Acquirer Deliveries Sample Clauses

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing, a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in Section 6.2(a) has been satisfied.

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied; and (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquirer and the Escrow Agent.

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in Section 6.2(a) has been satisfied; (ii) copies certified by a duly authorized officer of Acquirer of (i) the resolutions or consents of the boards of directors of each of Acquirer and Merger Sub approving this Agreement and the Merger and (ii) the unanimous written consent of Acquirer, as the sole stockholder of Merger Sub, adopting this Agreement; (iii) by wire transfer of immediately available funds to the account designated in writing by the Paying Agent, an amount equal to the portion of the Merger Consideration payable at the Closing pursuant to Section 1.4(a)(ii), subject to and in accordance with Section 1.4; (iv) the Escrow Amount minus the Escrow Amount RSU Reduction to the Escrow Agent for deposit into the Escrow Fund and the Securityholders’ Agent Amount for deposit into the Securityholders’ Agent Fund, in each case, subject to and in accordance with Section 1.4; (v) the Escrow Agreement, dated as of the Closing Date, executed by Acquirer and the Escrow Agent; (vi) the Transaction Expenses to such Persons as specified in the Spreadsheet by wire transfer of immediately available funds to accounts specified therein at least two Business Days prior to the Closing Date (it being understood that Acquirer’s obligation under this clause (a)(vi) shall be satisfied as long as Acquirer initiates the wire transfers referenced herein); and (vii) the Paying Agent Agreement, in the form attached hereto as Exhibit G (the “Paying Agent Agreement”), dated as of the Closing Date, executed by Acquirer and the Paying Agent; and (viii) all amounts required to be paid under the payoff letters delivered pursuant to Section 1.2(b)(xvi) in order to fully discharge the Company Debt owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters (it being understood that Acquirer’s obligation under this clause (a)(viii) shall be satisfied as long as Acquirer initiates the wire transfers referenced herein).

Acquirer Deliveries. Acquirer shall deliver to Parent, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied; (ii) the Transition Services Agreement executed by Acquirer; (iii) an Escrow Agreement, in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”), dated and executed by Acquirer and the Escrow Agent; and (iv) an Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit G (the “Assignment and Assumption Agreement”), dated and executed by Acquirer.

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in clause (a) of Section 6.2 have been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Acquirer by its Secretary, certifying the Acquirer’s (A) certificate of incorporation, (B) bylaws, and (C) board resolutions approving the Merger and adopting this Agreement.

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in Section 7.2(a) has been satisfied; (ii) the Escrow Agreement, executed by Acquirer and the Escrow Agent; and (iii) the tax transfer forms (formulaires Cerfa 2759) duly countersigned by Acquirer in respect of all shares of Company Common Stock.

Acquirer Deliveries. Acquirer shall deliver the following documents to the Company at or prior to the Closing: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in Section 6.2(a) and Section 6.2(b) has been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquirer and the Escrow Agent; and (iii) a Paying Agent Agreement, in substantially the form attached hereto as Exhibit E (the “Paying Agent Agreement”), dated as of or prior to the Closing Date and executed by Acquirer and the Paying Agent.

Acquirer Deliveries. Acquirer shall deliver to the Company, at or prior to the Closing, each of the following: (i) a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied; (ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit G (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquirer and the Escrow Agent; and (iii) the Second Certificate of Merger, executed on behalf of Sub II by a duly authorized officer of Sub II.

Acquirer Deliveries. Acquirer shall deliver to the Shareholders' Agent, at or prior to the Closing: a certificate, dated as of the Closing Date, executed on behalf of Acquirer by a duly authorized officer of Acquirer to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied; such certificates of shares of Acquirer Common evidencing the Total Stock Consideration to be issued to each of the Selling Shareholders in accordance with each Selling Shareholder's Pro Rata Share at Closing; and the Total Cash Consideration to the Selling Shareholders in accordance with each Selling Shareholder's Pro Rata Share in accordance with the instructions set forth in on Schedule 1.2(c).

Acquirer Deliveries. Acquirer shall deliver to Seller duly executed copies of this Agreement, the Transition Services Agreement and the Escrow Agreement.