Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).
Deliveries by the Buyer On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.
PRODUCT DELIVERY Delivery must be made as ordered to the address specified on the Purchase Order and in accordance with the terms of the Contract or Contract Award Notice. Unless otherwise specified in the Bid Documents, delivery shall be made within thirty calendar days after receipt of a Purchase Order by the Contractor. The decision of the Commissioner as to compliance with delivery terms shall be final. The burden of proof for delay in receipt of Purchase Order shall rest with the Contractor. In all instances of a potential or actual delay in delivery, the Contractor shall immediately notify the Commissioner and the Authorized User, and confirm in writing the explanation of the delay, and take appropriate action to avoid any subsequent late deliveries. Any extension of time for delivery must be requested in writing by the Contractor and approved in writing by the Authorized User. Failure to meet such delivery time schedule may be grounds for cancellation of the order or, in the Commissioner’s discretion, the Contract.
Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).
Items to be Delivered at Closing 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent; (j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent; (k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller; (l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (n) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a name change amendment with the appropriate state or government office and an appropriate name change notice for each state or country where the FS Tech Entity is qualified to do business; (o) Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement as the Buyer reasonably requests (including documents evidencing the release of any guarantor obligations required pursuant to Section 8.7 of this Agreement and the release of Liens required pursuant to Section 8.8 of this Agreement); and (p) Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Assets; and simultaneously with such delivery, the Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Assets.