Acquiror Deliveries. Acquiror 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 Acquiror by a duly authorized officer of Acquiror, certifying that each of the conditions set forth in clauses (a) and (b) of Section 6.2, has been satisfied;
(ii) an Escrow Agreement, in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror;
(iii) an Exchange Agent Agreement (the “Exchange Agent Agreement”) in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by Acquiror and the Exchange Agent;
(iv) payment to the Exchange Agent by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(i) in exchange for all shares of Company Common Stock and pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Non-Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Common Stock and Company Non-Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Common Stock and Company Non-Employee Options;
(v) payment to the Company or its designee payroll service provider by wire transfer of immediately available funds an amount equal to the aggregate Merger Consideration payable pursuant to Section 1.9(a)(ii) in exchange for cancellation of all Company Employee Options that are outstanding and exercisable immediately prior to the Effective Time (or which become exercisable as a result of the consummation of the transactions contemplated hereby), less (y) the Pro Rata Share of the Escrow Amount in respect of the Company Employee Options, and (z) the Pro Rata Share of the Reserve in respect of the Company Employee Options;
(vi) payment to the Escrow Agent by wire transfer of immediately available funds the Escrow Amount and the Reserve in accordance with the provisions of the Escrow Agreement;
(vii) payments of any amounts of money due and owing from the Company to third parties as Transaction Expenses set forth on the Closing Expenses Certificate; and
(viii) payment to holders of outstanding Indebtedness, if any, by wire transfer of immediately available fund...
Acquiror Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Acquirors shall deliver, or cause to be delivered to Sellers:
(a) payment of the Purchase Price in accordance with Section 2.1;
(b) a counterpart to each Assignment of Interests, duly executed by the applicable Acquiror;
(c) duly executed copies of the Seller Notes by the issuers of the Seller Notes;
(d) a joinder to the Registration Rights Agreement, duly executed by Class A Acquiror and each Up-C Acquiror;
(e) a joinder to the TE LLC Agreement, duly executed by each Up-C Acquiror;
(f) a certificate duly executed by an executive officer of each Acquiror, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.3(a) and (b) have been satisfied in all respects; and
(g) a certificate duly executed by an executive officer of each Acquiror, dated as of the Closing Date, in customary form, attesting to the resolutions of the general partner of such Acquiror authorizing the execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date.
Acquiror Deliveries. Acquiror shall deliver to Parent, at or prior to the Closing, each of the following:
(i) duly executed counterpart originals of the Transition Services and License Agreements, the Escrow Agreement and the Offer Letters (including the Non-Competition Provisions);
(ii) a duly executed counterpart original of the Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit L (as such form may be modified by Acquiror and Parent, to their mutual agreement) relating to the real estate lease pertaining to the Company’s offices in Kirkland, Washington, consenting to the Merger and assigning Parent’s rights and obligations thereunder to Acquiror (the “Lease Assignment”);
(iii) valid stock certificate(s) or, if reasonably acceptable to Parent, other evidence(s) of issuance (e.g., book entry issuance), containing the restrictive legend set forth on Exhibit E hereto (and no other legends), representing (i) the Base Shares (subject to adjustment as provided in Section 1.13), less the Escrow Shares, and (ii) the Additional Shares;
(iv) a certificate from the Secretary of State of the States of Delaware and California with respect to Acquiror, and the State of Washington with respect to Sub, dated within five (5) Business Days prior to the Closing Date certifying in customary form that the Acquiror and Sub are in good standing; and
(v) a certificate, dated as of the Closing Date and executed on behalf of the Acquiror by its Secretary, certifying (A) Sub’s (1) Articles of Incorporation, (2) Bylaws, (3) board resolutions or unanimous written consent approving the Merger and adopting this Agreement, and (4) shareholder resolutions or unanimous written consent approving the Merger and adopting this Agreement, and (B) Acquiror’s (1) Certificate of Incorporation, (2) Bylaws and (3) board resolutions or unanimous written consent approving the Merger and adopting this Agreement (the “Acquiror Secretary Certificate”).
Acquiror Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Acquiror shall deliver, or cause to be delivered to Seller:
(a) payment of the Purchase Price in accordance with Section 2.1;
(b) a counterpart of the Assignment of Interests, duly executed by Acquiror;
(c) a counterpart of the New Bedford Terminal Agreement, duly executed by SRLP GP;
(d) a certificate duly executed by an executive officer of Acquiror, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.3(a) and (b) have been satisfied in all respects; and
(e) a certificate duly executed by an executive officer of Acquiror, dated as of the Closing Date, in customary form, attesting to the resolutions of the governing body of Acquiror authorizing the execution and delivery of this Agreement and the other Transaction Documents to which Acquiror is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date.
Acquiror Deliveries. Acquiror shall deliver to the Company or other party as listed below, at the Closing, each of the following:
(i) payment to the Paying Agent by wire transfer of immediately available funds an aggregate amount equal to the Initial Merger Consideration (less the amount of the Option Consideration) for further distribution to the Company Stockholders and the Company Noteholders pursuant to the terms of this Agreement;
(ii) payment to the Paying Agent by wire transfer of immediately available funds an amount equal to the amount of the Option Consideration for further distribution to the Surviving Corporation for the Surviving Corporation to distribute to the Company Optionholders pursuant to the terms of this Agreement through the Surviving Corporation’s payroll payment system (in each case subject to applicable withholding Taxes);
(iii) payment to the Paying Agent by wire transfer of immediately available funds any amounts of Transaction Expenses, Indebtedness (to the extent being paid at Closing) and/or other money due and owing from the Company to such Persons as set forth on the Closing Statement for further distribution to such Persons;
(iv) payment to the Paying Agent by wire transfer of immediately available funds for further payment to the Company Holders’ Agent an amount equal to the Reserve Amount for deposit into a bank account designated and controlled by the Company Holders’ Agent (the “Reserve Account”) to be used towards the costs and expenses, if any, incurred by the Company Holders’ Agent in the performance of its obligations as Company Holders’ Agent. The Company Holders’ Agent shall distribute all amounts remaining in the Reserve Account to the Paying Agent (for the benefit of the Company Stockholders and the Company Noteholders) or the Surviving Corporation (for the benefit of the Company Optionholders), in each case, for further distribution in accordance with each Company Holder’s Pro Rata Holdback Share, upon the later of the second anniversary of the Closing (the “Reserve Release Date”) or the resolution of all indemnification claims against the Company Holders still pending as of the Reserve Release Date;
(v) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied (the “Acquiror Closing Certificate”); and
(vi) a Paying Agent Agreement, in substantially the form attached as Exh...
Acquiror Deliveries. At or prior to the Closing, Acquiror shall deliver:
(i) to the Company, (A) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror to the effect that each of the conditions set forth in Section 6.2(a) has been satisfied; and (B) a counterpart to the Escrow and Paying Agent Agreement, in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), dated as of the Closing Date and executed by Acquiror and the Escrow Agent; and
(ii) to the Paying Agent, the Preferred Closing Consideration and the Common Closing Consideration.
Acquiror Deliveries. On the Closing Date, the Acquiror shall deliver to the Company the Warrant Agreement, dated the Closing Date, duly executed on behalf of the Acquiror.
Acquiror Deliveries. Acquiror shall deliver to Sellers, at or prior to the Closing, each of the following:
(i) a certificate, dated as of the Closing Date, executed on behalf of Acquiror by a duly authorized officer of Acquiror, to the effect that each of the conditions set forth in clause (a) of Section 6.2 has been satisfied;
(ii) the Purchase Price (less the Escrow Cash which shall be deposited by the Acquiror in the Escrow Fund at the Closing) in cash by wire transfer of immediately available funds to an account designated in writing by Parent to Acquiror prior to the Closing Date;
(iii) counterparts of the Xxxx of Sale in substantially the form of Exhibit C attached hereto (the “Xxxx of Sale”) executed by Acquiror;
(iv) counterparts of the Assignment and Assumption Agreement in substantially the form of Exhibit D attached hereto (the “Assignment and Assumption Agreement”) executed by Acquiror
(v) counterparts of the Escrow Agreement in substantially the form of Exhibit J attached hereto (the “Escrow Agreement”); and
Acquiror Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Acquiror shall deliver, or cause to be delivered to Sellers:
(a) payment of the Purchase Price in accordance with Section 2.1
(b) a counterpart of the Assignment of Interests, duly executed by the applicable Acquiror; and
(c) a certificate duly executed by the executive officer of Xxxxxxxx, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 7.3(a) and (b) have been satisfied in all respects.
Acquiror Deliveries. Acquiror shall have delivered, or shall have caused to be delivered to the Company, the following:
(a) a certified copy of the resolutions duly adopted by the board of directors of Acquiror and Merger Sub, or an appropriate committee thereof, authorizing this Agreement and the other agreements and instruments contemplated hereby and the transactions contemplated hereby and thereby; and
(b) such other documents, instruments or certificates as shall be reasonably requested by the Company or its counsel.
