warranty that such property is free and clear of all Encumbrances other than the Permitted Exceptions, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇duly executed and acknowledged by Seller;
5.2.3 an assignment and assumption agreement (the "Assignment and Assumption Agreement") assigning to Purchaser all of Seller's right, ▇▇▇▇ ▇▇▇▇▇title and interest in and to the Contracts, ▇▇▇ ▇▇▇▇▇▇▇the Permits and the Claims, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇duly executed and acknowledged by Seller;
5.2.4 a settlement statement (the "Settlement Statement") setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;
5.2.5 an owner's affidavit of title;
5.2.6 a Certificate or Certificates of Occupancy for all Improvements;
5.2.7 original counterparts of each of the Contracts;
5.2.8 any transfer tax or other return required by any applicable governmental authority in connection with the sale of the Property, or at duly executed and acknowledged by Seller;
5.2.9 an affidavit (the "FIRPTA Affidavit") duly executed and acknowledged by Seller pursuant to Section 1445 (b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such provision;
5.2.10 keys to all locks relating to the Property, appropriately labeled;
5.2.11 all other instruments and documents to be executed, acknowledged where appropriate and/or delivered by Seller to Purchaser pursuant to any of the other provisions of this Agreement; and
5.2.12 such other time or on such other date documents as shall may be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEreasonably required by Purchaser's counsel in connection with this transaction."
5.3 At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:
(a) ▇▇▇▇▇▇ shall deliver 5.3.1 the cash consideration referred to the Company the ▇▇▇▇▇▇ Notesin Section 2 hereof;
(b) Blank shall deliver 5.3.2 the Stock Option Agreement referred to the Company the Blank Notesin Section 2 hereof;
(c) Blank Trust shall deliver to 5.3.3 the Company the Blank Trust NotesAssignment and Assumption Agreement, duly executed and acknowledged by Purchaser;
(d) ITC shall deliver to 5.3.4 the Company the ITC NotesSettlement Statement, duly executed and acknowledged by Purchaser;
(e) The Company shall deliver 5.3.5 all other instruments and documents to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretobe executed, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant acknowledged where appropriate and/or delivered by Purchaser to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesSeller; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across 5.3.6 such Noteholderother documents as may be reasonably required by Seller's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholdercounsel in connection with this transaction.
Appears in 1 contract
The Closing. The Subject to the terms and conditions of this Agreement, the closing (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulWilmerHale, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇ (or at such other time or remotely via the exchange of documents and signatures) on such other the date as shall be agreed upon among of this Agreement (the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." “Closing Date”). At the Closing:
(a) ▇▇▇▇▇▇ The Company shall deliver to the Company Purchaser the ▇▇▇▇▇▇ NotesDisclosure Schedule (as defined in Section 3);
(b) Blank the Company, the Purchaser and the other parties thereto shall execute and deliver to the Company Amended and Restated Investor Rights Agreement in the Blank Notesform attached hereto as Exhibit B (the “Investor Rights Agreement”);
(c) Blank Trust the Company, the Purchaser and the other parties thereto shall execute and deliver to the Company Amended and Restated Stockholders’ Voting Agreement in the Blank Trust Notesform attached hereto as Exhibit C (the “Voting Agreement”);
(d) ITC the Company, the Purchaser and the other parties thereto shall execute and deliver to the Company Amended and Restated Right of First Refusal and Co-Sale Agreement in the ITC Notesform attached hereto as Exhibit D (the “Co-Sale Agreement”);
(e) The the Company shall deliver to ▇▇▇▇▇▇ the Purchaser certificates, as of the most recent practicable dates, (i) a certificate or certificates evidencing as to the number corporate good standing of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, the Company issued by the Secretary of State of the State of Delaware and (ii) as to the due qualification and good standing of the Company as a certificate foreign corporation issued by the Secretary of the Commonwealth of Massachusetts;
(f) the Company shall deliver to the Purchaser the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Restated Certificate), certified by the Secretary of State of the State of Delaware;
(g) the Company shall deliver to the Purchaser a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company; (ii) the signatures and titles of the officers of the Company executing this Agreement or certificates evidencing any of the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, other agreements to be executed and delivered by the Company at the Closing; and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery resolutions of the ▇▇▇▇▇▇ NotesBoard of Directors and stockholders of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(h) WilmerHale, counsel for the Company, shall deliver to the Purchaser an opinion, dated the Closing Date, in substantially the form attached hereto as Exhibit F;
(i) the Company shall deliver to the Purchaser a certificate for the Shares registered in the name of the Purchaser; and
(fj) The Company the Purchaser shall deliver pay to each the Company, by wire transfer of Blankimmediately available funds or other method acceptable to the Company, Blank Trust and ITC
(i) a certificate or certificates evidencing the number aggregate Purchase Price of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase $8,823,936.70 for the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderShares.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Celgene European Investment Co LLC)
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase the Debentures for an aggregate purchase price of $10,000,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, R▇▇▇▇▇▇▇ S▇▇▇▇▇▇▇▇ & P▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP, & B▇▇▇▇▇ ▇▇LLP ("RSPAB"), 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At "
(ii) Prior to the Closing:
, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver (i) to Advantage, (1) the Debentures registered in the name of Advantage, (2) a common stock purchase warrant (the "Warrant"), in the form of Exhibit D, registered in the name of Advantage, pursuant to which Advantage shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 70,000 shares of Common Stock at an exercise price per share of $11.50, (3) the legal opinion of Atlas, P▇▇▇▇▇▇▇, Trop & Borkson outside counsel to the Company, and of F▇▇▇▇▇▇ shall deliver to the Company the e R▇▇▇▇▇▇▇▇ Notes;
Advogados, special Brazilian counsel to the Company, substantially in the form of Exhibit C, and (b4) Blank all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company to Advantage pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and (ii) to K▇▇▇ (1) the Debentures registered in the name of K▇▇▇, (2) a Warrant registered in the name of K▇▇▇, pursuant to which K▇▇▇ shall deliver have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 30,000 shares of Common Stock at an exercise price per share of $11.50, (3) the legal opinion of Atlas, P▇▇▇▇▇▇▇, Trop & Borkson outside counsel to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to and of F▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across e R▇▇▇▇▇▇'▇▇ name on ATTACHMENT A attached heretoAdvogados, (ii) a certificate or certificates evidencing special Brazilian counsel to the number Company, substantially in the form of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoExhibit C, and (iii4) a Warrant all other documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of Closing Date by the ▇▇▇Company to K▇▇▇ Notespursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company the Purchasers shall deliver (1) $10,000,000 in United States dollars in immediately available funds by wire transfer to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing an account designated in writing by the number of Series E Shares set forth across Company for such Noteholder's name on ATTACHMENT A attached heretopurpose, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name Closing Date by the Purchasers pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be delivered hereunder by or on ATTACHMENT A attached hereto, against delivery of their behalf at the Notes held by such NoteholderClosing.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Vitech America Inc)
The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders Closing shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, HastingsLoeb & Loeb LLP, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇Los Angeles, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇California 90067 at 10:00 a.m. (pst) on the fifth Business Day following the satisfaction or waiver of the conditions contained in Sections 2.02 and 2.03, or at such other time or than those conditions that by their nature can be satisfied only on such other the Closing Date. The date as on which the Closing occurs shall be agreed upon among called the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE“Closing Date." ” At the Closing:
(a) ▇▇▇▇▇▇ shall Purchaser shall:
(i) pay or cause to be paid to Seller or its designees, in immediately available funds by wire transfer to one or more bank accounts designated in writing by Seller at least two Business Days prior to the Closing Date, cash in U.S. dollars in an amount equal to (x) the Closing Payment and (y) the Receivable Amount;
(ii) deliver to Seller a receipt for the Company Securities;
(iii) deliver to Seller a certificate of the ▇▇▇▇▇▇ NotesSecretary or an Assistant Secretary of Purchaser, dated as of the Closing Date and certifying on behalf of Purchaser: (A) that attached thereto is a true, correct and complete copy of the certificate of incorporation and by-laws (or comparable constitutive documents) of Purchaser as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the board of directors or comparable governing body (and any committees thereof) of Purchaser authorizing, to the extent applicable, the execution, delivery and performance of this Agreement and the purchase of the Securities, and that all such resolutions are still in full force and effect; and (C) the incumbency and specimen signature of all officers of Purchaser executing this Agreement or the certificates representing the Securities, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of Purchaser as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii);
(iv) deliver to Seller certificates of the Secretary of State (or other applicable office) in the jurisdiction in which Purchaser is organized, dated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and non-delinquent status of Purchaser and the certificate of incorporation (or comparable constitutive document) of Purchaser; and
(v) deliver to Seller the certificate required to be delivered pursuant to Section 2.03(a).
(b) Blank Seller shall deliver to the Company the Blank Notes;Purchaser:
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or in respect of the Companies, certificates evidencing the number Securities registered in the name of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoPurchaser or its nominee, in form reasonably satisfactory to Purchaser, with all required stock transfer Tax stamps affixed and free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances arising as a result of any action taken by Purchaser or any of its Affiliates (other than the Acquired Companies);
(ii) a certificate or certificates evidencing receipt for the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Closing Payment and the Receivable Amount;
(iii) a Warrant certificate of the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date and certifying on behalf of Seller: (A) that attached thereto is a true, correct and complete copy of the certificate of incorporation and by-laws of Seller as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the board of directors (and any committees thereof) of Seller authorizing, to purchase the number extent applicable, the execution, delivery and performance of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against this Agreement and the sale and delivery of the ▇▇▇▇▇▇ NotesSecurities, and that all such resolutions are still in full force and effect; and (C) the incumbency and specimen signature of all officers of Seller executing this Agreement or the certificates representing the Securities, and any certificate or instrument furnished pursuant hereto or thereto, and a certification by another officer of Seller as to the incumbency and signature of the officer signing the certificate referred to in this clause (iii);
(iv) certificates of the Secretaries of State (or other applicable office) in each jurisdiction in which Seller and each Acquired Company is organized, dated as of the Closing Date (or as close thereto as reasonably practicable), certifying as to the good standing (to the extent such concept is recognized in such jurisdiction) and non-delinquent status of such entities and the certificate of incorporation (or comparable constitutive document) of such entities;
(v) corporate minute books and stock register/transfer ledgers (or equivalents) of each of the Acquired Companies, including the original certificates representing the capital stock or other ownership interest in each Acquired Company (to the extent certificated);
(vi) the certificate required to be delivered pursuant to Section 2.02(a);
(vii) a list, by physical location and certified by an executive officer of Seller, of (A) ***** of each artist identified on Section 2.01(b)(vii)(A) of the Seller Disclosure Letter and (b) ***** of each artist listed on Section 2.01(b)(vii)(B) of the Seller Disclosure Letter, it being agreed that all ***** described in the foregoing clause (a) and (b) shall be in the possession and control of the Acquired Companies as of the Closing;
(viii) Seller’s and/or its Affiliates’ (as applicable) duly executed counterpart to the Advertising Package, substantially in the form attached hereto as Exhibit B;
(ix) Seller’s duly executed counterpart to that certain Non-Competition Agreement, substantially in the form attached hereto as Exhibit C (the “Non-Competition Agreement”);
(x) Seller’s duly executed counterpart to that certain Trademark License Agreement, substantially in the form attached hereto as Exhibit D-1 and Seller’s duly executed counterpart to that certain Co-Existence Agreement, substantially in the form attached hereto as Exhibit D-2;
(xi) assignments to the applicable Acquired Companies or other assignee, as determined by Purchaser, and all applicable corrections of title to reflect the ownership by the applicable Acquired Companies or such other assignee, and recordations, as set forth on Section 2.01(b)(xiii) of the Seller Disclosure Letter, of the same with the appropriate Persons, of UCI Owned Intellectual Property Rights and UCI Licensed Intellectual Property Rights that are currently in the name or DBA of Seller or its Affiliates (other than the Acquired Companies) and are not held of record in the name of any Acquired Company (including domain names and registrations and applications for registration of Intellectual Property Rights), including, without limitation, any such Intellectual Property Rights identified by Purchaser in writing to Seller prior to the Closing and the Intellectual Property Rights set forth on Section 2.01(b)(xiii) of the Seller Disclosure Letter, but not including (a) the marks and domain names licensed to Purchaser and its Affiliates pursuant to the Trademark License Agreement or (b) the Intellectual Property Rights in which no Acquired Company shall have any interest from and after the Closing Date, all of which such Intellectual Property Rights are specified as “Non-Deliverables” on Section 2.02(b)(xi) of the Seller Disclosure Letter,; it being agreed that fully and duly executed (and, if applicable, notarized) original documents that evidence such assignments and corrections of title which are properly prepared and properly filed with all applicable governmental and other agencies or Persons prior to the Closing Date shall satisfy the condition set forth in this clause (xi), provided, further that the costs and expenses of effecting all such assignments, corrections of title and filings (including, without limitation, obtaining from all applicable agencies and entities proof of the proper recordation, where available, of all such assignments, corrections of title and filings and delivering same to Purchaser), whether such costs and expenses arise before or after the Closing, shall be borne by Seller and not any Acquired Company or Purchaser;
(xii) duly signed resignations, effective immediately after the Closing, of all directors of any Acquired Company who are employees of, or who otherwise perform services for, Seller or any of its Affiliates (other than the Acquired Companies);
(xiii) assignments to the applicable Acquired Companies (or other assignee as determined by Purchaser) in a form reasonably satisfactory to Purchaser of the Contracts and Rights listed on Section 2.01(b)(xiii) of the Seller Disclosure Letter and any other Contracts and Rights that relate to the UCI Businesses but are not owned directly or indirectly by any Acquired Company, including, without limitation, any such Contracts and Rights identified by Purchaser in writing to Seller prior to the Closing;
(xiv) lien releases in a form reasonably satisfactory to Purchaser with respect to the liens identified on Section 3.14 of the Seller Disclosure Letter;
(xv) evidence in a form reasonably satisfactory to Purchaser of the termination or amendment, without any liability to Purchaser or any Acquired Company, of the Contracts listed on Section 3.10(c)(i) of the Seller Disclosure Letter and identified thereon as subject to termination or amendment, as the case may be, as of the dates and in the manner set forth on such Section of the Seller Disclosure Letter;
(xvi) fully executed originals of each of the *****; and
(fxvii) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderfully executed mutual noninterference letter in connection with ancillary documents.
Appears in 1 contract
The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as following provisions shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred applicable with respect to as the "CLOSING DATE." At the Closing:
(a) At Closing, Seller shall:
(i) execute and deliver the Assignment to Buyer (in such counterparts as are reasonably requested by ▇▇▇▇▇▇ shall );
(ii) deliver a certificate of Seller, signed by an authorized officer of Seller, certifying that the conditions set forth in Section 6.2 have been satisfied;
(iii) execute and deliver a Certification of Non-Foreign Status in the form attached as Exhibit C;
(iv) execute and deliver to Buyer letters in lieu of transfer or division orders;
(v) for ▇▇▇▇▇ of which Seller or an affiliate of Seller is the Company the designated operator, execute and deliver to Buyer any forms or documents required to designate Buyer as operator of such ▇▇▇▇▇▇ Notes;
(bvi) Blank shall execute and deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver Buyer any other forms required by any Governmental Authority relating to the Company assignment of the Blank Trust Notes;
(d) ITC shall deliver Assets and relating to the Company the ITC Notes;
(e) The Company shall deliver to assumption of operations by ▇▇▇▇▇▇ ;
(ivii) a certificate or certificates evidencing deliver to Buyer such of the number Books and Records that Buyer reasonably requests and thereafter deliver the remainder of Series D Shares set forth across the Books and Records to Buyer within five (5) days after Closing;
(viii) deliver possession of the Assets to Buyer;
(ix) execute and deliver releases of the Operator ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto;
(x) execute and deliver the documentation as is necessary to inform and instruct Plains Marketing, L.P. (iior any other third party holding suspense funds) to release and disburse any of the Magnum Hunter Owned Monies held by such party to Magnum Hunter (or a certificate subsidiary designated by Magnum Hunter);
(xi) release and disburse any portion of the Magnum Hunter Owned Monies held by Seller (or certificates evidencing an affiliate of Seller) to Magnum Hunter (or a subsidiary designated by Magnum Hunter);
(xii) execute and deliver the number Settlement Agreement;
(xiii) execute and deliver any documents required to obtain the dismissal with prejudice of Series E Shares set forth across the Litigation; and
(xiv) execute and deliver to Buyer any and all other instruments, documents and other items reasonably necessary to effectuate the terms of this Agreement, as may be reasonably requested by ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholder.
Appears in 1 contract
Sources: Purchase and Sale Agreement
The Closing. 4.1 The closing Closing (the "CLOSING"“Closing”) of the surrender purchase and sale of Notes the Purchased Assets shall be held on or before August 1, 2003 (the “Closing Date”), at a date, place and time to be mutually agreed by the Noteholders parties, unless the parties mutually agree in writing to extend the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇Closing Date, or at such unless extended by other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEprovisions of this Agreement."
4.2 At the Closing, Seller shall deliver to Purchaser such documents as may be necessary or appropriate to carry out the intent of this Agreement and sufficient to sell, convey, transfer, assign and deliver to Purchaser all right, title and interests of Seller in and to the Purchased Assets, including, but not limited to:
(a) ▇▇▇▇A Bill ▇▇ shall deliver to ▇ale in the Company form of Exhibit C attached hereto and by this reference made a part hereof, together with the ▇▇▇▇▇▇ Notesoriginals of those assets enumerated therein;
(b) Blank shall deliver to An Assignment of Miscellaneous Property, duly executed and acknowledged by Seller, in the Company form of Exhibit D attached hereto and by this reference made a part hereof, providing for the Blank Notesassignment of those assets enumerated in Section 1(a)(ii) through 1(a)(vi) of this Agreement, together with the originals of those assets enumerated therein;
(c) Blank Trust shall deliver to An Affidavit of Seller in the Company the Blank Trust Notesform of Exhibit E attached hereto and by this reference made a part hereof;
(d) ITC shall deliver to Certificates of Good Standing of Seller and Stockholder, together with appropriate corporate resolutions of the Company Board of Directors of Seller and Stockholder, approved by the ITC Notes;Shareholders of Stockholder and Seller, authorizing the execution of this Agreement and the subject sale contemplated by it; and
(e) The Company shall deliver to ▇▇▇▇▇▇ originals of no less than five (i5) a certificate leases and no more than three (3) sublease (duly executed by the fee simple owner or certificates evidencing the number landlord of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoeach respective property and witnessed and notarized, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretocontaining terms and conditions, and (iiiotherwise in form and substance, acceptable to Purchaser) a Warrant for the lease to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery Purchaser of the ▇▇▇▇▇▇ Notes; andreal property at each of the Locations, the terms and conditions of which Leases shall in all respects be in form and substance reasonably acceptable to Purchaser in its absolute discretion (collectively, the “Leases”).
(f) The Company Such other documents as may reasonably be requested by Purchaser or its counsel in order to effectuate the provisions of this Agreement.
4.3 At the Closing, Purchaser shall deliver to each Seller such documents as may be reasonably requested by Seller in order to consummate the transactions contemplated by this Agreement.
4.4 At the Closing, Purchaser shall deliver to Seller the Purchase Price pursuant and subject to the terms and conditions of Blankthis Agreement.
4.5 [Intentionally deleted].
4.6 At or subsequent to the Closing, Blank Trust the parties shall execute and ITC
(i) a certificate or certificates evidencing deliver any other instruments and take any actions, which may be reasonably required for the number implementation of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, this Agreement and (ii) a Warrant to purchase the number transactions contemplated hereby. The provisions of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery this Section 4.6 shall survive the closing of the Notes held transaction contemplated by such Noteholderthis Agreement.
Appears in 1 contract
The Closing. (i) The closing Initial Closing. Subject to the terms and conditions set forth in ------------------- this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company (a) for a purchase price of two million dollars ($2,000,000) (i) the two million dollars ($2,000,000) principal amount of the Company's 5% convertible debentures (the "CLOSINGInitial Debentures"), ------------------ and (ii) Warrants to purchase two hundred thirty one thousand eight hundred eighty four (231,884) shares of Common Stock of the Company (the "Initial ------- Warrants") and (b) for a purchase price of the surrender of Notes one hundred dollars ($100) a -------- conditional warrant, by the Noteholders to and between the Company and the issuance Purchaser, in the form of Exhibit C attached hereto (the "Conditional Warrant"), to purchase (i) --------- ------------------- additional convertible debentures in four (4) tranches up to an additional aggregate principal amount of eight million dollars ($8,000,000), which shall be issued in substantially the form of Exhibit A attached hereto (the "Additional --------- ---------- Debentures") and (ii) additional warrants to purchase shares of Common Stock, ---------- which shall be issued in substantially the form of Exhibit B attached hereto --------- (the "Additional Warrants") all for an aggregate purchase price of two million ------------------- one hundred dollars ($2,000,100) (the "Initial Purchase Price"). The closing of ---------------------- the initial purchase and sale of the Series D SharesInitial Debentures, Series E Shares Initial Warrants and Warrants by Conditional Warrant (the Company to the Noteholders "Initial Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, --------------- ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPLLP ("PCS&F"), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ----- 10022, immediately following the execution hereof or such later date as the parties shall agree. The date of the Initial Closing is hereinafter referred to as the "Initial Closing Date." The closing for the purchase and sale of the --------------------- Additional Debentures and Additional Warrants shall occur in four (4) tranches of two million dollars ($2,000,000) each and the closing date(s) for the purchase and sale of the Additional Debentures and Additional Warrants shall be as set forth in the Conditional Warrant.
(ii) On the Initial Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to the Purchaser (1) Initial Debentures in the aggregate principal amount of two million dollars ($2,000,000), registered in the name of the Purchaser in the form of Exhibit A --------- hereto, (2) the Initial Warrant, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right to acquire two hundred thirty one thousand eight hundred eighty four (231,884) shares of Common Stock in the form of Exhibit B hereto, (3) the Conditional Warrant, (4) the legal --------- opinion of ▇▇▇▇, Forward, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and & Scripps LLP outside counsel to the Company, such hour in the form of Exhibit D, (5) an executed Registration Rights Agreement, dated --------- the date hereof, by and date being herein generally referred to as between the Company and the Purchaser, in the form of Exhibit E (the "CLOSING DATE." At Registration Rights Agreement"), and (6) the Closing:
Transfer Agent --------- ----------------------------- Instructions, in the form of Exhibit F, delivered to and acknowledged by the --------- Company's transfer agent (athe "Transfer Agent Instructions"); and (B) ▇▇▇▇▇▇ the --------------------------- Purchaser shall deliver to the Company (1) subject to Section 4.1, the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoInitial Purchase Price in currently available funds, and (iii2) a the Conditional Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name and Registration Rights Agreement executed on ATTACHMENT A attached hereto, against delivery behalf of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderPurchaser.
Appears in 1 contract
Sources: Securities Purchase Agreement (One Voice Technologies Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase an aggregate of 784,616 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $5,100,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth across therein, at an exercise price per share (subject to adjustment as provided therein) of $7.50 (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoLLP, against delivery outside counsel to the Company, substantially in the form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the ▇▇▇▇▇▇ NotesClosing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
the Company (i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cybershop International Inc)
The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 15,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $1,500,000. The closing of the purchase and sale of such securities (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulHigham, Hastings, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ LLP ("HM&D"), 15, Enterprise, ▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATE." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
Purchaser (i1) a stock certificate or certificates evidencing registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Series E Warrant Shares set forth across (as defined in the Warrant) indicated below such NoteholderPurchaser's name on ATTACHMENT the signature page to this Agreement (collectively, the "SERIES A attached heretoWARRANTS"), and (ii3) a Warrant Common Stock purchase warrant, in the form of EXHIBIT C-2, registered in the name of such Purchaser, pursuant to purchase which, such Purchaser shall have the number of right to acquire shares of Common Stock set forth across pursuant to the terms thereof (collectively, the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS"), (3) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose or, against delivery with the consent of the Notes held by such NoteholderCompany, through conversion of outstanding indebtedness, and (2) an executed copy of this Agreement and Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. The (a) Subject to the terms and conditions of this Agreement, the closing of the sale of the Company Common Stock to the Purchaser (the "CLOSING"“Closing”) shall take place as soon as practicable, and in any event no later than three Business Days after the satisfaction or waiver (subject to applicable law) of the surrender of Notes by the Noteholders latest to the Company and the issuance occur of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date conditions set forth in Article VII hereof, unless extended by mutual agreement of the parties. The Closing shall take place at the offices of Paul, Hastings, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & (US) LLP, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to location as the "CLOSING DATEparties hereto may agree."
(b) At the Closing:
(ai) Purchaser shall deliver (A) an amount equal to the Purchase Price minus the sum of the Escrow Amount and the Reserve Fund to Paying Agent and (B) the Escrow Amount and the Reserve Fund to the Escrow Agent to be held in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds;
(ii) Sellers shall deliver to Purchaser the stock certificates (or documentation reasonably acceptable to Purchaser in respect of any lost stock certificates) representing the Company Common Stock, duly endorsed (or accompanied by duly executed stock powers);
(iii) Those individuals listed on Section 2.5(b)(iii) of the Disclosure Schedule shall submit their resignations as directors and officers of Company and its Subsidiaries, effective as of immediately prior to the Closing;
(iv) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company from the office of the Secretary of State of Colorado;
(v) Sellers’ Representative shall deliver to Purchaser a recent good standing certificate regarding Company Subsidiary from the office of the Secretary of State of Colorado;
(vi) Sellers’ Representative shall deliver a certificate enclosing a copy of the charter and by-laws of each of Company and Company Subsidiary, requisite resolutions or authority of Sellers’ board of directors, board of managers, shareholder or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Sellers executing and delivering this Agreement and the documents contemplated hereby and of Sellers’ Representative;
(vii) Purchaser shall deliver a certificate enclosing a copy of the charter and by-laws of Purchaser, copies of requisite resolutions or authority of Purchaser’s board of directors, board of managers, shareholders or members, as applicable, approving the transactions contemplated by this Agreement, and a certification as to incumbency of the signatories of Purchaser executing and delivering this Agreement and the documents contemplated hereby;
(viii) Sellers shall deliver the certificates required by Sections 7.2(a) and (b); and
(ix) Purchaser shall deliver the certificates required by Sections 7.3(a) and (b).
(x) Purchaser shall deliver to employees of the Company selected by Purchaser (in its discretion, but after consultation with ▇. ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing stock option agreements in the number of Series E Shares form set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) Exhibit F annexed hereto evidencing options aggregating to a Warrant to purchase the number grant of 300,000 shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderPurchaser common stock.
Appears in 1 contract
Sources: Stock Purchase Agreement
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ & Love LLP, located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ (or in such other manner as the Parties may mutually determine), commencing at 10:00 a.m. local time within three Business Days following the satisfaction or waiver of all conditions to the obligations of the Parties in ARTICLE VII hereof to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the “Closing Date”).
(b) At the Closing, Seller shall deliver to Purchaser:
(i) A certificate representing the Units owned by Seller and the certificates owned by the Company representing ownership by the Company in each Company Subsidiary;
(ii) The Escrow Agreement, executed by the Seller and the Escrow Agent;
(iii) Resolutions of Seller’s board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(iv) Copies of each payoff letter relating to the Indebtedness to be paid by Purchaser on behalf of Seller at the Closing and satisfactory evidence of the release of any Liens of record that relate to such repaid Indebtedness;
(v) The Transition Services Agreement, executed by the Seller; and
(vi) Written resignations, effective as of the Closing, from all managers and officers, of each of the Acquired Companies, other than individuals who are Continuing Employees (as defined in Section 6.9 below), from all of their respective positions as managers and/or officers of the acquired Companies.
(c) At the Closing, the Company shall deliver to Purchaser:
(i) The minute books of the Acquired Companies;
(ii) Resolutions of Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and copies of Company’s articles of organization and operating agreement, as amended to date, certified by the Company’s secretary;
(iii) an estoppel letter, non-disturbance and consent to change of control agreement, in the form attached hereto as Exhibit B, from each record fee simple owner and sub-landlord, as applicable, under those leases and subleases listed on Schedule 2.2(c);
(iv) Written instructions to ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Love, or at such other time or on such other date as Escrow Firm, to release to Purchaser, and Purchaser shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
have received (a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver contemporaneously with its delivery of payment to ▇▇▇▇▇▇ (iMinerals, LLC under Section 2.3(a)(iii)) a certificate or certificates evidencing the number original Estoppel Agreement and Change of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Control and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the Estoppel Agreement as executed by ▇▇▇▇▇▇ NotesMinerals, LLC, copies of which are attached hereto as Exhibit C, together with the form of escrow agreement with the Escrow Firm;
(v) The Parties acknowledge they have obtained the Consent to Change and Control and Estoppel Agreement of ▇▇▇▇▇ Fork LLC (Penn Virginia), a copy of which is attached hereto as Exhibit D, the original of which has been delivered to Purchaser and which will remain in full force and effect as of the Closing Date; and
(fvi) The Company A written certification (“FIRPTA Certificate”) in the form attached hereto as Exhibit E, and in compliance with the Section 1445 of the Code, certifying that Seller is not an entity subject to withholding under the Act, and containing Seller’s United States tax identification number and domestic address.
(d) At the Closing, the Purchaser shall deliver to each of Blank, Blank Trust and ITCdeliver:
(i) a certificate or certificates evidencing To the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoSeller, the Closing Cash Consideration in accordance with Section 2.3(a)(iii) below and any Estimated Adjustment Amount in accordance with Section 2.4(f);
(ii) a Warrant To the Escrow Agent, the Escrow Amount;
(iii) To the Seller, the Escrow Agreement, executed by the Purchaser and the Escrow Agent;
(iv) The outstanding balance of the Indebtedness to purchase the number holders of shares of Common Stock the Indebtedness as set forth across such Noteholder's name on ATTACHMENT Schedule 2.3(a)(ii);
(v) A attached heretoreceipt for the Units;
(vi) The Transition Services Agreement, against executed by the Purchaser; and
(vii) Resolutions of Purchaser’s board of directors authorizing the execution, delivery and performance of this Agreement and the Notes held by such Noteholdertransactions contemplated hereby.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Cliffs Natural Resources Inc.)
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 800 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of $8,000,000. The closing of the purchase and sale of such securities (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit D-2, registered in the name of such Purchaser, pursuant to which, in the event that the Company shall redeem the Shares, such Purchaser shall have the right to acquire the number of Warrant Shares indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Redemption Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Cart▇▇, ▇▇▇▇▇▇▇ shall deliver & ▇ilb▇▇▇, ▇▇tside counsel to the Company in the ▇▇▇▇▇▇ Notes;
form of Exhibit C, (b4) Blank shall deliver to an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Blank Notes;
Purchasers, in the form of Exhibit B (c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto"Registration Rights Agreement"), and (iii5) a Warrant Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to purchase and acknowledged by the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of Company's transfer agent (the ▇▇▇▇▇▇ Notes"Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderan executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Seranova Inc)
The Closing. (a) The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") shall take place no later than five (5) Business Days after the Effective Date of the surrender of Notes by Registration Statement (the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, "Closing Date") at the offices of PaulKaplan Gottbetter & Levenson, HastingsLLP, 630 Third Avenue, New York, NY 100▇▇ ▇▇▇e▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, cha▇▇▇ ▇▇▇▇▇ es in w▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as ▇hich writing shall be agreed upon among set forth the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEnew Closing Date."
(b) At the Closing:,
(ai) ▇▇▇▇▇▇ the Escrow Agent shall deliver to the Company Purchaser the ▇▇▇▇▇▇ Notes;following:
(bA) Blank shall deliver to original and duly issued Debentures registered in the Company name of the Blank Notes;Purchaser in the amount set forth in SCHEDULE 1 hereto; and
(cB) Blank Trust shall deliver to an original and duly executed Warrant registered in the Company name of the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant Purchaser and/or its assigns to purchase the number of shares of the Common Stock as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached in SCHEDULE 1 hereto. The Warrant shall have the terms and conditions set forth in the Warrant annexed as EXHIBIT B hereto;
(ii) the Company shall deliver to the Purchaser the following:
(A) a legal opinion of counsel to the Company, substantially in the form annexed as EXHIBIT G hereto, against addressed to the Purchaser and dated the Closing Date;
(B) a certificate, dated the Closing Date and signed by the Secretary of the Company, certifying (A) that attached thereto are true, correct and complete copies of (1) the Company's articles or certificate of incorporation, as amended to the date thereof, (2) the Company's by-laws, as amended to the date thereof, (3) resolutions duly adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement, the ▇▇▇▇▇▇ Notesissuance and sale of the Debentures, the Warrant, the Underlying Shares and the Warrant Shares, and the appointment, pursuant to Section 4.14 hereof, of the attorney-in-fact pursuant to the Power of Attorney annexed as EXHIBIT F hereto (the 164 "Attorney-in-Fact"), and (4) a certificate of good standing from the Secretary of State of Utah and (B) the incumbency of the officer executing this Agreement;
(C) a certificate of the Company's President, dated the Closing Date, certifying that the representations and warranties of the Company contained in Article III hereof are true and correct in all material respects on the Closing Date; and
(fD) The all other documents, instruments and writings required to have been delivered by the Company at or prior to the Closing pursuant to this Agreement.
(c) Upon receipt by the Purchaser of those items set forth in Sections 2.3(b)(i) and (ii) above, the Escrow Agent shall deliver the following to each of Blank, Blank Trust and ITCthe Company:
(i) a certificate or certificates evidencing the number Purchase Price by wire transfer of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and immediately available funds pursuant to written wire transfer instructions delivered by the Company to the Escrow Agent at least five (5) Business Days prior to the Closing Date;
(ii) a the Termination Warrant and the Termination Warrant Escrow Shares; and
(iii) all documents, instruments, and writings required to purchase have been delivered or necessary at or prior to Closing by the number Purchaser pursuant to this Agreement.
(d) The Escrow Agent shall retain and hold the Escrow Shares, all of shares which shall be held in accordance with the terms of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretothis Agreement, against delivery of the Notes held by such NoteholderWarrant and the Escrow Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Scores Holding Co Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase 300 shares of Preferred Stock (the "CLOSINGShares") for an aggregate purchase price of $3,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:"
(aii) ▇▇▇▇▇▇ Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) stock certificates representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, registered in the name of such Purchaser, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoExhibit D, (ii) a certificate or certificates evidencing pursuant to which such Purchaser shall have the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant right to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement, against delivery registered in the name of such Purchaser (collectively, the ▇"Warrants"), (3) the legal opinion of Higham, McCo▇▇▇▇▇ Notes& ▇unn▇▇▇ ▇▇▇, outside counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such Noteholder3 Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 60,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $6,000,000. The closing purchase and sale of such securities shall take place at one or more closings (collectively, the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of PaulEllenoff Grossman & Schole LLP ("EG&S"), Hastings370 Lexington Avenue, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPNew York, ▇▇▇ ▇New ▇▇▇▇ ▇▇▇17, immediately followin▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) ▇ates as the parties shall agree. The date of each Closing is hereinafter referred to as a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, "CLOSING DATE."
(ii) a certificate At each Closing, the parties shall deliver or certificates evidencing shall cause to be delivered the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and following: (iiiA) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
Purchaser (i1) a stock certificate or certificates evidencing registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Series E Warrant Shares set forth across (as defined in the Warrant) indicated below such NoteholderPurchaser's name on ATTACHMENT A the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of EG&S, in the form of EXHIBIT F attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (ii7) a Warrant to copies of the executed Lock-Up Agreements, in the form of EXHIBIT G (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser shall deliver (1) the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, against delivery and (2) an executed copy of the Notes held by such Noteholderthis Agreement and Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock and Common Stock Warrant Purchase Agreement (Syscan Imaging Inc)
The Closing. (a) The closing (the "CLOSINGClosing") shall take place simultaneously with the execution and delivery of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, this Agreement at the offices of PaulO'Sullivan LLP, Hastings30 Rockefeller Plaza, New York, New York 10112.
(▇) The o▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇y for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser):
(i) the New Debentures, or at such other time or on such other date as which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be agreed upon among in full force and effect and enforceable against the Noteholders Company in accordance with their terms;
(ii) the Warrants, which Warrants shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms;
(iii) the opinion of Bingham Dana LLP, counsel to the Company, such hour and date being herein generally referred addressed to as the "CLOSING DATE." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery dated as of the ▇▇▇▇▇▇ Notesclosing, in substantially the form attached hereto as Exhibit G; and
(fiv) evidence satisfactory to the Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures;
(v) evidence satisfactory to the Purchasers that the Company has reserved the Warrant Shares for issuance upon exercise of the Warrants;
(vi) the Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(vii) the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of which shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(viii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms;
(ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, the consent and authorization of the NASD;
(x) receipt of revised cash flow budget through December 31, 2001, acceptable to the Purchasers;
(xi) evidence reasonably satisfactory to the Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2).
(xii) evidence satisfactory to the Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement);
(xiii) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Fundamental Documents of the Company as in effect on the date of such certification; (B) that attached thereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing (1) the execution, delivery and performance of the Financing Documents, (2) the issuance, sale and delivery of the New Debentures, and (3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or instrument furnished pursuant hereto;
(xiv) a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii);
(xv) a duly authorized, executed and delivered copy of each of the other Financing Documents, if any, which shall be in full force and effect and shall be enforceable against the Issuers or the Company, as the case may be, and such parties in accordance with their respective terms;
(xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and Massachusetts dated on the Closing as to the continued good standing of the Company and from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and
(xvii) such additional supporting documents and other information with respect to the operations and affairs of the Company and its Subsidiaries as the Purchasers may reasonably request.
(c) The Company shall obligation of the Issuers to issue, deliver and sell the New Debentures at the Closing is subject to each the delivery by the Purchasers of Blank, Blank Trust and ITCthe following items (unless waived by the Company):
(i) a certificate duly authorized, executed and delivered copy of each of the other Financing Documents which shall be in full force and effect and shall be enforceable against the Purchasers and such parties in accordance with their respective terms; and
(ii) each Purchaser shall deliver or certificates evidencing cause to be delivered to the number Company by wire transfer of Series E Shares immediately available funds the Wire Amount set forth across opposite such NoteholderPurchaser's name on ATTACHMENT A attached heretoSchedule I hereto to such bank account as the Issuers shall designate to each Purchaser in writing on or prior to the day immediately preceding the Closing; and
(iii) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation the (A) consent of SVB, and (iiB) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery consent and authorization of the Notes held by such NoteholderNASD.
(d) The New Debentures do not constitute a revolving loan and any amounts repaid or prepaid under the New Debentures may not be reborrowed.
Appears in 1 contract
Sources: Securities Purchase Agreement (Exchange Applications Inc)
The Closing. The closing 7.1 Completion of the allotment of the Allotted Shares and the transfer of the Shares Sold to the Purchaser and the registration thereof in the register of members of the Company (the hereinafter: "THE CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, will take place at the offices of PaulTulchinsky, HastingsStern, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Zur, ▇▇▇▇▇▇ & Co., ▇▇Advocates of ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, or Tel Aviv at 10:00 a.m. on the Closing Date and/or at such other time or on such other date place as shall will be agreed upon among between the Noteholders parties for the purpose of completing the transaction.
7.2 On the Closing Date and as a condition for performing the Closing by the Purchaser the Company will furnish and/or the Shareholders will furnish to the Purchaser the following documents:
7.2.1 A copy of the resolution of the Board of Directors of the Company in the form of the resolution attached hereto as APPENDIX 7.2.1, certified by the Company's lawyer as having been duly passed pursuant to the statutory documents of the Company, such hour certifying, inter alia, the entering into of this Agreement and date being herein generally referred to full performance of the acts thereunder, including the change of control in the Company, allotment of the Allotted Shares and that the Allotted Shares will, upon their allotment, be fully paid.
7.2.2 A copy of a resolution of the Shareholders of the Company in the form attached as APPENDIX 7.2.2, signed by all of the "CLOSING DATE." At Shareholders of the Closing:
(a) ▇▇▇▇▇▇ shall deliver Company, certified by the Company's lawyer as having been duly passed pursuant to the statutory documents of the Company certifying, inter alia, the ▇▇▇▇▇▇ Notes;contents of the Agreement, the entering into by the Company of the Agreement and the full performance of the acts thereunder, including the change of control in the Company, appointment of the two directors on behalf of the Purchaser, allotment of the Allotted Shares and the replacement of the Company's articles by the New Articles.
(b) Blank shall deliver 7.2.3 A return of the allotment of shares to the Company Registrar of Companies, duly signed and ready for filing with the Blank Notes;
(c) Blank Trust shall deliver Registrar of Companies in respect of the allotment of the Allotted Shares to the Company Purchaser and the Blank Trust Notes;
(d) ITC shall deliver furnishing to the Company Purchaser of a share certificate in respect of the ITC Notes;Allotted Shares drawn and duly signed in the name of the Purchaser.
(e) The Company shall deliver 7.2.4 Instruments of share transfer duly signed by the Shareholders relating to ▇▇▇▇▇▇ (i) the transfer of the Shares Sold to the Purchaser.
7.2.5 A return of the transfer of shares to the Registrar of Companies duly signed and ready for filing with the Registrar of Companies in respect of the transfer of the Shares Sold to the Purchaser and furnished to the Purchaser a share certificate or certificates evidencing in respect of the number Shares Sold drawn and duly signed in the name of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT the Purchaser.
7.2.6 A attached hereto, (ii) a certificate or certificates evidencing return form to the number Registrar of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoCompanies of the replacement of the Company's articles by the New Articles, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery appointment of the ▇▇▇▇▇▇ Notes; anddirectors signed by the Board of Directors of the Company and ready for filing with the Registrar of Companies.
7.2.7 The opinion of Advocate Ram Efrati, the Company's lawyer in the form attached hereto as APPENDIX 7.2.5 (fthat will, inter alia, include an opinion with respect to the composition of the Board of Directors of the Company, the Company's issued share capital and the absence of any claims and breaches and the validity of the purchase of the Shares Sold and the issue of the Allotted Shares).
7.2.8 Directors insurance policies as customary for all of the Company's directors as well as a letter of exemption and indemnity relating to the Purchaser's directors in relation to the lack of the Licenses (as hereinbefore defined) The Company shall deliver to each and the establishment of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoEffluent Facility, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery everything involved therein.
7.2.9 Signed confirmations of the Notes chargees mentioned in clause 2.10.1 above of their consent to the performance of this Agreement and all of the acts involved therein, including the allotment of the Allotted Shares, transfer of the Shares Sold to the Purchaser, change of control in the Company and repayment of the Owners Loan mentioned in clause 2.10.4 above.
7.2.10 Confirmation of the owners of the real estate held by such Noteholderthe Company on the lease detailed in clause 2.9 above, to the satisfaction of the Purchaser.
Appears in 1 contract
Sources: Shareholder Agreement (G Willi Food International LTD)
The Closing. The Subject to the satisfaction or waiver of the conditions set forth in Articles VII and VIII, the closing of the Merger (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur take place at 10:00 a.m., Los Angeles Baltimore, Maryland time, on a date (the “Closing Date”) and at a place specified by the Parties, which date hereof, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among no later than ten (10) Business Days after the Noteholders satisfaction or waiver of all the conditions in Articles VII and VIII (excluding conditions that, by their terms, are to be satisfied on the CompanyClosing Date), such hour and date being herein generally referred to as unless extended by the "CLOSING DATE." mutual written agreement of the Parties. At the Closing:
(a) ▇▇▇▇▇▇ the Purchaser shall deliver deliver:
(i) to each Company Stockholder listed on Appendix P, by check or Wire (at the election of each Company Stockholder), the amount of Initial Cash Consideration set forth opposite such Company Stockholder’s name on Appendix P;
(ii) to the Stockholders’ Agent, the Initial Stock Consideration, for further distribution to the Company Stockholders in accordance herewith; and
(iii) to the ▇▇▇▇▇▇ NotesStockholders’ Agent, a certificate signed by the President of Purchaser as to the satisfaction of the conditions in Sections 8.1 and 8.2;
(iv) to the Stockholders’ Agent, a copy of the Organizational Documents of Purchaser, certified by the Secretary of Purchaser;
(v) to the Stockholders’ Agent a copy of the Organizational Documents of Merger Sub, certified by the Secretary of Merger Sub;
(vi) to the Stockholders’ Agent, a copy of all resolutions of the Purchaser Board and Purchaser’s stockholders related to the Merger, certified by the Secretary of Purchaser;
(vii) to the Stockholders’ Agent, a copy of all resolutions of the board of directors of Merger Sub and the sole stockholder of Merger Sub related to the Merger, certified by the Secretary of Merger Sub;
(viii) to the Stockholders’ Agent, a good standing certificate issued by SDAT with respect to each of Purchaser and Merger Sub no more than five (5) days prior to the Closing Date;
(ix) to the Stockholders’ Agent and the Escrow Agent, the Escrow Agreement duly executed by the Purchaser;
(x) to the Stockholders’ Agent, a copy of the New Registration Rights Agreement, as duly executed by the Purchaser;
(b) Blank the Company shall execute (as applicable) and deliver to the Purchaser:
(i) all Certificates and lost Certificate affidavits tendered by Company Stockholders;
(ii) a certificate signed by the Blank NotesPresident of the Company as to the satisfaction of the conditions in Sections 7.1 and 7.2;
(iii) a Certificate of Non-United States Real Property Interest Status in the form attached hereto as Appendix E;
(iv) copies of the Organizational Documents of each Acquired Company, in each case certified by the Secretary of such Acquired Company;
(v) copies of all resolutions of the Company Board and the Company Stockholders related to the Merger, certified by the Secretary of the Company;
(vi) good standing certificates issued by the Michigan Department and the applicable Government Entity in each jurisdiction listed in Section 4.1(a) of the Company Disclosure Schedule with respect to the Company no more than five (5) days prior to the Closing Date; and
(vii) a good standing certificate issued by the applicable Government Entity in each jurisdiction listed in Section 4.1(b) of the Company Disclosure Schedule with respect to Acquired Companies other than the Company no more than five (5) days prior to the Closing Date;
(viii) the Escrow Agreement duly executed by the Company; and
(ix) a complete and accurate aging report listing all Company Receivables as of the Closing Date;
(c) Blank Trust shall the Purchaser will deliver to the Company Escrow Agent:
(i) by Wire, the Blank Trust Notes;Escrowed Cash; and
(ii) the Escrowed Shares; and
(d) ITC shall the Company will deliver to the Escrow Agent, for each Company the ITC Notes;
Stockholder receiving Stock Consideration, five (e5) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number assignments of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretostock separate from certificate, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderexecuted in blank.
Appears in 1 contract
The Closing. (a) The Preferred Stock Issuance shall occur at a closing (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, be held at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M. on the fifth Business Day after, or at Purchaser’s request, the last Business Day of the calendar month in which, the satisfaction or waiver of all the conditions set forth in Article VII hereof has occurred (other than the consummation of the Contribution) and immediately following the consummation of the Contribution or at such other place or such other time or date as the Purchaser and Corporation may designate (the “Closing Date”).
(b) At the Closing, Purchaser shall deliver to Rafaella and Corporation, as applicable, the following:
(i) The Purchase Price;
(ii) The following certificates and other documents:
(A) the officer’s certificates described in paragraphs (a) and (b) of Section 7.02; and
(B) a good standing certificate from the secretary of state of the jurisdiction of formation of Purchaser;
(C) a secretary’s certificate, attaching and certifying as to (1) the resolutions of the board of directors (or comparable body) of Purchaser authorizing the Transactions and the execution, delivery and performance of the Transaction Documents (to the extent a party thereto), and that such resolutions were duly adopted, have not been amended and are in full force and effect as of the Closing Date; (2) the certificate of formation and operating agreement, each as amended to date, of Purchaser; and (3) the incumbency of the officers of Purchaser executing documents or instruments in connection with the Transactions.
(iii) A copy of the Stockholders’ Agreement, Escrow Agreement and Redemption Agreement duly executed by all of the parties thereto; and
(iv) Such other instruments and documents, in form and substance reasonably acceptable to Rafaella, as may be necessary to effect the Closing or consummate the Transactions.
(c) At the Closing, Rafaella, Verrazano, ▇▇▇▇▇▇▇ and Corporation, as applicable, shall deliver to Purchaser the following:
(i) Against contribution of the Purchase Price therefor, a duly authorized and validly issued certificate representing the Preferred Stock registered in the name of the Purchaser;
(ii) A copy of each of the Ancillary Documents, other than the Senior Secured Notes, duly executed by all of the parties thereto;
(iii) The following certificates and other documents, each to be delivered by each of Rafaella, Verrazano and Corporation (other than the certificate described in Section (A)) and the certificates described in Section (A) and (B), by ▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing▇▇:
(aA) ▇▇▇▇▇▇ shall deliver A certificate, in form and substance reasonably satisfactory to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across Purchaser, certifying ▇▇▇▇▇▇'▇’▇ name on ATTACHMENT A attached heretonet worth as at the Closing Date after giving effect to the Transactions. For purposes of this clause (A), (ii) a certificate or certificates evidencing “Net Worth” means the number gross fair market value of Series E Shares set forth across ▇▇▇▇▇▇'▇’▇ name total assets (excluding intangibles and including any amounts held in escrow pursuant to the Escrow Agreement) less total liabilities, including but not limited to estimated taxes on ATTACHMENT A attached hereto, asset appreciation and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, any offsets against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholder.assets;
Appears in 1 contract
The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders Closing hereunder shall occur take place at 10:00 a.m., Los Angeles time, on the date hereof, A.M. Eastern Standard Time at the offices of Paul, Hastings, Raice Paykin & Krieg LLP or a▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ti▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to place as the "CLOSING DATE." parties may mutually agree, on or before the expiration of sixty (60) days from the date hereof. At the Closing:
(aA) ▇▇▇▇▇▇ DOCUMENTS TO BE EXECUTED BY THE PARTIES. DS&E and MTNO shall deliver to execute and deliver:
(i) An Assignment and Assumption Agreement in the Company the ▇▇▇▇▇▇ Notesform of Exhibit 10(a)(i);
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant Deposit Escrow Agreement in form identical to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesExhibit 1(f); and
(fiii) The Company the Consulting Agreement referred to in Section 6(f)
(B) DOCUMENTS TO BE DELIVERED BY D&SE. D&SE shall deliver to each of Blank, Blank Trust and ITCMTNO:
(i) a certificate or certificates evidencing certified copies of resolutions of D&SE's Board of Directors authorizing execution and delivery of this Agreement and consummation of the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and transactions contemplated hereby;
(ii) a Warrant to purchase the number extent not previously delivered, the Customer and Vendor Lists;
(iii) the opinion referred to in Section 8(f);
(iv) consent(s) of shares landlord(s);
(v) evidence reasonably satisfactory to MTNO that all claims of Common Stock set forth across such NoteholderD&SE's name on ATTACHMENT A attached heretopresent employees employed in the Business for salary, against accrued vacation, sick leave and other employee benefits accrued through the closing date have been paid; and
(vi) an indemnity and non-competition agreement referred to in Section 8(e), duly executed by each of the shareholders of D&SE.
(C) DOCUMENTS TO BE DELIVERED BY MTNO TO D&SE. MTNO will deliver to D&SE:
(i) certified copies of resolutions of MTNO's Board of Directors authorizing execution and delivery of this Agreement and consummation of the Notes held transactions contemplated hereby;
(ii) the Note
(iii) the opinion referred to in Section 9(c);
(iv) the Security Agreement and UCC-1 Financing Statements;
(v) if MTNO's rights under this Agreement have been assigned to another corporation, a guarantee (in substantially the form heretofore agreed by such Noteholderthe parties) of the obligations of that corporation.
Appears in 1 contract
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase from the Company the Debentures for an aggregate purchase price of $6,000,000. The closing of the purchase and sale of the Debentures (the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("RSPAB"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATE." "
(ii) At the Closing:
, (a) the Company shall deliver or shall cause to be delivered to (A) Strong River (1) Debentures in the aggregate principal amount of $3,000,000 registered in the name of Strong River, (2) a common stock purchase warrant (the "WARRANT"), in the form of EXHIBIT D, registered in the name of Strong River, pursuant to which Strong River shall have the right to acquire shares of Common Stock upon the terms set forth therein, (3) the legal opinion of ▇▇▇▇▇▇▇ shall deliver Coie LLP outside counsel to the Company, substantially in the form of EXHIBIT C, (4) a waiver of the Company's right to deliver a written notice to Strong River requiring Strong River to purchase Tranche 2 Shares (as defined in that certain Securities Purchase Agreement among the Company, Strong River and certain other parties dated as of January 28, 1999 (the "SECURITIES PURCHASE AGREEMENT")) and (5) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company to Strong River pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (B) Bay Harbor (1) Debentures in the aggregate principal amount of $3,000,000 registered in the name of Bay Harbor, (2) the legal opinion of ▇▇▇▇▇▇▇ Notes;
Coie LLP outside counsel to the Company, substantially in the form of EXHIBIT C, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company to the Purchasers pursuant to this Agreement, including the executed Registration Rights Agreement and (b) Blank Purchasers shall deliver (1) $6,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company the Blank Notes;
for such purpose, (c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i2) a certificate or certificates evidencing acknowledging that Strong River shall no longer have any right to receive Adjustment Shares (as defined in the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (iiSecurities Purchase Agreement) a certificate or certificates evidencing pursuant to the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Securities Purchase Agreement and (iii3) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Thrustmaster Inc)
The Closing. (i) The Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company, over the period of time described herein, the Debentures for an aggregate purchase price of $600,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:"
(aii) ▇▇▇▇▇▇ On the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser: (i1) Debentures registered in the name of such Purchaser in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire, for every One Dollar ($1) of the principal amount of the Debentures acquired by it hereunder, two shares of Common Stock, upon the terms and conditions set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (collectively, the "Warrants"), (ii3) a certificate or certificates evidencing the number legal opinion of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged in writing by the Company's transfer agent (the "Transfer Agent Instructions"), (6) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), and (7) an executed Escrow Agreement, dated as of the date hereof, between the Company, the Purchasers and the escrow agent (the "Escrow Agent") set forth therein, in the form of Exhibit H (the "Escrow Agreement"); and (B) each Purchaser will deliver to the Company: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) executed originals of this Agreement, the Registration Rights Agreement, Security Agreement and the Escrow Agreement.
(iii) a Warrant to purchase If each of the number of shares of Common Stock conditions set forth across ▇▇▇▇▇▇'▇ name in Section 1.1(b), other than the condition in Section 1.1(b)(iii), have been either satisfied by the Company or waived by each Purchaser, then on ATTACHMENT A attached heretothe tenth (10th) Trading Day ( "First Additional Funding Date") after the receipt by each Purchaser of a compliance certificate from the Company certifying that it has satisfied all the applicable conditions in Section 1.1(b), (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing 16.67% of the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement (the "First Additional Debentures") which shall be included within the definition of Debentures, and (iiB) a Warrant each Purchaser will deliver to the Company, 16.67% of the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
(iv) If each of the conditions set forth in Section 1.1(b), have been either satisfied by the Company or waived by each Purchaser and provided that each Purchaser has received a compliance certificate from the Company certifying that it has satisfied all such applicable conditions, then on the tenth (10th) Trading Day ("Second Additional Funding Date") after the Effective Date (as defined herein), (A) the Company will, against delivery of the Notes held amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement (the "Second Additional Debentures") which shall be included within the definition of Debentures, and (B) each Purchaser will deliver to the Company, 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose. The First Additional Debentures and Second Additional Debentures are collectively referred to as ("Additional Debentures") and the First Additional Funding Date and Second Additional Funding Date are collectively referred to as ("Additional Funding Dates").
Appears in 1 contract
Sources: Secured Convertible Debenture Purchase Agreement (Digital Descriptor Systems Inc)
The Closing. The (a) Subject to the provisions of Section 8, the closing of the transactions contemplated by this Agreement (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulGable & Gotwals, Hastings100 W. 5th Street, Tulsa, OK 74103, commencing at 10:▇▇ ▇▇.m. ▇▇▇▇▇ & ▇▇▇▇im▇ ▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ calendar month immediately following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇including without limitation, conditions in Section 7.1(h) and 7.2(h) herein) or at such other time or on such other date as shall be agreed upon among the Noteholders Northern Border and the Company, such hour and date being herein generally referred to as ONEOK may mutually determine (the "CLOSING DATEClosing Date")." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall At the Closing, ONEOK will deliver the following documents and deliverables to Northern Border:
(i) Good and sufficient instruments of transfer transferring all of the Shares to Northern Border free and clear of all Liens other than transfer restrictions imposed by applicable securities laws;
(ii) An executed copy of a Services Agreement substantially in the form attached hereto as Exhibit E (the "Services Agreement");
(iii) A certificate certifying that the transactions contemplated hereby are exempt from withholding under Code Section 1445 executed in accordance with the requirements of the Treasury regulations promulgated thereunder;
(iv) Resignations of the officers, directors and managers identified prior to Closing by Northern Border;
(v) An executed copy of a Guaranty substantially in the form attached hereto as Exhibit C (the "ONEOK Guaranty Agreement");
(vi) An executed copy of a Payment, Performance, Indemnity and Support Agreement substantially in the form attached hereto as Schedule 1.3(b)(vi);
(vii) A written opinion from legal counsel to ONEOK addressed to Northern Border substantially in the form attached hereto as Schedule 1.3(b)(vii); and
(viii) Such other certificates, instruments of conveyance, and documents as may be reasonably requested by Northern Border prior to the Company Closing Date to carry out the Blank Notes;intent and purposes of this Agreement.
(c) Blank Trust shall At the Closing, Northern Border will deliver the following documents and deliverables to ONEOK:
(i) Certificates (or appropriate evidence of a book entry transfer to the Company account designated by ONEOK) representing the Blank Trust NotesUnits;
(dii) ITC shall deliver to An executed copy of the Company the ITC NotesServices Agreement;
(eiii) The Company shall deliver An Agreement and Guaranty with respect to ▇▇▇▇▇▇ (i) each of the equipment leases relating to ONEOK Bushton Processing, Inc., in a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoform reasonably acceptable to ONEOK and Northern Border, and such other agreements, certificates and assurances necessary in connection with the transfer of ONEOK Bushton Processing, Inc. to Northern Border;
(iiiiv) An executed copy of a Warrant Payment, Performance, Indemnity and Support Agreement substantially in the form attached hereto as Schedule 1.3(b)(vi);
(v) A written opinion from legal counsel to purchase Northern Border addressed to ONEOK substantially in the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A form attached hereto, against delivery of the ▇▇▇▇▇▇ Noteshereto as Schedule 1.3(c)(v); and
(fvi) The Company shall deliver to each of BlankSuch other certificates, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoinstruments, and (ii) a Warrant documents as may be reasonably requested by ONEOK prior to purchase the number Closing Date to carry out the intent and purposes of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderthis Agreement.
Appears in 1 contract
Sources: Contribution Agreement (Northern Border Partners Lp)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 500 shares of Preferred Stock (the "CLOSINGShares") for an aggregate purchase price of $5,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ Exhibit D, registered in the name on ATTACHMENT A attached heretoof such Purchaser, (ii) a certificate or certificates evidencing pursuant to which such Purchaser shall have the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant right to purchase acquire the number of shares of Common Stock set forth across indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Warrants"), (3) the legal opinion of Parr ▇▇▇d▇▇▇▇ ▇▇▇w▇ ▇▇▇ & ▇ove▇▇▇▇, ▇▇'▇ name on ATTACHMENT A attached heretotside counsel to the Company in the form of Exhibit C, against delivery and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the ▇▇▇▇▇▇ Notes"Registration Rights Agreement") and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
(i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii2) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderan executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Daw Technologies Inc /Ut)
The Closing. The closing of the Transactions (the "CLOSINGClosing") ----------- ------- shall take place at a date and place as may be mutually agreeable to each of the surrender Parties (the "Closing Date"). At the Closing: ------------
(a) The Company shall issue its senior notes with an aggregate principal amount of Notes by $155 million and consummate the Noteholders Senior Note Offering.
(b) The Company shall incur indebtedness under its Senior Facility in amounts satisfactory to consummate the transactions contemplated hereby and to fund its ongoing working capital needs and consummate the Senior Facility.
(c) The Company shall deposit, from the proceeds of the Senior Facility and/or the Senior Note Offering, $4,000,000 (the "Escrow Amount") in an ------------- escrow account established pursuant to the terms and conditions of an escrow agreement in the form of Exhibit A attached hereto (the "Escrow Agreement"). The Escrow Amount will be --------- ---------------- available to satisfy any amounts owed to the Company as a result of the Distribution Amount Adjustment in Section 1.04 or as a result of indemnification pursuant to Section 8 hereof.
(d) The Company shall distribute to AIM, from the proceeds of the Senior Facility and the issuance Senior Note Offering, by wire transfer of the Series D Shares, Series E Shares and Warrants by the Company immediately available funds to the Noteholders shall occur at 10:00 a.m.account designated by AIM, Los Angeles timean amount equal to the Estimated Distribution Amount less the Escrow Amount. ----
(e) Bain/ACR, on L.L.C. will pay the date hereof, at amounts described in Section 1.01(p) by wire transfer of immediately available funds to the offices of Paul, Hastingsaccounts designated by Holdings and ACR Mgmt.
(f) AIM, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ will pay the amounts described in Section 1.01(q) by wire transfer of immediately available funds to the accounts designated by Holdings and ACR Mgmt. AIM will distribute the Common Units purchased by it in Holdings and the member interests in ACR Mgmt. to DM.
(g) ACR Mgmt. will pay the amount described in Sections 1.01(t) and (u) by wire transfer of immediately available funds to the accounts designated by Holdings, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour New ACSL and date being herein generally referred to as the "CLOSING DATEACI." At the Closing:
(ah) ▇▇▇▇▇▇ shall deliver to Holdings will issue its discount debentures in an aggregate principal amount of $25 million and consummate the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITCDebenture Offering.
(i) a certificate or certificates evidencing Holdings will contribute the number of Series E Shares amount set forth across such Noteholder's name on ATTACHMENT A attached hereto, in Section 1.01(s) and (iiz) a Warrant by wire transfer of immediately available funds to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of account designated by the Notes held by such NoteholderCompany.
Appears in 1 contract
Sources: Recapitalization Agreement (Anthony Crane Holdings Capital Corp)
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally, and not jointly, purchase from the Company, over the period of time described herein, the Debentures for an aggregate purchase price of $3,000,000. The closing of the purchase and sale of the Debentures (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:"
(aii) ▇▇▇▇▇▇ On the Closing Date, the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser: (i1) a certificate or certificates evidencing Debentures registered in the number name of Series D Shares set forth across such Purchaser in the aggregate principal amount of 2/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) the legal opinion of Blau, Kramer, Wactlar & ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, P.C., outside counsel to the Company, in the form of Exhibit C, (3) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit D, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser shall deliver to the Company: (1) 2/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement.
(iii) a Warrant to purchase On the number 30th day following the Closing Date or such other date as the parties may agree (such 30th day, the "First Additional Funding Date"), if each of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretothe conditions listed in Section 3.14 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing 1/6 of the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement, registered in the name of such Purchaser (the "First Additional Debentures" which shall be included within the definition of "Debentures") , and (iiB) a Warrant each Purchaser will deliver to the Company, 1/6 of the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
(iv) On the earlier to occur of (x) the 60th day following the Closing Date and (y) the second Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is filed with the Securities and Exchange Commission (the "Commission") or such other date as the parties may agree (such earlier date, the "Second Additional Funding Date"), if each of the conditions listed in Section 3.15 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against delivery of the Notes held amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 1/6 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (the "Second Additional Debentures" which shall be included within the definition of "Debentures") , and (B) each Purchaser will deliver to the Company, 1/6 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose.
Appears in 1 contract
Sources: Convertible Debenture Purchase Agreement (Computer Concepts Corp /De)
The Closing. The closing On or before the Closing Date, the parties hereto will take all actions necessary to (A) effect the Acquisition (including, as permitted by the NJBCA and the DGCL, (i) the execution of a Certificate of Merger (a) meeting the requirements of the NJBCA and the DGCL and (b) providing that the Merger will become effective on the Effective Date and (ii) the transmitting for filing of that Certificate of Merger with the Secretary of State of the State of New Jersey and the Secretary of State of the State of Delaware), (B) verify the existence and ownership of the certificates evidencing the Company Capital Stock to be exchanged for the Acquisition Consideration pursuant to Paragraph 2(E) and (C) satisfy the document delivery requirements on which the obligations of the parties to effect the Acquisition and the other transactions contemplated hereby are conditioned by the provisions of Article V (all those actions collectively being the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, ). The Closing will take place at the offices of PaulBaker & Botts, HastingsL.L.P., 30th Floor, 910 Louisiana, Houston, Texas at 10:▇▇ ▇.m., ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPston time, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ shall deliver ▇▇me on the Closing Date as USC specifies by written notice to the Company Responsible Officer. The actions taken at the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to Closing will not include the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
Company Capital Stock to USC or the payment of the Acquisition Consideration to the Stockholder. Instead, on the IPO Closing Date, the Company Capital Stock will be surrendered in exchange for the Acquisition Consideration (f) The Company shall deliver with the cash portion of the Acquisition Consideration being paid by wire transfer in immediately available funds pursuant to each instructions the Stockholder delivers to USC prior to Closing or, in the absence of Blankthose instructions, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoUSC check), and (ii) a Warrant all transactions contemplated by this Agreement to purchase be closed or completed on or before the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretoIPO Closing Date will be closed and completed, against delivery of as the Notes held by such Noteholdercase may be.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (RMX Industries Inc)
The Closing. 5.1 The closing Closing of the transaction provided for in this Agreement shall take place simultaneously with the execution and delivery of this Agreement (the actual date of the Closing being referred to herein as the "Closing Date").
5.2 At the Closing, Seller shall deliver or cause to be delivered to Purchaser physical possession of the Property (receipt of which may be actual or constructive) and the following:
5.2.1 a quitclaim deed with covenants against grantor's acts, duly executed and acknowledged by Seller, in proper statutory form for recording, so as to convey to Purchaser fee simple title to the Premises, subject to and in accordance with the provisions of this Agreement (the "CLOSINGDeed") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, Hastings, ▇▇▇▇);
5.2.2 a ▇▇▇▇ & ▇▇of sale conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, which ▇▇▇▇ LLPof sale shall contain a warranty that such property is free and clear of all Encumbrances other than the Permitted Exceptions, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇duly executed and acknowledged by Seller;
5.2.3 an assignment and assumption agreement (the "Assignment and Assumption Agreement") assigning to Purchaser all of Seller's right, ▇▇▇▇ ▇▇▇▇▇title and interest in and to the Contracts, ▇▇▇ ▇▇▇▇▇▇▇the Permits and the Claims, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇duly executed and acknowledged by Seller;
5.2.4 a settlement statement (the "Settlement Statement") setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;
5.2.5 an owner's affidavit of title;
5.2.6 a Certificate or Certificates of Occupancy for all Improvements;
5.2.7 original counterparts of each of the Contracts;
5.2.8 any transfer tax or other return required by any applicable governmental authority in connection with the sale of the Property, or at duly executed and acknowledged by Seller;
5.2.9 an affidavit (the "FIRPTA Affidavit") duly executed and acknowledged by Seller pursuant to Section 1445 (b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such provision;
5.2.10 keys to all locks relating to the Property, appropriately labeled;
5.2.11 all other instruments and documents to be executed, acknowledged where appropriate and/or delivered by Seller to Purchaser pursuant to any of the other provisions of this Agreement; and
5.2.12 such other time or on such other date documents as shall may be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATEreasonably required by Purchaser's counsel in connection with this transaction."
5.3 At the Closing, Purchaser shall deliver or cause to be delivered to Seller the following:
(a) ▇▇▇▇▇▇ shall deliver 5.3.1 the cash consideration referred to the Company the ▇▇▇▇▇▇ Notesin Section 2 hereof;
(b) Blank shall deliver 5.3.2 the Promissory Notes referred to the Company the Blank Notesin Section 2 hereof;
(c) Blank Trust shall deliver to 5.3.3 the Company the Blank Trust NotesAssignment and Assumption Agreement, duly executed and acknowledged by Purchaser;
(d) ITC shall deliver to 5.3.4 the Company the ITC NotesSettlement Statement, duly executed and acknowledged by Purchaser;
(e) The Company shall deliver 5.3.5 all other instruments and documents to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretobe executed, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant acknowledged where appropriate and/or delivered by Purchaser to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesSeller; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across 5.3.6 such Noteholderother documents as may be reasonably required by Seller's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholdercounsel in connection with this transaction.
Appears in 1 contract
The Closing. (a) The closing Closing.
(i) Subject to the terms and conditions set forth in ----------- this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 2,000,000 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of ------ $3,500,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") ------- shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇LLP ("▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇"), 1290 Avenue of the Americas, New York, New York ------------------ 10104, immediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." ------------
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing 57.143% of the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing ------------------ Common Stock purchase warrant, in the form of Exhibit B, registered in the name --------- of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number of Series E Shares as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each a "Vesting Warrant"), and (iii4) a Warrant Common Stock purchase warrant, in the --------------- form of Exhibit C, registered in the name of such Purchaser, pursuant to purchase which --------- such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each, against delivery a "Closing Warrant" and together with the Adjustable Warrants and the Vesting --------------- Warrant, the -1- "Warrants"), (5) the legal opinion of Stoel Rives LLP, outside counsel to the -------- Company, substantially in the form of Exhibit F, (6) an executed Registration --------- Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), (7) the Transfer --------- ----------------------------- Agent Instructions, in the form of Exhibit E, executed by the Company and --------- delivered to and acknowledged by the Company's transfer agent (the "Transfer -------- Agent Instructions"), and (8) the Escrow Agreement (the "Escrow Agreement") of ------------------ ---------------- even date hereof, among the Company, ▇▇▇▇▇▇ NotesCapital Group, Ltd. and LaSalle Bank National Association (the "Escrow Agent"); and
and (fB) The Company each Purchaser shall deliver ------------ to each the Escrow Agent for delivery in accordance with the Escrow Agreement) (1) 57.143% of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (ii2) a Warrant to purchase an executed Registration Rights Agreement.
(iii) Within five Trading Days following the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretodate that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and provided, that the -------- Underlying Shares Registration Statement was declared effective within 60 days after the Closing Date, (A) the Company will, against delivery of the Notes held amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 42.857% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company, 42.857% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose.
Appears in 1 contract
Sources: Securities Purchase Agreement (Pacific Aerospace & Electronics Inc)
The Closing. The closing (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company sale and the issuance purchase of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders under this Agreement shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇and ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at 9:00 a.m. on the date of this Agreement, or at such such, other time or on such other time, date and place as shall be agreed upon among are mutually agreeable to the Noteholders Company and the Company, such hour and Purchasers. The date being herein generally of the Closing is hereinafter referred to as the "CLOSING DATEClosing Date." At the Closing:
(a) the Company shall deliver to the Purchasers a certificate, as of the most recent practicable date, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware;
(b) the Company shall deliver to the Purchasers the Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Designations), certified by the Secretary of State of the State of Delaware;
(c) the Company shall deliver to the Purchasers a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company, and (ii) resolutions of the Board of Directors of the Company authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(d) ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, counsel for the Company, shall deliver to the Company Purchasers an opinion, dated the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to Closing Date, in the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notesform attached hereto as Exhibit B;
(e) The Company the Company, the Founders and the Purchasers shall execute and deliver to ▇▇▇▇▇▇ the Investor Rights Agreement in the form attached hereto as Exhibit C (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and"Investor Agreement");
(f) The the Company; the Founders and the Purchasers shall execute and deliver the Right of First Refusal and Co-Sale Agreement in the form attached hereto as Exhibit D (the "Right of First Refusal Agreement");
(g) the Company shall deliver to each Purchaser a certificate for the number of BlankShares being purchased by such Purchaser, Blank Trust and ITCregistered in the name of such Purchaser;
(h) each Purchaser shall pay to the Company the purchase price for the Shares being purchased by such Purchaser, by wire transfer or certified check; and
(i) the Company and the Purchasers shall execute and deliver a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderCross-Receipt.
Appears in 1 contract
Sources: Series a Preferred Stock Purchase Agreement (Sonus Networks Inc)
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, will take place at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇Whitney LLP at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m. on October 1, 2004 (the "Closing Date") or at such other time or place and on such other date as shall may be mutually agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to by the Company and Buyer, in which case Closing Date means the ▇▇▇▇▇▇ Notes;date so agreed.
(b) Blank shall On the Closing Date:
(i) the Company and Shareholder will deliver and/or cause to be delivered to Buyer:
(A) certificates representing all of the outstanding Company Common Stock, free and clear of all Encumbrances, duly endorsed or accompanied by duly executed stock powers with requisite stock transfer tax stamps, if any, attached;
(B) a copy of the text of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and declaring its advisability, certified by an appropriate officer of the Company;
(C) a copy of the text of the resolutions adopted by Shareholder approving the Merger, certified by an appropriate officer of the Company;
(D) resignations in writing (effective as of the Closing Date) from each member of the board of directors of the Company, and each corporate officer of the Company (solely in their capacity as board members and/or corporate officers, and not as employees);
(E) a copy of each Ancillary Agreement to which the Company or Shareholder is a party, duly executed by the Company and Shareholder, respectively;
(F) a copy, duly executed by Shareholder, of the Escrow Agreement;
(G) duly executed copies of all Required Consents;
(H) a duly executed FIRPTA statement for purposes of satisfying Buyer's obligations under Section 1.1445-2(b)(2) of the Treasury Regulations, such that no withholding is required under such Treasury Regulations;
(I) duly executed copies of the Real Property Transfer Agreements;
(J) a Release of the Company to be signed by Shareholder and each other officer and director of the Company that Buyer may request prior to the Closing, each substantially in the form of Exhibit B, as of the Closing Date;
(K) a statement from the holder of each note and mortgage listed on Schedule 2.4(b)(i)(K), if any, dated the Closing Date, setting forth the principal amount then outstanding on the indebtedness represented by such note or secured by such mortgage, the interest rate thereon and a statement to the effect that the Company, as obligor under such note or mortgage, is not in default under any of the provisions thereof, or that the holder of such note or mortgage waives any defaults;
(L) releases of all Encumbrances on the Real Property, other than Permitted Encumbrances, including releases of each mortgage of record and reconveyances of each deed of trust with respect to each parcel of Real Property;
(M) certificates dated as of a date not earlier than the third business day prior to the Closing as to the good standing of the Company, executed by the appropriate officials of the State of North Dakota; and
(N) such other certificates, documents and instruments that Buyer reasonably requests not later than two (2) business days before the Closing for the purpose of (1) evidencing the accuracy of the Company's representations and warranties, (2) evidencing the performance and compliance by the Company with agreements contained in this Agreement or (3) otherwise facilitating the consummation of the transactions contemplated by this Agreement;
(ii) Buyer and Merger Subsidiary will deliver to the Company:
(A) a copy of the texts of the resolutions adopted by the boards of directors of Buyer and Merger Subsidiary authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer and Merger Subsidiary, respectively;
(B) a copy of the text of resolutions adopted by the sole shareholder of Merger Subsidiary approving the Merger, certified by an appropriate officer of Merger Subsidiary;
(C) a copy of each Ancillary Agreement to which Buyer is a party, duly executed by Buyer;
(D) a copy, duly executed by Buyer, the Surviving Corporation and the Escrow Agent, of the Escrow Agreement; and
(E) such other certificates, documents and instruments that the Company reasonably requests not later than two (2) business days before the Blank Notes;Closing for the purpose of (1) evidencing the accuracy of Buyer's and Merger Subsidiary's representations and warranties, (2) evidencing the performance and compliance by Buyer and Merger Subsidiary with agreements contained in this Agreement or (3) otherwise facilitating the consummation of the transactions contemplated by this Agreement.
(c) Blank Trust shall deliver Subject to the Company conditions set forth in this Agreement, on the Blank Trust Notes;Closing Date, Buyer will deposit the Escrow Amount in the Escrow Fund to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.
(d) ITC shall deliver All items delivered by the parties at the Closing will be deemed to the Company the ITC Notes;have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery consummation of the ▇▇▇▇▇▇ Notes; and
(f) Merger will be effected as promptly as practicable on the Closing Date. The Company shall deliver to each of Blank, Blank Trust and ITC
(i) parties will cause a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery copy of the Notes held by Articles of Merger in the form of Exhibit C to which a copy of the Plan of Merger will be attached in the form of Exhibit D to be executed, delivered and filed with the Secretary of State of the State of North Dakota in accordance with the NDBCA. The Merger will become effective immediately upon the filing of such NoteholderArticles of Merger with the Secretary of State.
Appears in 1 contract
Sources: Merger Agreement (Asv Inc /Mn/)
The Closing. (a) The closing (the "CLOSINGClosing") shall take place simultaneously with the execution and delivery of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, this Agreement at the offices of Paul, Hastings, O'S▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇P, 30 ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
(b) The obligation of each Purchaser to purchase and pay for the New Debentures to be purchased hereunder at the Closing is subject to the delivery by the Issuers of the following items (unless waived by such Purchaser):
(i) the New Debentures, or at such other time or on such other date as which New Debentures shall have been duly authorized, executed and delivered by the Issuers and shall be agreed upon among in full force and effect and enforceable against the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:Company in accordance with their terms;
(aii) ▇▇the Warrants, which Warrants shall have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Issuer in accordance with their terms;
(iii) the opinion of Bin▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver ▇▇P, counsel to the Company the Blank Notes;
(c) Blank Trust shall deliver Company, addressed to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoPurchasers, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery dated as of the ▇▇▇▇▇▇ Notesclosing, in substantially the form attached hereto as Exhibit G; and
(fiv) The evidence satisfactory to the Purchasers that the Company has reserved the New Debenture Shares for issuance upon conversion of the New Debentures;
(v) evidence satisfactory to the Purchasers that the Company has reserved the Warrant Shares for issuance upon exercise of the Warrants;
(vi) the Fifth Amended and Restated Registration Rights Agreement in substantially the form attached hereto as Exhibit C (the "Fifth Amended and Restated Registration Rights Agreement"), which Fifth Amended and Restated Registration Rights Agreement shall deliver to have been duly authorized, executed and delivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(vii) the Security Agreement in substantially the form attached hereto as Exhibit D (the "Security Agreement") and the Collateral Agency and Intercreditor Agreement in substantially the form attached hereto as Exhibit E (the "Collateral Agency and Intercreditor Agreement"), each of Blankwhich shall have been duly authorized, Blank Trust executed and ITCdelivered by the Company and shall be in full force and effect and enforceable against the Company in accordance with its terms;
(iviii) the Subordination Agreement in substantially the form attached hereto as Exhibit F (the "Subordination Agreement"), which Subordination Agreement shall 11 12 have been duly authorized, executed and delivered by SVB and shall be in full force and effect and enforceable against SVB in accordance with its terms;
(ix) all consents, approvals, authorizations, filings and notices required to consummate the transactions contemplated hereby shall have been obtained, made or given and shall be in full force and effect, including, without limitation, the consent and authorization of the NASD;
(x) receipt of revised cash flow budget through December 31, 2001, acceptable to the Purchasers;
(xi) evidence reasonably satisfactory to the Purchasers that the Company has made arrangements to provide notice to the Company's shareholders pursuant to NASD Rule 4350(i)(2).
(xii) evidence satisfactory to the Purchasers of the filings of all UCC-1 Financing Statements and any other required security interest filings, which Financing Statements and other filings provide the Purchasers with a perfected security interest in the Collateral (as defined in the Security Agreement);
(xiii) a certificate of the Secretary or certificates evidencing an Assistant Secretary of the number Company, dated as of Series E Shares set forth across the Closing and certifying on behalf of the Company: (A) that attached thereto is a true, correct and complete copy of each of the Fundamental Documents of the Company as in effect on the date of such Noteholder's name on ATTACHMENT A certification; (B) that attached heretothereto is a true, correct and complete copy of all resolutions adopted by the Board of Directors (and any committees thereof) of the Company authorizing (1) the execution, delivery and performance of the Financing Documents, (2) the issuance, sale and delivery of the New Debentures, and (ii3) the reservation of the New Debenture Shares for issuance upon conversion of the New Debentures, and that all such resolutions in (1), (2) and (3), are in full force and effect; and (C) the incumbency and specimen signature of all officers of the Company executing the Financing Documents, and any certificate or instrument furnished pursuant hereto;
(xiv) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery certification by another officer of the Notes held by Company as to the incumbency and signature of the officer signing the certificate referred to in clause (xiii);
(xv) a duly authorized, executed and delivered copy of each of the other Financing Documents, if any, which shall be in full force and effect and shall be enforceable against the Issuers or the Company, as the case may be, and such Noteholder.parties in accordance with their respective terms;
(xvi) a telegram, telex or other acceptable method of confirmation from the Secretaries of State of the States of Delaware and Massachusetts dated on the Closing as to the continued good standing of the Company and from the Secretaries of State of the State of Washington as to the due incorporation and good standing of eXstatic, as applicable; and
Appears in 1 contract
Sources: Securities Purchase Agreement (Kruttschnitt Theodore H Iii)
The Closing. (a) The closing consummation of the transactions contemplated hereby (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of PaulKatten Muchin Zavis Rosenman, Hastingscounsel to the Company, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇at 245 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ York, New York at 9:00 a.m. ▇▇▇▇▇ ▇▇▇, ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇losing set forth in Sections 5(c), (d) and (e) are satisfied or at waived or such other time or on such other and date as shall may be agreed upon among by the Noteholders and the Company, such hour and date being herein generally referred to as parties (the "CLOSING DATEClosing Date")."
(b) At the Closing:
, each of the Investors shall direct in writing the Property Trustee, as its agent, to (ai) ▇▇▇▇▇▇ instruct The Depository Trust Company ("DTC") to reduce the amount of outstanding Preferred Securities electronically registered with DTC by the amount of the Exchanged Preferred (the "DTC Reduction"), and to modify the terms of the Remaining Preferred Securities registered electronically with DTC to reflect the terms of the Revised Certificate representing the Remaining Preferred Securities issued pursuant to Section 3(b) hereof; and (ii) surrender to the Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and each Investor shall deliver to the Company Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the ▇▇▇▇▇▇ Notes;
Property Trustee will (band will be directed by the Investors to) Blank shall deliver surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the Trust and each Investor, to the Company the Blank Notes;
(c) Blank Trust shall deliver to Company; and upon receipt by the Company of such Exchanged Debentures and the Blank Trust Notes;
(d) ITC shall deliver to PIK Interest, the Company shall authorize its transfer agent to issue to each Investor one or more stock certificates (the ITC Notes;
(e"Stock Certificates") The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate registered in the name of such Investor or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase its custodial designee representing the number of shares of Common Stock to be issued to such Investor upon consummation of the Preferred Securities Exchange and the PIK Exchange with fractional shares from each of the Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (as set forth across opposite such Investor's name on Schedule A). Immediately following the consummation of the Preferred Securities Exchange and the PIK Exchange, the Trust and the Company, as the case may be, will issue the Revised Certificate as contemplated by Section 3(b) hereof.
(c) The respective obligations of the Company, the Trust and the Investors to complete the transaction contemplated hereby at the Closing shall be subject to the satisfaction of the following conditions:
(i) the consummation of the Exchange and the execution of the Amendments shall be approved and duly authorized by the Company's Board of Directors (the "Board");
(ii) the concurrent consummation of the amendment of the Credit Facility in accordance with the Twelfth Amendment to the Fourth Amended and Restated Credit Facilities Agreement substantially in the form attached hereto as Exhibit D (the "Amended Loan Agreement");
(iii) the concurrent consummation of the sale and purchase of shares of Common Stock pursuant to the Share Purchase Agreement substantially in the form attached hereto as Exhibit E (the "Share Purchase Agreement"); and
(iv) the issuance of the TIDES Equity shall have been approved by the requisite vote of the Company's stockholders entitled to vote thereon.
(d) The Company's and the Trust's obligation to complete the Exchange and to execute the Amendments at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Company and the Trust:
(i) receipt by the Trust of the certificate(s) representing the Exchanged Preferred and evidence of the DTC Reduction and the receipt by the Company of the Exchanged Debentures;
(ii) receipt by the Trust of any instrument of assignment that may be necessary to assign and transfer the PIK Distribution to the Trust and the PIK Interest to the Company;
(iii) the accuracy in all material respects of the representations and warranties made by the Investors herein as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the fulfillment in all material respects of those undertakings of the Investors herein to be fulfilled on or before the Closing;
(iv) As contemplated by Section 5(b), the Investors shall have delivered to the Property Trustee the letter or other written instrument instructing DTC to take the requisite actions to effect the transactions contemplated hereby, substantially in the form attached hereto as Exhibit F;
(v) the Investors shall have taken all actions reasonably necessary to effect the execution of the Amendments; and
(vi) Completion and delivery by the Investors to the Company of the questionnaires referred to in Section 7(e) below.
(e) The Investors' obligations to complete the Exchange and to direct the Trustees to execute the Amendments shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by an Investor with respect to such Investor's obligation:
(i) the representations and warranties made by the Company and the Trust in this Agreement shall be accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the undertakings of the Company and the Trustees hereby shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Investors a certificate executed by the President and the Chief Financial or Accounting Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Investors, to the effect that the representations and warranties of the Company and the Trust set forth in Section 6 hereof are true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and that the Company and the Trust have each complied in all material respects with all the agreements and satisfied all the conditions in this Agreement on its part to be performed or satisfied on or before the Closing Date;
(iii) the Debenture Trustee shall have obtained an opinion of tax counsel to the effect that for United States federal income tax purposes the Trust will not be classified as other than a grantor trust on account of the execution of the First Supplemental Indenture to the Indenture in substantially the form attached hereto as Exhibit G;
(iv) the Company shall have delivered to the Investors (A) a legal opinion of its General Counsel in substantially the form attached hereto as Exhibit H; (B) a legal opinion of Katten Muchin Zavis Rosenman in substantially the f▇▇▇ ▇▇▇▇▇▇'▇▇ name on ATTACHMENT A attached hereto, against delivery of the h▇▇▇▇▇ ▇▇ ▇▇▇▇▇it I; and (C) a legal opinion of Morris, Nichols, Arsht and Tunnell, as special Delaware counsel to the Trust, ▇▇ Notes▇▇▇▇tantially the form attached hereto as Exhibit J;
(v) the Company shall have, prior to the Closing, filed with the Nasdaq National Market a Nasdaq Notification for the Listing of Additional Shares covering the shares of TIDES Equity;
(vi) the Company shall have tendered delivery of the shares of TIDES Equity being issued to the Investors pursuant to this Agreement, including without limitation, by having delivered an irrevocable letter (in form and substance satisfactory to the Investors and their counsel) to its transfer agent directing the transfer agent to deliver such shares of TIDES Equity to the Investors at Closing; and
(fvii) The the Company shall deliver have paid the reasonable fees and disbursements of special counsel for the Investors referred to each in Section 8(f) to the extent reflected in a statement of Blanksuch counsel rendered to the Company at the Closing, Blank Trust and ITC
(i) a certificate or certificates evidencing good faith estimate of which statement shall be rendered to the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase Company at least two business days before the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderClosing Date.
Appears in 1 contract
The Closing. The closing (the "CLOSING") of the surrender of Notes by the Noteholders 4.1 Subject to the Company terms of this Agreement, the transactions contemplated under this Agreement shall take place remotely via the exchange of documents and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles timesignatures, on the date hereofMarch 19, at the offices of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time 2025 or on such other date as shall be agreed upon among the Noteholders Sellers and the Company, such hour and date being herein generally referred to as Purchaser may mutually agree upon in writing (the "CLOSING DATE“Closing Date”)."
4.2 Closing deliveries by the Sellers. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser the following items:
(ai) a true and complete copy of the resolutions duly and validly adopted by the managers of the Company in the form attached hereto as Exhibit B, evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(ii) a true and complete copy of the resolutions duly and validly adopted by the members of the Company in the form attached hereto as Exhibit C evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby;
(iii) Certificate of the Company’s Interests together with related Interests transfer deeds, sufficient to transfer the Interests to the Purchaser free and clear of all debt and/or lien; and
(iv) without limitation by specific enumeration of the foregoing, all other documents reasonably required from the Sellers and/or the Company to consummate the transactions contemplated hereby.
4.3 Closing deliveries by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Sellers the following items:
(v) the Base Payment; and
(vi) a true and complete copy of the resolutions duly and validly adopted by the board of directors of the Purchaser and ▇▇▇▇▇▇ shall deliver ’ Brands, in the forms attached hereto as Exhibit D evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby.
4.4 Prior to the Closing, unless otherwise waives by the Sellers, the Company shall have substituted all the ▇▇▇▇▇▇ Notes;
outstanding personal guarantees provided by the Sellers or the Sellers’ beneficial owners in favor of the Company (bthe “Personal Guarantees”) Blank with a guarantee provided by the Purchaser in similar amount such that the Personal Guarantee shall deliver be discharged and released in full. In addition, prior to or at the Closing, the Company will be free of any and all outstanding debts, loans, or liens and to the Company extent required, each Seller shall execute a satisfaction of deft instrument with respect all claims to outstanding debts, loans, or liens against the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderCompany.
Appears in 1 contract
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase 700 shares of Preferred Stock (the "CLOSINGShares") for an aggregate purchase price of $7,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, Robinson Silverman ▇▇▇▇▇▇ A▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, an ▇▇▇ ▇("Robi▇▇▇▇ Silverman"), ▇▇▇0 ▇▇▇▇▇▇ of th▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, owing the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ Exhibit D, registered in the name on ATTACHMENT A attached heretoof the Purchaser, (ii) a certificate or certificates evidencing pursuant to which the number Purchaser shall have the right at any time and from time to time thereafter through the third anniversary of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant the Closing Date to purchase the number of acquire 225,000 shares of Common Stock set forth across at an exercise price per share (subject to adjustment as provided therein) of $8.43 (the "Warrant"), (3) the legal opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbac▇, ▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto.C., against delivery outside counsel to the Company, substantially in the form of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoExhibit C, and (ii4) a Warrant all other documents, instruments and writings required to purchase have been delivered at or prior to the number Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, in the form of shares Exhibit B (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Common Stock set forth across such NoteholderExhibit E, delivered to and acknowledged by the Company's name on ATTACHMENT A attached hereto, against delivery of transfer agent (the Notes held by such Noteholder."Transfer Agent Instructions"); and
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Coyote Network Systems Inc)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase 400 shares of Preferred Stock (the "CLOSINGShares") for an aggregate purchase price of $4,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ (the "Escrow Agent"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
, the parties shall deliver or shall cause to be delivered such items as are required to be delivered by them in accordance with the terms of this Agreement, including the following: (aA) the Company shall deliver (1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fourth anniversary date of the Original Issue Date to acquire 133,333 shares of Common Stock at an exercise price per share of $3.00 (the "Warrant"), (3) the legal opinion of Audi▇ ▇▇▇▇, ▇▇ shall deliver ▇unsel to the Company Company, substantially in the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number form of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoExhibit C, and (iii4) a Warrant all other documents, instruments and writings required to purchase have been delivered at or prior to the number Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, in the form of shares Exhibit B (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoExhibit E, against delivery of delivered to and acknowledged by the ▇▇▇▇▇▇ NotesCompany's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company the Purchaser shall deliver (1) $4,000,000 in United States dollars in immediately available funds by wire transfer to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing an account designated prior to the number of Series E Shares set forth across Closing Date in writing by the Company for such Noteholder's name on ATTACHMENT A attached heretopurpose, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached heretoClosing Date by the Purchaser pursuant to this Agreement, against delivery of the Notes held by such Noteholderincluding, without limitation, an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Tanisys Technology Inc)
The Closing. The closing (a) Subject to the satisfaction or waiver of the conditions set forth in Section 6 hereof, the Closing shall take place at Old Orchard Road, Armonk, New York on January 19, 1996, or at such other place and time as shall be mutually agreed by IBM and ▇▇▇▇▇ & ▇▇▇▇▇ (the "CLOSINGClosing").
(b) of At the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul, HastingsClosing, ▇▇▇▇▇ & ▇▇▇▇▇ shall (i) pay IBM One Hundred Fifty Thousand Dollars ($150,000) as provided in Section 1(a) of this Agreement; (ii) cause an authorized signatory of Axiom to deliver to IBM a properly executed original New Managed Service Agreement in form and substance identical to Exhibit A which shall supersede and replace the Original Master Management Agreement and shall take effect upon the effective transfer of title to the IBM Shares to ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders ; and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(aiii) ▇▇▇▇▇▇ shall deliver to IBM a duly authorized and properly executed (x) Shareholder Resolution, in the Company form of Exhibit B hereto; (y) Board Resolution in the ▇▇▇▇▇▇ Notes;
form of Exhibit C hereto, and (bz) Blank shall deliver Agreement to Terminate the Company 1992 Agreement in the Blank Notes;form of Exhibit D hereto.
(c) Blank Trust shall deliver to At the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company Closing, IBM shall deliver to ▇▇▇▇▇ & ▇▇ ▇▇▇▇:
(i) a stock certificate or certificates evidencing the number IBM Shares transferred to ▇▇▇▇▇ & ▇▇▇▇▇ hereby, which shall, upon termination of Series D Shares set forth across the 1992 Agreement, be free and clear of Encumbrances accompanied by stock powers duly executed to ▇▇▇▇▇ & ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, ' order; (ii) a certificate or certificates evidencing duly authorized and properly executed (x) Shareholder Resolution, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached Exhibit B hereto, (y) Board Resolution in the form of Exhibit C hereto, and (z) Agreement to Terminate the 1992 Agreement in the form of Exhibit D hereto; and (iii) a Warrant to purchase the number executed resignation of shares of Common Stock set forth across ▇▇▇ ▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the . ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each from the Axiom Board of BlankDirectors, Blank Trust and ITC
(i) a certificate or certificates evidencing in the number form of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached heretoExhibit E, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery effective as of the Notes held by such NoteholderClosing date of this Agreement.
Appears in 1 contract
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulHall, HastingsEstill, Hardwick, Gable, Golden & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, commencing at 10:00 a.m. local time on the third (3rd) Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at such other time the Closing itself) or on such other date as Buyer and Seller may mutually determine (the “Closing Date”); provided, the Closing shall be agreed upon among deemed to have been consummated at 12:01 a.m. Tulsa, Oklahoma time on the Noteholders and Closing Date (the Company, such hour and date being herein generally referred to as the "CLOSING DATE“Effective Time”)." At the Closing:
(a) ▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall At the Closing, Seller will deliver the following documents and deliverables to Buyer:
(i) an assignment or assignments effecting the transfer to Buyer of ownership of all the Purchased Interests together with certificates, if any, representing the Purchased Interests and such other documentation as may be required to admit Buyer as a member of the Company;
(ii) the Contribution Agreement and such documents and agreements executed pursuant thereto, including the Terminal Access and Use Agreement, the Deeds, Assignments, Easements and Subleases;
(iii) the certificate described in Section 7.1(c) duly executed by, or on behalf of, Seller;
(iv) certificates of good standing and existence from the Secretary of State of Delaware as of a recent date with respect to the Company;
(v) a counterpart of the Amended and Restated Omnibus Agreement, substantially in the form of Exhibit A attached hereto, duly executed by Parent, SemManagement, Seller and the Company;
(vi) a fully executed Terminalling and Storage Agreement, substantially in the form of Exhibit D attached hereto, duly executed by SemMaterials and the Company;
(vii) customary affidavits or other documents reasonably requested by the Title Company in commercially reasonable forms for transactions of this nature as required by the Blank Notes;Title Company in order to issue the Title Policy, including without limitation the removal of standard printed exceptions, gap indemnity and issuance of non-imputation endorsements; and
(viii) such other certificates, instruments of conveyance and documents as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) Blank Trust shall At the Closing, Buyer will deliver the following documents and deliverables to Seller:
(i) an amount equal to the Company the Blank Trust NotesPurchase Price as described in Section 2.2;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (iii) a certificate or certificates evidencing counterpart of the number Amended and Restated Omnibus Agreement, substantially in the form of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT Exhibit A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, duly executed by MLP and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ NotesMLP GP; and
(fiii) The Company shall deliver such other certificates, instruments and documents as may be reasonably requested by Seller prior to each the Closing Date to carry out the intent and purposes of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such Noteholderthis Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)
The Closing. (a) The closing of the transactions contemplated by this Agreement (the "CLOSING"“Closing”) of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of PaulHall, HastingsEstill, Hardwick, Gable, Golden & ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, P.C., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) -▇▇▇▇▇▇ , commencing at 11:00 a.m. as of the date hereof (the “Closing Date”); provided, the Closing shall deliver be deemed to have been consummated at 12:01 a.m. Tulsa, Oklahoma time on the Company Closing Date (the ▇▇▇▇▇▇ Notes;“Effective Time”).
(b) Blank shall At the Closing, Seller will deliver the following documents and deliverables to the Company the Blank Notes;Buyer:
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate one or certificates evidencing more properly executed and acknowledged special warranty deeds (the number “Deeds”) conveying to Buyer good and marketable title to the Real Property, each such Deed to be substantially in the form of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, Exhibit F. The Deeds shall be in recordable form for recording the Deeds in the county in which the Real Property is located;
(ii) a certificate or certificates evidencing duly executed counterpart by Seller of the number Assignment and Assumption of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretoLeases and Rights-of-Way substantially in the form of Exhibit B conveying to Buyer all of Seller’s right, title and interest in the Leases and the Rights-of-Way;
(iii) a Warrant duly executed counterpart by Seller of the Assignment and Assumption Agreement substantially in the form of Exhibit A conveying to purchase Buyer the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery Material Contracts;
(iv) a duly executed counterpart by Seller of the ▇▇▇▇▇▇ Notesof Sale substantially in the form of Exhibit C attached hereto, conveying to Buyer the Personal Property;
(v) a duly executed counterpart of Omnibus Agreement Amendment, substantially in the form of Exhibit D attached hereto, duly executed by Parent, SemManagement and SemMaterials;
(vi) a duly executed counterpart of the Throughput Agreement Amendment, substantially in the form of Exhibit E attached hereto, duly executed by Seller, Parent and Eaglwing;
(vii) certificates of good standing and existence from the Secretary of State of Delaware as of a recent date with respect to Seller; and
(fviii) The Company shall such other certificates, instruments of conveyance and documents as may be reasonably requested by Buyer prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, Buyer will deliver the following documents and deliverables to each of Blank, Blank Trust and ITCSeller:
(i) a certificate or certificates evidencing an amount equal to the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and Purchase Price;
(ii) a Warrant duly executed counterpart by Buyer of the Assignment and Assumption of Leases and Rights-of-Way substantially in the form of Exhibit B conveying to purchase Buyer all of Seller’s right, title and interest in the number Leases and the Rights-of-Way;
(iii) a duly executed counterpart by Buyer of shares the Assignment and Assumption Agreement substantially in the form of Common Stock set forth across such Noteholder's name on ATTACHMENT Exhibit A conveying to Buyer the Material Contracts;
(iv) a duly executed counterpart by Buyer of the ▇▇▇▇ of Sale substantially in the form of Exhibit C attached hereto, against delivery conveying to Buyer the Personal Property;
(v) a duly executed counterpart of the Notes held Throughput Agreement Amendment, substantially in the form of Exhibit E attached hereto, duly executed by Buyer and MLP;
(vi) a duly executed counterpart of Omnibus Agreement Amendment, substantially in the form of Exhibit D attached hereto, duly executed by MLP, MLP GP and SMEP; and
(vii) such Noteholderother certificates, instruments and documents as may be reasonably requested by Seller prior to the Closing Date to carry out the intent and purposes of this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)
The Closing. The closing (At the "CLOSING") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D SharesClosing, Series E Shares and Warrants by the Company to the Noteholders which shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇▇▇the Lightning Parties located at ▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other time or on such other date as the following actions shall be agreed upon among the Noteholders and the Company, such hour and date being herein generally referred to as the "CLOSING DATE." At the Closingtake place simultaneously:
(a) 3.1 CI2 shall deliver the original of the Note to LGI for cancellation;
3.2 LGI, CI2 and ▇▇▇▇▇▇▇ shall deliver to the Company the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across . ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT , LLC, a Maryland limited liability company, shall execute and deliver an Investor Rights Agreement substantially in the form attached hereto as Exhibit A (the “Investor Rights Agreement”);
3.3 The Lightning Parties and CI2 shall execute and deliver an Omnibus Allonge to Promissory Notes substantially in the form attached heretohereto as Exhibit B;
3.4 The Lightning Parties and CI2 shall execute and deliver an Omnibus Amendment to Warrants for Stock substantially in the form attached hereto as Exhibit C;
3.5 The Lightning Parties and CI2 shall execute and deliver amendments to warrants substantially in the forms attached hereto as Exhibit D;
3.6 LGI shall deliver to CI2 a certificate of the Secretary of LGI in form and substance reasonably satisfactory to CI2 certifying as to (a) the current Articles of Incorporation of LGI, (b) the current Bylaws of LGI, and (iiic) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery resolutions of the ▇▇▇▇▇▇ NotesBoard of Directors of LGI relating to this Agreement and the transactions contemplated hereby, including, without limitation, the Investor Rights Agreement and the transactions contemplated thereby;
3.7 LGI shall deliver to CI2 a certificate for the Shares registered in CI2’s name, bearing an appropriate legend referencing that such Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), as provided in the Investor Rights Agreement; and
3.8 The following documents, and all of the terms and provisions of such documents, shall be terminated as of the date of this Agreement and, from and after the date of this Agreement, such documents shall be of no force or effect, and none of the Parties shall thereafter have any rights, responsibilities or obligations thereunder:
(a) the Loan Agreement;
(b) the General Security Agreement;
(c) the Copyrights and Mask Works Security Agreement;
(d) the Patents and Trademarks Security Agreement; and
(fe) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held by such NoteholderGuaranty.
Appears in 1 contract
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 1,200,000 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $6,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing 2/3% of the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth across therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Paul, Hastings, Jano▇▇▇▇ & ▇alk▇▇ ▇▇▇'▇ (or, as appropriate, local Nevada counsel to the Company), outside counsel to the Company, substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement") and (6) the Transfer Agent Instructions, 3 in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 2/3% of the purchase price indicated below such Purchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement.
(iii) On the second (2nd) Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the ▇▇▇▇▇▇ Notes; and
amounts set forth in clause (fB) The Company shall in this paragraph, deliver to each Purchaser, a stock certificate representing 1/3% of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (iiB) a Warrant each Purchaser will deliver to the Company, 1/3% of the purchase the number of shares of Common Stock set forth across price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached hereto, against delivery of the Notes held signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such Noteholderpurpose.
Appears in 1 contract
Sources: Securities Purchase Agreement (Jaws Technologies Inc /Ny)
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 400 shares of Preferred Stock ("Shares") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of $4,000,000. The closing of the purchase and sale of such securities (the "CLOSINGClosing") of the surrender of Notes by the Noteholders to the Company and the issuance of the Series D Shares, Series E Shares and Warrants by the Company to the Noteholders shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ (i) a certificate or certificates evidencing the number of Series D Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, (ii) a certificate or certificates evidencing the number of Series E Shares set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached hereto, against delivery of the ▇▇▇▇▇▇ Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
Purchaser (i1) a stock certificate or certificates evidencing registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Series E Warrant Shares set forth across (as defined in the Warrant) indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement (collectively, and the "Closing Warrants"), (ii3) a Warrant Common Stock purchase warrant, in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to purchase which, such Purchaser shall have the number of right to acquire shares of Common Stock set forth across pursuant to the terms thereof (collectively, the "Vesting Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Higham, McConnell& Dunn▇▇▇ ▇▇▇, outside counsel to the Company in the form of Exhibit D, (4) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, against delivery and (2) an executed copy of the Notes held by such Noteholderthis Agreement and Registration Rights Agreement.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. The closing (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall purchase an aggregate of 845,594 shares of Common Stock (the "CLOSINGShares") for an aggregate purchase price of $10,000,000. The closing of the surrender of Notes by the Noteholders to the Company purchase and the issuance sale of the Series D Shares, Series E Shares and Warrants by (the Company to the Noteholders "Closing") shall occur at 10:00 a.m., Los Angeles time, on the date hereof, take place at the offices of Paul, Hastings, ▇▇▇▇Robi▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ v▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇n▇▇▇▇ & ▇erm▇▇ ▇▇▇ ("Robi▇▇▇▇ ▇▇▇v▇▇▇▇▇"), 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇mediately following the execution hereof or at such other time or on such other later date as the parties shall be agreed upon among agree. The date of the Noteholders and the Company, such hour and date being herein generally Closing is hereinafter referred to as the "CLOSING DATEClosing Date." "
(ii) At the Closing:
(a) ▇▇▇▇▇▇ , the parties shall deliver or shall cause to be delivered the Company following: (A) the ▇▇▇▇▇▇ Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to ▇▇▇▇▇▇ each Purchaser (i1) a stock certificate or certificates evidencing representing the number of Series D Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein (each an "Adjustable Warrant"), (ii3) a certificate or certificates evidencing Common Stock purchase warrant, in the number form of Series E Shares set forth across ▇▇▇▇▇▇'▇ Exhibit B, registered in the name on ATTACHMENT A attached heretoof such Purchaser, and (iii) a Warrant pursuant to purchase which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth across ▇▇▇▇▇▇'▇ name on ATTACHMENT A attached heretotherein, against delivery at an exercise price per share (subject to adjustment as provided therein) of $14.235 (each, a "Closing Warrant" and together with the ▇Adjustable Warrants, the "Warrants"), (4) the legal opinion of Stra▇▇▇▇▇ Notes▇▇▇c▇ ▇▇▇l▇▇▇ & ▇aut▇, ▇▇tside counsel to the Company, substantially in the form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and
and (fB) The Company each Purchaser shall deliver to each of Blank, Blank Trust and ITC
the Company (i1) a certificate or certificates evidencing the number of Series E Shares set forth across purchase price indicated below such NoteholderPurchaser's name on ATTACHMENT A attached heretothe signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (ii2) a Warrant all documents, instruments and writings required to purchase have been delivered at or prior to the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes held Closing Date by such NoteholderPurchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Neotherapeutics Inc)