Deliveries at Closings. (a) At the First Closing:
Deliveries at Closings. On each Closing Date (i) the Company shall deliver to the Investor one or more certificates representing the Applicable Quantity of shares of Common Stock registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or accounts previously designated by the Investor, and (ii) the Investor shall deliver to the Company the Investment Amount (less any amounts withheld pursuant to Section 11.2) by federal funds wire transfer or transfer of New York Clearing House funds. In addition, on or prior to each Closing Date, each of the Company and the Investor shall deliver all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
Deliveries at Closings. (a) At each Closing, Sellers shall (i) sell, transfer and assign to Purchasers the Sellers' Interests required to be transferred pursuant to SECTION 2.1 by executing and delivering appropriate written instruments of conveyance providing for the sale, transfer and assignment of such interests to Purchasers, including warranties of title contained in SECTION 3.3 and (ii) execute and deliver all other documents required by this Agreement to be executed and delivered by Sellers at each Closing.
Deliveries at Closings. (i) On each Closing Date pursuant to a Company Put Notice (A) the Company shall deliver to the Investor one or more certificates representing the Applicable Quantity registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or accounts previously designated by the Investor, and (B) the Investor shall deliver to the Company the Company Put Amount, provided, however that, if such acquisition of Common Stock by the Investor would cause the Outstanding Commitment
Deliveries at Closings. At the Initial Closing, and subject to the simultaneous payment of funds and delivery of the Debenture and the Options described in Sections 1.3(b) and (c) above, the following deliveries shall be made: (a) Seller shall deliver, or cause to be delivered, to Buyer or its designees as follows: (i) a counterpart executed copy of that certain Term Loan and Security Agreement, as executed by VDUL in favor of ACF CGS as agent (“Agent”) for the lenders named therein, substantially in the form attached hereto as Exhibit B (the “Loan and Security Agreement”), whereby VDUL pledges to Agent a security interest as of Initial Closing in all of its assets except those telecom related assets where prior approval of the State Commissions is required for such approval; a counterpart executed copy of that certain Security Agreement, as executed by VDUL in favor of the subordinated lenders named therein in the form attached hereto as Exhibit C (the “Subordinated Security Agreement”); and a counterpart executed copy of that certain Intercreditor and Subordination Agreement, as executed by VDUL in the form attached hereto as Exhibit D (the “Sub-Debt Intercreditor Agreement”). By execution of this Agreement, Seller and Buyer acknowledge that: (A) Agent shall as of the Initial Closing, hold a security interest in the assets of VDUL and be entitled to the rights and remedies set forth in the Loan and Security Agreement, including the right to enforce the rights and remedies of Buyer under this Agreement to receive delivery of the Units upon the Final Closing; (B) the execution of the Loan and Security Agreement and the ancillary documents thereto, including, but not limited to, UCC Filing Authorization Letter, a United Kingdom Deed of Priority, Intellectual Property Security Agreement, a Membership Interest Transfer Power (endorsed in blank), an officer’s certificate regarding absence of defaults, and a secretary’s certificate, shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution and delivery Seller consents; and (C) the execution of the Subordinated Security Agreement and the Sub-Debt Intercreditor Agreement shall be made on behalf of VDUL by Buyer in its capacity as Manager of VDUL, to which execution and delivery Seller consents. (ii) the Loan, along with a fully executed Assignment and Assumption Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption Agreement”), whereby Seller irrevocably assigns, and Buy...
Deliveries at Closings. 17 ARTICLE 8 INDEMNIFICATION....................................................17
Deliveries at Closings. On or prior to each Closing Date, each of the Company and the Investor shall deliver all documents, certificates, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
Deliveries at Closings. At the Closing:
Deliveries at Closings. At the Initial Closing, and subject to the simultaneous payment of funds and delivery of the Debenture and the Options described in Sections 1.3(b) and (c) above, the following deliveries shall be made:
Deliveries at Closings. (i) Buyer shall deliver to Seller, at each Closing, payment of the appropriate Purchase Price and, in addition, at the Closing of the First Tranche, Buyer shall execute and deliver the Registration Rights Agreement and Escrow Agreement.
