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6Documents Sample Clauses

6Documents. New Image must have caused the following documents to be delivered to Car Charging and the Car Charging Shareholder: a. share certificates evidencing both the common and preferred New Image Shares registered in the name of the Car Charging Shareholders; b. a Secretary’s Certificate, dated the Closing Date, certifying attached copies of (A) the New Image Charter Documents, (B) the resolutions of the New Image Board approving this Agreement and the transactions contemplated hereby and thereby; and (C) the incumbency of each authorized officer of New Image signing this Agreement to which New Image is a party;
Sample 1
6Documents. CSTF must have caused the following documents to be delivered to SEG and the SEG Shareholders: A. share certificates evidencing the CSTF SHARES registered in the name of the SEG Shareholders; B. such other documents as SEG may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of CSTF, (B) evidencing the performance of, or compliance by CSTF with any covenant or obligation required to be performed or complied with by CSTF, (C) evidencing the satisfaction of any condition referred to in this Article V, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Sample 1
6Documents. M2 Systems and the M2 Systems Shareholders must deliver to Color Accents at the Closing: a. share certificates evidencing the number of M2 Systems Shares, along with executed share transfer forms transferring such M2 Systems Shares to Color Accents; b. this Agreement to which the M2 Systems and the M2 Systems Shareholders is a party, duly executed; c. such other documents as Color Accents may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the M2 Systems and the M2 Systems Shareholders , (B) evidencing the performance of, or compliance by M2 Systems and the M2 Systems Shareholders with, any covenant or obligation required to be performed or complied with by M2 Systems and the M2 Systems Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Sample 1
6Documents. SEG and the SEG Shareholders must deliver to CSTF at the Closing: A. share certificates evidencing the number of SEG SHARES, along with executed share transfer forms transferring such SEG SHARES to CSTF; B. this Agreement to which the SEG and the SEG Shareholders is a party, duly executed; C. such other documents as CSTF may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the SEG and the SEG Shareholders , (B) evidencing the performance of, or compliance by SEG and the SEG Shareholders with, any covenant or obligation required to be performed or complied with by SEG and the SEG Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Sample 1
6Documents. Car Charging and the Car Charging Shareholders must deliver to New Image at the Closing: a. share certificates evidencing the number of Car Charging Shares, along with executed share transfer forms transferring such Car Charging Shares to New Image; b. this Agreement to which the Car Charging and the Car Charging Shareholders is a party, duly executed; c. such other documents as New Image may reasonably request for the purpose of (A) evidencing the accuracy of any of the representations and warranties of the Car Charging and the Car Charging Shareholders , (B) evidencing the performance of, or compliance by Car Charging and the Car Charging Shareholders with, any covenant or obligation required to be performed or complied with by Car Charging and the Car Charging Shareholders, as the case may be, (C) evidencing the satisfaction of any condition referred to in this Article VI, or (D) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Sample 1
6Documents. 10 Xxxxx and the 10 Xxxxx Shareholder must deliver to RETC at the Closing: A. share certificates evidencing the number of 10 Xxxxx Shares, along with executed share transfer forms transferring such 10 Xxxxx Shares to RETC; B. this Agreement to which the 10 Xxxxx and the 12 Japan Shareholder are each a party, duly executed; and C. such other documents as RETC may reasonably request for the purpose of (i) evidencing the accuracy of any of the representations and warranties of 10 Xxxxx and the 12 Japan Shareholder, (ii) evidencing the performance of, or compliance by 10 Xxxxx and the 10 Xxxxx Shareholder with, any covenant or obligation required to be performed or complied with by 10 Xxxxx and the 10 Xxxxx Shareholder, as the case may be, (iii) evidencing the satisfaction of any condition referred to in this Article VI, or (iv) otherwise facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
Sample 1

Related to 6Documents

  • Documents The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Corporate Documents Such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Paper documents Any paper records must be protected by storing the records in a Secure Area which is only accessible to authorized personnel. When not in use, such records must be stored in a Secure Area.

  • Related Documents The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan.

  • Referenced Documents 2.3.1 Unless the context shall otherwise specifically require, and subject to Section 21, whenever any provision of this Agreement refers to a technical reference, technical publication, CLEC Practice, SBC-13STATE Practice, any publication of telecommunications industry administrative or technical standards, or any other document specifically incorporated into this Agreement (collectively, a “Referenced Instrument”), it will be deemed to be a reference to the then-current version or edition (including any amendments, supplements, addenda, or successors) of each Referenced Instrument that is in effect, and will include the then-current version or edition (including any amendments, supplements, addenda, or successors) of any other Referenced Instrument incorporated by reference therein.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Material Documents Seller has provided Purchaser with executed copies of all material agreements and documents, and any amendments thereto, relating to Seller’s acquisition of the Mortgage Servicing Rights and the servicing of the Mortgage Loans.

Most Referenced Clauses

Most Referenced Definitions