Deliveries Sample Clauses

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, directed to the Placement Agent and the Purchasers; (iii) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to each Purchaser’s Subscription Amount divided by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded Warrant, if applicable), registered in the name of such Purchaser; (v) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a signed Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.00001, with an exercise price equal to $0.00001, subject to adjustment therein; and (vi) the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Pxxxxxxxx; and (ii) such Purchaser’s Subscription Amount (minus, if applicable, a Purchasers aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlement with the Company or its designees.

Deliveries. Buyer shall have made or stand willing to make all the deliveries set forth in Section 8.3.

Deliveries. The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following: (i) At the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (ii) At the Closing Date, the Closing Preferred Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iii) At the Closing Date, the Closing Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters; (iv) At the Closing Date, the Warrant Agency Agreement duly executed by the parties thereto; (v) At the Closing Date, the Preferred Stock Agency Agreement duly executed by the parties thereto; (vi) At the Closing Date, evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware; (vii) At the Closing Date, a legal opinion of Company Counsel addressed to the Underwriters, including, without limitation, a negative assurance letter, substantially in the form of Exhibit A attached hereto and as to the Closing Date and as to each Option Closing Date, if any, a bring-down opinion from Company Counsel in form and substance reasonably satisfactory to the Representative, including, without limitation, a negative assurance letter, addressed to the Underwriters and in form and substance satisfactory to the Representative; (viii) Contemporaneously herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative from the Company Auditor dated as of the date of this Agreement, and a bring-down letter dated as of the Closing Date and each Option Closing Date, if any; (ix) On the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, substantially in the form required by Exhibit B attached hereto; (x) On the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, substantially in the form required by Exhibit C attached hereto; and (xi) Contemporaneously herewith, the duly executed and delivered Lock-Up Agreements.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and (v) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $0.50, subject to adjustment therein for a term of 5 years;and (iv) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following: (i) this Agreement duly executed by such Purchaser; (ii) the Purchaser’s Subscription Amount by wire transfer to the account of the Company;

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, substantially in the form reasonably acceptance to the Purchasers; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser; (iv) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Executive Director; (v) the Registration Rights Agreement, duly executed by the Company; (vi) evidence, in form and substance reasonably acceptable to each Purchaser, that the Board of Directors of the Company has approved the issuance of the Shares as exempt under Section 16(b) of the Exchange Act as permitted by Rule 16b-3(d)(1) promulgated under the Exchange Act; and (vii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) the Registration Rights Agreement, duly executed by such Xxxxxxxxx; and (iii) such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered in the name of such Purchaser; (iii) the Registration Rights Agreement duly executed by the Company; (iv) a certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth in Section 2.3(b) have been fulfilled; and (v) a certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii) copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount; (iii) Accredited Investor Questionnaire duly executed by each Purchaser; and (iv) the Registration Rights Agreement duly executed by each Purchaser.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in a form reasonably acceptable to the Placement Agent and Purchasers; (iii) the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; (v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Shares, with an exercise price equal to $1.47, subject to adjustment therein; and (vi) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act). (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designees.

Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a copy of this Agreement duly executed by the Company; (ii) a copy of a legal opinion of Xxxxx, Xxxxxx-Xxxxx & Xxxxxxxxx, P.C., counsel to the Company, substantially in the form of Exhibit F attached hereto; (iii) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware, with the total of all such certificates evidencing up to not fewer than 800 shares of Preferred Stock; (iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Subscription Amount divided by the Conversion Price, subject to adjustment as provided therein; (v) an Additional Investment Right to purchase a number of Units equal to 1/3 of the number of Units subscribed for by such Purchaser herein; (vi) a copy of Lock-Up Agreements from Management, in form and substance reasonably satisfactory to the Purchaser; and (vii) a copy of the Registration Rights Agreement duly executed by the Company. Notwithstanding the foregoing, with respect to the Subscription Amount pertaining to the 100 Units referenced in Section 2.2(b)(ii) (but not any other Units purchased and paid for in accordance herewith by the applicable Purchaser), the Company shall not be required to deliver originally executed versions any of the items specified in Sections 2.2(a)(iii), (iv) and (v) pertaining to such 100 Units to the applicable Purchaser until the First Trading Day after such Purchaser’s Subscription Amount is delivered to the Company pursuant to Section 2.2(b)(ii). Photostatic or “.pdf” copies of the items specified in Sections 2.2(a)(iii), (iv) and (v) pertaining to such 100 Units shall be delivered to such Purchaser on or prior to the Closing Date. (b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following: (i) a duly executed copy of its signature page to this Agreement duly executed by such Purchaser; (ii) such Purchaser’s Subscription Amount by wire transfer to the escrow account as specified in writing by the Company and the Placement Agent (provided that with respect to the Subscription Amount pertaining to 100 Unit...

Deliveries. At the Closing, the following deliveries will be made by each of the parties specified in connection with the specific transactions identified: A. With respect to the Conversion of Loans to Equity as described in Section 1.2: 1. Each of the Converting NDA Stockholders will deliver to NDA: (i) an Instrument of Conversion executed by each Converting NDA Stockholder in the form annexed hereto as Annex 2.21 (the "Instrument of Conversion"); (ii) a Warrant Termination Agreement terminating the warrants previously issued to GUCT and Poly and referred to on Schedule 3.4 as the "Warrants to be Terminated" (this agreement to be delivered by GUCT and Poly only) in the form annexed hereto as Annex 2.21A. 2. NDA will deliver to each of the Converting NDA Stockholders: (i) the Instrument of Conversion executed by NDA; (ii) a stock certificate, duly executed, registered in the name of such stockholder, representing the Converted NDA Shares required to be delivered to each stockholder pursuant to the Instrument of Conversion executed by NDA and such stockholder. 3. Deutsch will deliver to GUCT: (i) an assignment of the Deutsch Indebtedness in the form annexed hereto as Annex 2.22. 4. GUCT will deliver to David Deutsch: (i) in cash, certified xxxxx xx xxxx transfer an amount equal to the Deutsch Indebtedness. B. With respect to the Exchange of Outstanding and Converted NDA Shares for International Shares as described in Section 1.3: 1. GUCT, each NDA Stockholder and each Converting NDA Stockholder shall deliver to International: (i) a stock certificate representing each such stockholder's ownership of Outstanding and Converted NDA Shares, as the case may be, duly endorsed or with executed stock powers attached, effecting the transfer of such stockholder's complete right, title and interest in such shares to International or, in lieu thereof, an Affidavit of Lost Certificate in connection with such shares; (ii) an Instrument of Exchange executed by each of GUCT and each NDA Stockholder and each Converting NDA Stockholder, respectively, in the form annexed hereto as Annex 2.23 (the "NDA Instrument of Exchange"). 2. NDA shall deliver to GUCT: (i) necessary consents of the Board of Directors and stockholders of NDA to the transactions contemplated herein as required by law and NDA's governing instruments; (ii) opinions of counsel for NDA as to various matters in the forms set forth as Annex 2.24; (iii) such additional documentation as counsel for the parties shall reasonably ...