Initial Closing Deliveries Sample Clauses

Initial Closing Deliveries. (a) On or prior to the Initial 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) an ink-original Initial Note with a principal amount equal to such Purchaser’s Initial Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Initial Note may be delivered promptly after such Initial Closing by the Company, in which case the Company will provide an electronically signed version of the Initial Note on or prior to the Initial Closing Date; (iii) an ink-original Initial Warrant registered in the name of such Purchaser to purchase the number of Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Initial Warrant Shares”, provided that such ink-original Initial Warrant may be delivered promptly after such Initial Closing by the Company, in which case the Company will provide an electronically signed version of the Initial Warrant on or prior to the Initial Closing Date; (iv) the Security Agreement duly executed by the Company, along with all of the Security Documents; (v) the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; (vi) legal opinions of Company U.S. Counsel and Company Israeli Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; (vii) certificates, executed on behalf of the Company, dated as of the Initial Closing Date, certifying the resolutions adopted by the boards of directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the constitutional documents of the Company and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and (viii) a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Initial Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b). (b) On or prior to the Initial Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: (i) immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amou...

Initial Closing Deliveries. At the Initial Closing, the Parties shall take, or cause to be taken, the following actions: (a) each relevant member of the TEF Group and each relevant member of the PT Group shall transfer to the Company its Initial Capital Contributions; (b) the relevant member of the TEF Group and the relevant member of the PT Group shall sign a notarial deed of issuance pursuant to which the relevant Company Shares are issued to such relevant member of the TEF Group and such relevant member of the PT Group; (c) the shareholders’ register of the Company shall be duly updated to reflect the number of Company Shares held by each Group; (d) the delivery of letters or other documents evidencing the waiver of any applicable rights of first refusal which otherwise could be exercised by any Person in connection with the transfer, to the Company, of the Initial Capital Contributions; and (e) the relevant member of the TEF Group and the relevant member of the PT Group and the Company shall take all other actions and execute all other documents, certificates and requests as may reasonably be required for the timely completion of transfer to the Company of the Initial Capital Contributions.

Initial Closing Deliveries. (a) At the Initial Closing, Seller shall deliver or cause to be delivered to the Purchaser: (i) certificates representing the Initial Shares, duly endorsed for transfer to the Purchaser, which shall transfer to the Purchaser good and valid title to the Stock, free and clear of all Encumbrances; (ii) certificates, dated as of a date no earlier than 10 days before the Initial Closing, duly issued by the appropriate governmental authority in _____ showing that Seller is in existence and in good standing and authorized to do business; (iii) unanimous written consents of the managers and members of Seller, authorizing the transactions contemplated by this Agreement; (iv) an Escrow Agreement in substantially the form of Exhibit C hereto; (v) a Release of the Purchaser (executed by Seller and each of its members) in substantially the form of Exhibit D hereto; (vi) a Voting Agreement and Irrevocable Proxy in substantially the form of Exhibit E hereto; and (vii) such other documents, as may be required by this Agreement or reasonably requested by the Purchaser. (b) At the Initial Closing, the Purchaser shall deliver to Seller (i) the Initial Payment; and (ii) a certificate, executed by the Purchaser and dated as of the date of the Initial Closing, to the effect that the Purchaser has received the prior approval of Bank One, Texas, N.A.

Initial Closing Deliveries. (a) At the Initial Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Initial Company Deliverables”): (i) a certificate evidencing the number of Shares to be delivered to such Investor at the Initial Closing (which shall not, for all Investors in the aggregate, exceed 592,372 shares of Common Stock), as set forth opposite its name on Schedule I hereto, registered in the name of such Investor (the number of Shares issuable to each Investor at the Initial Closing as set forth opposite its name on Schedule I hereto); (ii) a First Warrant, registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock that equals 40% of the number of Shares issuable to such Investor pursuant to Section 2.2(a)(i); (iii) the legal opinion of Company Counsel, in agreed form, addressed to the Investors; (iv) the Registration Rights Agreement duly executed by the Company; and (v) the Escrow Agreement, duly executed by the Company. (b) At the Initial Closing, each Investor shall deliver or cause to be delivered the following (the “Investor Deliverables”): (i) its Investment Amount (rounded up to the nearest whole dollar) as set forth opposite its name on Schedule I hereto, which shall have been deposited in accordance with Section 4.14 and which will be distributed in accordance with joint written instructions provided by the Company and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC; and (ii) the Registration Rights Agreement duly executed by such Investor.

Initial Closing Deliveries. At the Initial Closing, the Company shall deliver to the Investor (a) a scanned copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Investor of the Series D-1 Preferred Shares being purchased but unpaid and the repurchase and cancellation of the Qualcomm Repurchased Shares at the Initial Closing, (b) the share certificate or certificates representing the relevant Series D-1 Preferred Shares being purchased but unpaid by the Investor at the Initial Closing, and (c) all Transaction Documents duly executed by relevant Parties. At the Initial Closing, the Company shall deliver to Qualcomm (a) a scanned copy of the updated register of members of the Company, certified by the registered office provider of the Company, reflecting the issuance to the Investor of the Series D-1 Preferred Shares being purchased but unpaid and the repurchase and cancellation of the Qualcomm Repurchased Shares at the Initial Closing, (b) the share certificate or certificates representing the Series A Preferred Shares held by Qualcomm after the repurchase of Qualcomm Repurchased Shares at the Initial Closing subject to any tax payment or tax withholding obligation under Circular 698 filing and tax filing arrangement under Section 9.9, and (c) all Transaction Documents duly executed by relevant Parties. At the Initial Closing, Qualcomm shall deliver to the Company the original share certificate(s) representing the Qualcomm Repurchased Shares for cancellation against payment of the Qualcomm Repurchase Price by wire transfer of U.S. funds by the Company to the account otherwise designated by Qualcomm. At the Initial Closing, the Investor and Qualcomm shall deliver to the Company all Transaction Documents duly executed by the Investor and Qualcomm.

Initial Closing Deliveries. The Initial Closing shall take place initially via facsimile on the Initial Closing Date in the manner set forth below.

Initial Closing Deliveries. At the Initial Closing: (a) Parent shall deliver to HomeMark a stock certificate (together with stock powers executed in blank) representing the Subsidiary Stock. (b) HomeMark shall deliver to Parent the Purchase Price in immediately available funds.

Initial Closing Deliveries. The Company shall have delivered to BSC each of the documents referred to in Section 1.2 above, and such documents shall be in form and substance reasonably satisfactory to BSC.

Initial Closing Deliveries. At the Initial Closing: (a) Newco will issue to the Seller the Series B Initial Shares, and will deliver to the Seller certificates representing the Series B Initial Shares and any other documents that are necessary to transfer to the Seller good title to the Series B Initial Shares; (b) the Seller will execute and deliver to Newco any documents that are necessary to transfer to Newco good title to the LP Initial Interest, including, without limitation, the Assignment of LP Initial Interest, substantially in the form of Exhibit F attached hereto; (c) Newco and the Seller will enter into an Agreement of Limited Partnership of Point Loma Surgical Center, L.P., dated as of the First Amendment Date, by and between the Seller, as the general partner, and Newco, as a limited partner, in form and substance mutually satisfactory to Newco and the Seller (the “Initial LP Agreement”); and (d) Newco will be admitted to the Partnership as a limited partner in accordance with the relevant provisions of the Initial LP Agreement.”