Delivery of the Securities at the Closing Sample Clauses

Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities by the Purchaser (the “Closing”) shall occur at the offices of Mxxxxxxx & Fxxxxxxx LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as soon as practicable and as agreed to by the parties hereto, on a date within three business days following the execution and mutual delivery of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the appropriate party (the “Closing Date”). At the Closing, the Company shall deliver to the Purchaser (i) one or more stock certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Shares referenced in Section 1 and (ii) one or more warrant certificates registered in the name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by the Purchaser, representing the number of Warrants referenced in Section 1, each bearing an appropriate legend referring to the fact that such Securities were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(2) thereof and Rule 506 thereunder. The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. At the Closing, (a) the Purchaser shall deliver to the Company same-day funds in the full amount of the aggregate purchase price for the Securities being purchased by the Purchaser hereunder, and (b) the Company shall also deliver to the Purchaser (i) a legal opinion in a form reasonably satisfactory to counsel to the Purchaser and (ii) a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date.
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Delivery of the Securities at the Closing. The completion of the purchase and sale of the Securities (the "CLOSING") shall occur simultaneously with the execution hereof (the "CLOSING DATE"). At the Closing, the Company will issue, or cause to be issued, to each Purchaser one or more certificates representing shares of Series B Preferred Stock, Warrants, and shares of Series C Preferred Stock registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing. The name(s) in which the certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as APPENDIX I.
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Delivery of the Securities at the Closing. At the Closing, the Company will issue to each Investor the Securities registered in the name of such Investor, or in such nominee name(s) as designated by such Investor in writing, representing the Securities being purchased by such Investor. The name(s) in which the Securities are to be registered are set forth in the Investor Questionnaire delivered with this Agreement. The Company's obligation to complete the purchase and sale of the Securities being purchased hereunder and deliver such Securities to the Investors at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased at the Closing; (b) delivery by or on behalf of each Investor of an executed signature page (signed by or on behalf of such Investor) to a Subordination Agreement in form satisfactory to the Company's senior lender or lenders (the "Senior Lender"), any other holder of Senior Obligations (as defined in the form of Note) on or prior to the Closing Date and the Company, providing for the joinder by such investor as a party thereto; (c) if required, receipt by the Company of a consent from the Senior Lender to the transactions contemplated hereby, such consent to be in form and substance satisfactory to the Company; and (d) the accuracy in all material respects of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to or at the Closing. The obligation of the Investors to accept delivery of and pay for such Securities at the Closing shall be subject to (a) the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing and (b) the conversion of at least 80% of the outstanding shares of Series A Convertible Preferred Stock of the Company into shares of Common Stock.
Sample 1
Delivery of the Securities at the Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 8 and 9 below, the closing of the purchase and sale of the Securities (the “Closing”) shall occur on June 29, 2011 (the “Closing Date”) at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, or such other location on which the Company and SunTrust Xxxxxxxx Xxxxxxxx, Inc. and Xxxx Securities Corp. (collectively, the “Placement Agents”) mutually agree.
Sample 1
Delivery of the Securities at the Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 8 and 9 below, the closing of the purchase and sale of the Securities (the “Closing”) shall occur on April 6, 2018 (the “Closing Date”) at the offices of the Company, 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, or such other location on which the Company and the Purchaser mutually agree.
Sample 1
Delivery of the Securities at the Closing. (a) The completion of the purchase and sale of the Securities (the “Closing”) shall occur at the New York, New York offices of Akin Gump Xxxxxxx Xxxxx & Xxxx LLP (or at such different location as the parties shall agree upon in writing) on May 26, 2006 (the “Closing Date”); provided, however, that the Issuer and the Parent shall have the right to extend the Closing Date upon written notice to the Purchasers given prior to 5:00 p.m., New York time, on the scheduled Closing Date stating (x) that one or more of the conditions to the Issuer’s and the Parent’s obligations to consummate the purchase and sale of the Securities set forth in Section 3(e) have not been satisfied, or that the conditions to the Purchaser’s obligation to consummate the purchase and sale of the Securities set forth in Section 3(f) cannot or will not be satisfied by the originally scheduled Closing Date; and (y) the Closing Date as so extended; provided further, however, that the Closing Date as so extended by the Issuer and the Parent shall not be later than June 9, 2006. As used herein, “Business Day” means any day other than a Saturday, a Sunday or a day on which the American Stock Exchange is closed or on which banks in the City of New York, New York are required or authorized by law to be closed.
Sample 1
Delivery of the Securities at the Closing. At the Closing, the Company will issue to each Investor a Note and a Warrant, each registered in the name of such Investor, or in such nominee name(s) as designated by such Investor in writing, representing the Securities being purchased by such Investor. The name(s) in which the Securities are to be registered are set forth in the Securities Questionnaire attached hereto as APPENDIX I. The Company's obligation to complete the purchase and sale of the Securities being purchased hereunder and deliver such Securities to the Investors at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased at the Closing; and (b) the accuracy in all material respects of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to or at the Closing. The obligation of the Investors to accept delivery of and pay for such Securities at the Closing shall be subject to the accuracy in all material respects of the representations and warranties made by the Company herein as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to or at the Closing.
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Delivery of the Securities at the Closing 
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Related to Delivery of the Securities at the Closing

  • Delivery of the Securities The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

  • Delivery of the Shares Delivery of the Firm Shares and the Optional Shares shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Purchase Sale and Delivery of the Securities The purchase and sale of the Purchaser Junior Securities (other than the purchase and sale of shares of Exchangeable Preferred at the Initial Closing which shall take place as set forth in the next succeeding sentence hereof) shall take place at the offices of Proskauer Rose LLP, 1585 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxthin two (2) business days following the satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Purchaser Junior Securities hereunder, but in no event earlier than 15 business days after the applicable Purchase Notice has been given, or at such other time and place as the Company and the Purchaser mutually agree upon in writing. The purchase and sale of Exchangeable Preferred at the Initial Closing shall take place at the aforesaid offices simultaneously with the execution and delivery of this Agreement subject to satisfaction of the conditions set forth in this Agreement required to be satisfied prior to the consummation of the purchase and sale of the Exchangeable Preferred at such Initial Closing. At each Closing hereunder the Company shall deliver to the Purchaser one or more certificates representing any capital stock being sold and issued, one or more executed warrants representing all of the warrants (including without limitation the Transaction Fee Warrants) and one or more executed promissory notes representing all of the indebtedness of the Company being sold, all in such denomination or denominations and registered in such name or names as the Purchaser shall request upon notice to the Company, together with all such other Transaction Documents as may be reasonably specified by Huff, xxbject to Purchaser's reasonable approval (in form and substance reasonably specified by Huff, xxbject to the Purchaser's reasonable approval), against payment by or on behalf of the Purchaser of the purchase price for the Purchaser Junior Securities by wire transfer, payable to or upon the order of the Company in immediately available funds.

  • Deliveries at the Closing At the Closing:

  • Delivery of Securities After Closing The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

  • Transactions at the Closing At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:

  • Actions at the Closing At the Closing:

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Subsequent Delivery of Comfort Letters The Company covenants and agrees with the Agents that, subject to the provisions of Section 4(m) hereof, each time that (1) the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information, (2) there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional financial information or (3) if required pursuant to the terms of a Terms Agreement, upon the Company’s sale of Notes to one or more Agents pursuant to such Terms Agreement, the Company shall cause PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, forthwith to furnish the Agents with a letter, dated the date of filing with the Commission of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form reasonably satisfactory to the Agents, of substantially the same tenor as the letter referred to in Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, with respect to a letter furnished in connection with the incorporation by reference into the Prospectus of a Quarterly Report on 10-Q or an Annual Report on Form 10-K, the letter shall be dated the business day immediately following the date of the filing with the Commission of such report; further provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, PricewaterhouseCoopers LLP, or other independent certified public accountants reasonably satisfactory to the Agents, may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information.

  • Delivery of Closing Documents Seller shall have delivered or caused to be delivered to Buyer on the Closing each of the Documents required to be delivered pursuant to Section 9.2.

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