Pre-Closing Deliverables. The Company shall have made the deliveries contemplated by Section 1.3(b).
Pre-Closing Deliverables. (i) At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer:
Pre-Closing Deliverables. (a) Within ten Business Days after the Cut-Off Date, the Company shall deliver to Buyer and CBNA (i) the Schedule of Trust Student Loans and (ii) a statement of the aggregate Trust Certificate Purchase Price, each as of the Cut-Off Date (the “Estimated Trust Certificate Purchase Price”). Buyer and CBNA shall have five Business Days to review and comment on the items listed in clauses (i) and (ii).
Pre-Closing Deliverables. (a) Not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall (i) deliver to Purchaser instructions designating the account into which the Estimated Purchase Price, the Share Redemption Cash Consideration, if any, and the repayment of the Closing Date Note shall be deposited by wire transfer on the Closing Date and (ii) prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Purchaser and Life Reinsurer:
Pre-Closing Deliverables. No later than three (3) Business Days prior to the Closing Date the Company shall deliver to Buyer (x) a certificate setting forth the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), which shall set forth in reasonable detail the components and computations thereof, and (y) a certificate setting forth as of the Closing Date (i) the number of outstanding shares of each class and series of Company Stock and the holders of each of such shares, the number of outstanding Common Exchangeable Shares and the holders of each of such shares, all outstanding Company Warrants (and the number of shares of Common Stock underlying each and the holder and exercise price of each) and all outstanding Company Options (and whether such Company Option is a Vested In-the-Money Company Option, an Unvested In-The-Money Company Option or otherwise, the number of shares of Common Stock underlying each and the holder and exercise price of each) immediately prior to the Effective Time and the name and address of the holder thereof, (ii) its calculation in reasonable detail of the Per Share Initial Merger Consideration, the Per Series B Share Initial Merger Consideration, the Per Series C Share Initial Merger Consideration, the Per Series D Share Initial Merger Consideration, with respect to each Company Warrant, the Per Share Initial Warrant Consideration, and with respect to each Vested In-the-Money Company Option, the Per Share Initial Option Consideration, and (iii) its calculation of the amounts of the payments to be made to each of the Sellers, each of the other Equityholders and each of the Senior Executives pursuant to Section 1.06(b), including applicable wire instructions for each of the Sellers and the Senior Executives (the “Closing Payments Schedule”).
Pre-Closing Deliverables. (a) Not less than two Business Days prior to the Closing Date, the Company shall prepare and deliver to Acquiror (i) a statement setting forth the Company’s good faith determination of Company Transaction Expenses as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by Acquiror), including the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor and (ii) an allocation schedule setting forth the Company’s good faith determination of (A) the numbers of each type of Equity Securities of the Company held by each holder of Equity Securities of the Company immediately prior to the Company Conversion and immediately after the Company Conversion (but immediately before the Closing), (B) the aggregate number of Participating Company Common Shares, the Equity Value Exchange Ratio and the Earn-Out Exchange Ratio and (C) the consideration due to each holder of Equity Securities of the Company pursuant to this Agreement, including any cash amounts payable in lieu of fractional shares, together with any other information that the Exchange Agent may reasonably request (the “Company Closing Statement”).
Pre-Closing Deliverables. Prior to Closing, Xunna LTD shall provide to Shell Company:
Pre-Closing Deliverables. Prior to Closing, BABA shall provide to Santa Fe:
Pre-Closing Deliverables. (a) As soon as reasonably practicable following completion of the Capital Raise Transaction, the Company shall prepare and deliver to Acquiror a statement setting forth the Company’s good faith calculation of the (i) Capital Raise Amount and (ii) in the event that a Debt Raise Transaction has been consummated, the Debt Transaction Pre-Money Valuation Schedule, in each case in reasonable detail to allow Acquiror to deliver the Preliminary Closing Statement pursuant to Section 2.4(d).
Pre-Closing Deliverables. No later than 5:00 p.m. (Mountain time) on the date that is at least three (3) Business Days prior to the Closing Date, Sellers shall deliver to Purchaser: (a) the applicable deposit account and related wire transfer instructions for each amount described in Section 3.2(a); (b) the form of payoff letters described in Section 7.12(a) and (b); and (c) the forms of UCC financing statement amendments (Form UCC-3) described in Section 7.12(c).
