Common use of Transactions to be Effected at Closing Clause in Contracts

Transactions to be Effected at Closing. At the Closing: (a) The Seller shall surrender to the Purchaser the Note accompanied by a duly executed bond power in the form of Attachment I to the Note endorsed in blank, and the Purchaser shall deliver the Purchase Price to the Seller in accordance with Section 1.1 by wire transfer of immediately available funds to an account previously specified in writing by the Seller. (b) The Seller shall deliver to the Company and its counsel, an opinion from Seller's counsel (a copy of which shall be provided to the Purchaser), addressed to the Company, that the sale of the Note by the Seller to the Purchaser may be made as contemplated by this Agreement without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144(k) promulgated thereunder and that a replacement Note may be issued to the Purchaser without restrictive legends under the Act (the "New Note"). (c) The Seller shall deliver, or cause to be delivered, to the Purchaser written confirmation from the Company that it will deliver the New Note to the Purchaser promptly following the Closing, without any restrictive legend under the Act. (d) The Seller shall have complied in all material respects with all covenants in the Note relating to the transfer of the Note. Without limiting the generality of the foregoing, the Seller shall have endorsed on the Note the amount of principal, if any, paid thereon and the last date to which interest has been paid thereon and shall have notified the Company of the sale of the Note to the Purchaser, all in accordance with Section 1.1 of the Note. (e) Each of the parties shall execute and deliver to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated hereby.

Transactions to be Effected at Closing. At the Closing: (a) The Seller Sellers shall surrender to the transfer agent for the Shares (the "Transfer Agent") for the benefit of the Purchaser the certificate or certificates representing the Shares accompanied by duly executed stock powers endorsed in blank. (b) The Sellers shall surrender to the Purchaser or, at the Note accompanied by a duly executed bond power in Purchaser's direction, the form of Attachment I Company, the Warrants with irrevocable instructions to transfer the Warrants to the Note endorsed in blank, and the Purchaser. (c) The Purchaser shall deliver the Purchase Price to the Seller Sellers in accordance with Section 1.1 by wire transfer of immediately available funds to an account previously specified in writing by the Seller1.1. (bd) The Seller Sellers shall deliver to the Transfer Agent, with a copy to the Company and its counsel, an opinion from Seller's Sellers' counsel (a copy of which shall be provided to the Purchaser), addressed to the CompanyTransfer Agent, that the sale of the Note Shares by the Seller Sellers to the Purchaser may be made as contemplated by this Agreement without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144(k) promulgated thereunder and that a replacement Note may be issued to the Purchaser without restrictive legends under the Act (the "New Note"). (c) The Seller shall deliver, or cause to be delivered, to the Purchaser written confirmation from the Company that it will deliver the New Note to the Purchaser promptly following the Closing, without any restrictive legend under the Act. (d) The Seller shall have complied in all material respects with all covenants in the Note relating to the transfer of the Note. Without limiting the generality of the foregoing, the Seller shall have endorsed on the Note the amount of principal, if any, paid thereon and the last date to which interest has been paid thereon and shall have notified the Company of the sale of the Note to the Purchaser, all in accordance with Section 1.1 of the Note. (e) The Purchaser shall deliver to the Sellers a certificate stating that the representations and warranties of the Purchaser shall have been true and correct in all respects when made and shall be true and correct on as and of the Closing Date with the same force and effect as though made on and as of such Closing Date. (f) The Sellers shall deliver to the Purchaser a certificate stating that the representations and warranties of the Sellers shall have been true and correct in all respects when made and shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of such Closing Date. (g) Each of the parties shall execute and deliver to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated hereby.

Transactions to be Effected at Closing. At the Closing:, (a) The Seller shall surrender to the Purchaser the Note accompanied by a duly executed bond power in the form of Attachment I to the Note endorsed in blank, and the Purchaser shall deliver the Purchase Price to the Seller in accordance with Section 1.1 by wire transfer of immediately available funds to an account previously specified in writing by the Seller. (b) The Seller shall deliver to the Company and its counsel, an opinion from Seller's counsel (a copy of which shall be provided to the Purchaser), addressed to the Company, that the sale of the Note by the Seller to the Purchaser may be made as contemplated by this Agreement without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on Rule 144(k) promulgated thereunder and that a replacement Note may be issued to the Purchaser without restrictive legends under the Act (the "New Note"). (c) The Seller shall deliver, or cause to be delivered, to Buyer an executed ▇▇▇▇ of Sale substantially in the Purchaser written confirmation from form attached hereto as Exhibit A; (b) Seller shall deliver, or cause to be delivered, to Buyer an executed certificate of the Company secretary or an assistant secretary (or equivalent duly authorized officer or other representative) of Seller certifying (i) that it will deliver attached thereto are true and complete copies of all resolutions adopted by the New Note board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, and (ii) as to the Purchaser promptly following incumbency of each person executing this Agreement and any other document delivered in connection herewith on behalf of Seller and that the Closing, without any restrictive legend under signature of each such person on this Agreement and such other document is such person’s genuine signature; (c) Buyer shall pay the Act.Purchase Price in accordance with Section 2.3; (d) The Seller shall have complied in all material respects with all covenants deliver to Buyer a letter addressed to Buyer, substantially in the Note relating to form set forth on Exhibit B hereto and duly executed by Seller, acknowledging the transfer of the Note. Without limiting the generality of the foregoingPriority Review Voucher from Seller to Buyer, the Seller shall have endorsed on the Note the amount of principal, if any, paid thereon and the last date to which interest has been paid thereon and shall have notified the Company of the sale of the Note to the Purchaser, all in accordance with Section 1.1 of the Note.applicable Legal Requirements; and (e) Each Buyer shall deliver to Seller a letter addressed to Seller, substantially in the form set forth on Exhibit C hereto and duly executed by Buyer, acknowledging the transfer of the parties shall execute and deliver Priority Review Voucher from Seller to the other parties hereto such other documents or instruments as any party hereto reasonably requests to effect the transactions contemplated herebyBuyer, in accordance with applicable Legal Requirements.