At the Second Closing. (i) Morrxxxx & Xoerxxxx XXX, counsel to the Company, shall deliver to the Individual Purchasers an opinion dated the Second Closing Date substantially in the form of Exhibit B hereto;
At the Second Closing. (i) Seller shall deliver to Netsmart a stock certificate of Netsmart registered in the name of Seller for 248,156 shares of the Common Stock of Netsmart, duly endorsed by Seller for transfer to Netsmart, with Seller's endorsement guaranteed by a member of the medallion program.
At the Second Closing. (i) Peskaitis shall deliver to Buyer certificates representing the Second Closing Peskaitis Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;
At the Second Closing. (i) Buyer shall deliver the Second Closing Company Payment to the Company in accordance with the terms of Section 3.1(c) hereof;
At the Second Closing. On the date of the Second Closing, the Company --------------------- shall deliver to the Escrow Agent on behalf of the Buyer, one (1) fully executed (by the authorized officer(s) of the Company) original and one (1) copy of each of the following documents: (I) the fully executed A-1 Debenture; (II) a certificate or certificates representing the Sigma Stock; and (III) a certificate or certificates representing the Stock. Items to be Delivered by the Buyer to the Escrow Agent. -------------------------------------------------------
At the Second Closing. Good Times shall issue to Bxxxxx a warrant entitling Bxxxxx to purchase at any time or times on or before March 31, 2004, up to 25,000 shares of common stock of Good Times at a purchase price of $4.00 per share (the "Warrant"). Notwithstanding the foregoing, (I) the Warrant shall terminate prior to March 31, 2004, upon any acquisition of substantially all of the assets or capital stock of Good Times (an "Acquisition"); (ii) Bxxxxx shall receive thirty days prior written notice of an Acquisition; and (iii) Bxxxxx shall have the right to exercise the Warrant prior to the closing of an Acquisition. Upon each exercise of the Warrant, Bxxxxx shall pay the Warrant exercise price to Good Times in cash and Good Times shall issue a certificate for the purchased common stock of Good Times to such entity or entities as diesngnated by Bxxxxx. The Warrant shall contain reclassification of the common stock of Good Times or as a result of a divident paid in common stock of Good Times. The Warrant shall contain such other terms and conditions as are customary and as are approved by Bxxxxx, with such approval not to be unreasonably withheld.
At the Second Closing. On the date of the Second Closing, the Company shall deliver to the Escrow Agent a certificate or certificates representing the Series D Shares and Warrants being purchased by the Buyer at the Second Closing.
At the Second Closing. (i) Seller shall deliver to Buyer (A) such bill of sale, deeds, assignments and other instruments of traxxxxr relating to the Regulated Assets in form and substance reasonably satisfactory to the Buyer and its counsel and (B) such other documents as Buyer or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.
At the Second Closing. (i) each Put Seller shall deliver the certificates representing the Put Shares, together with duly executed Assignments Separate from Certificate, to the Transfer Agent, together with the Transfer Instructions as may be necessary for the transfer of record ownership of the Put Shares to the Buyer on the stock records of the Company; (ii) upon the Buyer's receipt of confirmation reasonably satisfactory to the Buyer from the Transfer Agent that the Transfer Agent is prepared to transfer record ownership of the Put Shares to the Buyer in accordance with clause (i) of this paragraph, the Buyer shall deliver the Put Purchase Price in immediately available funds to each of the Put Sellers by wire transfer to an account designated by such Put Seller to the Buyer in writing at least two business days prior to the Second Closing Date; and (iii) upon the Buyer's delivery of the Put Purchase Price and in accordance with the Transfer Instructions, the Transfer Agent shall take such action as may be reasonably necessary to transfer record ownership of the Put Shares to the Buyer on the stock transfer records of the Company and shall cause to be delivered to the Buyer certificates representing the Put Shares.
At the Second Closing. (i) as consideration for the AHMS GP Interests and AHMS LP Interests, the applicable MSO Buyer shall deliver, by wire transfer of immediately available funds, the Second Closing Payment to the account(s) specified in the Closing Payments Schedule;
