Closing of the Issuance. The closing of any purchase by any Pre-emptive Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 9.1, the Company or the applicable Company Subsidiary shall deliver the New Securities free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company or such Company Subsidiary, as applicable, shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Members and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Company or the applicable Company Subsidiary, in the discretion of the Board, may deliver to each Exercising Member certificates evidencing the New Securities. Each Exercising Member shall deliver to the Company or the applicable Company Subsidiary, as applicable, the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. Upon the issuance of any New Securities in accordance with this Section 8, the Company shall deliver to each Exercising Stockholder certificates (if any) evidencing the New Securities or shall have such New Securities credited to such Exercising Stockholder in book-entry accounts maintained by the Transfer Agent, which New Securities shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Stockholders and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each Exercising Stockholder shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. The closing of any purchase by any Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 6.01, the Company shall deliver the New Securities free and clear of any Liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the purchasers thereof, and further represent and warrant to such purchasers that such New Securities shall be, upon issuance thereof to the Exercising Members and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Company, in the discretion of the Manager pursuant to Section 2.09, may deliver to each Exercising Member certificates evidencing the New Securities. Each Exercising Member shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale, including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. Upon the issuance or sale of any New Preferred Securities in accordance with this Section 5.1, the Company shall deliver to the Biotest Stockholder certificates (if any) evidencing the New Preferred Securities, which New Preferred Securities shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the Biotest Stockholder), and the Company shall so represent and warrant to the Biotest Stockholder, and further represent and warrant to the Biotest Stockholder that such New Preferred Securities shall be, upon issuance thereof to the Biotest Stockholder and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Biotest Stockholder shall deliver to the Company the purchase price for the New Preferred Securities purchased by it by certified or bank check or wire transfer of immediately available funds. The Biotest Stockholder and the Company shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. Upon the issuance or sale of any New Securities in accordance with this Section 3.1, the Company shall deliver the New Securities, free and clear of any liens (other than those arising hereunder and those arising pursuant to applicable securities laws). Sibelco shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. Upon the issuance of any New Securities in accordance with this Section 2, the Company shall deliver to the Purchaser certificates (if any) evidencing the New Securities purchased by the Purchaser pursuant to the Participation Right, which New Securities shall be issued free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof), and the Company shall so represent and warrant to the Purchaser, and further represent and warrant to the Purchaser that such New Securities shall be, upon issuance thereof to the Purchaser and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. The Purchaser shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. The closing of any purchase of New Equity Securities by any Shareholder shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Each Shareholder shall deliver to the Company the purchase price for the New Equity Securities purchased by it by wire transfer of immediately available funds. Upon the issuance or sale of any New Equity Securities in accordance with this Section 3.01, the Company shall deliver the New Equity Securities in certificated or book entry form, free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof or Applicable Law), and the Company shall so represent and warrant to each Shareholder that such New Equity Securities shall be, upon issuance thereof and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. Each party to the purchase and sale of New Equity Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. The closing of any purchase by any Pre-emptive Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any New Securities in accordance with this Section 3.07, the Company shall deliver the New Securities free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof). The Company, in the discretion of the Managers pursuant to Section 3.06(a), may deliver to each Exercising Member certificates evidencing the New Securities. Each Exercising Member shall deliver to the Company the purchase price for the New Securities purchased by it by certified or bank check or wire transfer of immediately available funds. Each party to the purchase and sale of New Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate.
Closing of the Issuance. The closing of any purchase by any Member shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice. Upon the issuance or sale of any Additional Units in accordance with this Section 10.3, the Company shall deliver the Additional Units free and clear of any liens (other than those arising hereunder and those attributable to the actions of the purchasers thereof). Each Exercising Member shall deliver to the Company the purchase price for the Additional Units purchased by it by wire transfer of immediately available funds. Each Person issued Additional Units shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary as determined by the Board of Managers.
Closing of the Issuance. Subject to Section 6.1, the closing of the Issuance (the “Closing”) shall be deemed to take place at the offices of Recipient, or as soon as all of the conditions set forth in Articles IV and V below have been satisfied (the “Closing Date”). At the Closing, Issuer will cause 35,000,000 shares of Issuer Stock to be delivered to Recipient (the “Issuance”).
