Investor Closing Deliveries Sample Clauses
The "Investor Closing Deliveries" clause outlines the specific documents, payments, or actions that an investor must provide or complete at the closing of a transaction. Typically, this includes items such as executed agreements, wire transfers of funds, and any required regulatory or corporate approvals. By clearly listing these requirements, the clause ensures that all necessary investor obligations are fulfilled before the transaction is finalized, thereby reducing the risk of incomplete or delayed closings.
Investor Closing Deliveries. The Investor acknowledges and agrees that the obligations of the Company shall be subject to the following conditions:
Investor Closing Deliveries. At each Draw Down Closing and the Contingency Tranche Closing:
(a) subject to Section 9.2(a), the applicable Preferred B Investor will deliver, or cause to be delivered, to the Company the applicable Purchase Price in respect of the Preferred B Shares that such Preferred B Investor is purchasing at such Closing, in each case in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to such Closing;
(b) subject to Section 9.2(a), the applicable Note Investor will deliver, or cause to be delivered, to the Company the applicable Loan Amount in respect of the Secured Notes that such Note Investor is purchasing at such Closing, in each case in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to such Closing.
(c) each Preferred B Investor will deliver, or cause to be delivered to the Company a certificate of an officer of the Investor, dated the applicable Closing Date (the “Investor Certificate”), in the form attached hereto as Exhibit E.
Investor Closing Deliveries. At or prior to the Closing Time, the Investor shall deliver or cause to be delivered to the Company, the following:
(a) payment of the Subscription Proceeds in accordance with Section 2.3;
(b) the Venture Agreements duly executed and delivered by the Investor and its designated Affiliate;
(c) the Off-take Agreement duly executed and delivered by the Investor and its designated Affiliate;
(d) the Transfer Pricing Agreement duly executed and delivered by the Investor;
(e) the Investor Rights Agreement duly executed and delivered by the Investor (or its designated Affiliate);
(f) a consent from each of the Investor’s Nominees to act as a director of the Company; and
(g) a certificate from a duly authorized officer of the Investor certifying (i) the constituting documents of the Investor, (ii) the incumbency of certain officers of the Investor, (iii) the resolutions of the board of directors of the Investor approving the execution, delivery and performance of the Investor’s obligations under each of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereunder and thereunder; and (iv) that all of the representations and warranties made by the Investor in this Agreement are true and correct on the Closing Date in all material respects as if made on the Closing Date (other than those that speak to a specific date, in which case they shall have been true and correct in all material respects on such date).
Investor Closing Deliveries. At or prior to the Closing Date, the Investor shall deliver or cause to be delivered to the Company or ▇▇▇▇▇▇ as applicable, the following:
(a) payment to the Company, by wire transfer of immediately available funds to the accounts provided to the Investor by the Company at least two (2) Business Days prior to the Closing Date, the Purchase Price to the Company in accordance with Section 2.1.
(b) [Reserved];
(c) a certificate, dated as of the Closing Date, signed by a duly authorized officer of the Investor acceptable to ▇▇▇▇▇▇, acting reasonably, certifying that:
(i) the Investor has in all material respects complied with the provi- sions of this Agreement to be complied with by it at or prior to the Closing Date;
(ii) the Investor has complied with the covenants contained in this Agreement to be performed or caused to be performed by it at or prior to the Clos- ing Date; and
(iii) all of the representations and warranties made by the Investor in this Agreement are true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to another date, and in such case, shall be true and correct on and as of such other date);
(▇) ▇▇▇▇ executed copies of the Investor Rights Agreement (with such executions by the Investor as contemplated thereto); and
(e) a certificate from a duly authorized officer of the Investor acceptable to ▇▇▇▇▇▇, acting reasonably, certifying (A) the constituting documents of the Investor, (B) the By-laws of the Investor, (C) the incumbency of certain officers of the Inves- tor, and (D) the resolutions of the board of directors of the Investor approving the execution, delivery and performance of the Investor’s obligations under each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereunder and thereunder.
Investor Closing Deliveries. At the Closing, each Investor shall deliver the following to the Company:
(a) $12,500,000 (the “Purchase Price”) by wire transfer of immediately available funds to an account designated by the Company; and
(b) A duly executed counterpart signature page to the Company’s stockholders agreement in the form attached hereto as Exhibit B (the “Stockholders Agreement”) agreeing to be bound by the terms thereof (as supplemented in Section 5.7 hereof).
Investor Closing Deliveries. At or prior to Closing, the Investor shall deliver or cause to be delivered to the Company, the following, all of which shall be in form and substance satisfactory to the Company, acting reasonably:
(a) Written confirmation of registration instructions for the Subscription Shares;
(b) payment of $80,000,000, representing the Investment Proceeds, in accordance with Section 2.2;
(c) consent from each Investor's Nominee to the Board to be appointed as a director of the Company;
(d) a certificate from a duly authorized officer of the Investor certifying: (A) the constating documents of the Investor, (B) the incumbency of certain officers of the Investor; and
Investor Closing Deliveries. At the Closing, the Investor (on behalf of itself or, the Sponsor, as applicable) shall deliver to the ML Parties:
(a) the A&R Registration Rights Agreement, duly executed by the Investor;
(b) the Restated and Amended Shareholders’ Agreement, duly executed by the Investor;
(c) evidence that the Investor A&R Memorandum and Articles will be in effect conditional upon Closing;
(d) the deliverables pertaining to the Investor set out in Section 11.3 of the Investment Agreement;
(e) the written resignations of all of the directors and officers of the Investor (other than any such Persons who will continue as directors following the Closing), effective as of the Closing;
(f) an extract of the register of members of the Investor to evidence the issuance of the Closing Investor Class C Shares; and
(g) the Cash Contribution Agreement, duly executed by the Investor.
Investor Closing Deliveries. At the Closing:
(a) subject to Section 9.2(a), the Preferred Note Investor will deliver, or cause to be delivered, to the Company the Loan Amount in respect of the Preferred Notes that the Preferred Note Investor is purchasing at Closing, in immediately available funds, by wire transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to Closing.
(b) the Preferred Note Investor will deliver, or cause to be delivered to the Company a certificate of an officer of the Investor, dated the Closing Date (the “Investor Certificate”), in the form attached hereto as Exhibit L.
Investor Closing Deliveries. The obligation of the Company to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions precedent or execution and delivery to the Company of the following agreements, documents or instruments, as the case may be:
(a) Payment by the Investor to the Company of the Aggregate Purchase Price pursuant to Section 7 below;
(b) the representations and warranties made by the Investor in this Agreement shall be true and correct as of the Closing Date and the covenants of the Investor shall have been performed, satisfied and complied with, where applicable, on or before the Closing Date; and
(c) an executed copy of the Registration Rights Agreement in the form attached hereto as Exhibit C (the "Registration Rights Agreement").
Investor Closing Deliveries. At or prior to Closing, the Investor shall deliver or cause to be delivered to the Company, the following:
(a) payment of the Net Proceeds in accordance with Section 2.2; and
(b) consent from the Investor’s nominee to the Board to be appointed as a director of the Company.