Additional Closing Deliverables Sample Clauses
Additional Closing Deliverables. (1) Subject to the satisfaction or waiver on the Additional Closing Date of the applicable conditions to the Additional Closing in Section 1.2(f), at the Additional Closing, the Company will deliver to Purchaser: (A) book-entry evidence in a form reasonably acceptable to Purchaser the Additional Shares and the registration of such shares of Series C Preferred Stock in the name of Purchaser or Purchaser’s nominee, to the extent reasonably acceptable to the Company; and
Additional Closing Deliverables. The Company shall have delivered to counsel to the Investors the following:
(a) a certificate of the Company executed by the Company’s Secretary, in substantially the form attached hereto as Exhibit G; and
(b) an opinion from Xxxxxxxxx & Xxxxxxx LLP, counsel to the Company, dated as of the Closing, in substantially the form attached hereto as Exhibit H-1, and an opinion from the General Counsel of the Company, dated as of the Closing, in substantially the form attached hereto as Exhibit H-2.
Additional Closing Deliverables. Parent shall have received (i) the DM Release, (ii) a true, correct and complete copy of the resolutions of the board of directors of the Company and each of its Subsidiaries authorizing the execution, delivery and performance of this Agreement, the Merger and all other transactions contemplated thereby, and (iii) a long-form good standing certificate for the Company and each of its Subsidiaries, dated as of the date hereof or another date prior to the Closing Date, from the Secretary of State of the State of Delaware.
Additional Closing Deliverables. The Company shall have received (i) a true, correct and complete copy of the resolutions of the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement, the Merger and all other transactions contemplated thereby and (ii) a certificate of active status for Parent, dated as of the date hereof or another date prior to the Closing Date, from the Secretary of State of the State of Florida.
Additional Closing Deliverables. 2.6.1 At the Additional Closing, the Company will deliver to Gilead:
(a) a duly executed Cross-Receipt with respect to the applicable Additional Shares;
(b) a certificate in form and substance reasonably satisfactory to Gilead and duly executed on behalf of the Company by an authorized officer of the Company, certifying that the conditions to the Additional Closing set forth in Sections 2.8.1(a) and (b) of this Agreement have been fulfilled;
(c) evidence that the Company has delivered to the Transfer Agent irrevocable written instructions to issue the applicable Additional Shares to Gilead in a form and substance acceptable to the Transfer Agent; and
(d) a certificate of the secretary of the Company dated as of the Additional Closing Date certifying that attached thereto is a true and complete copy of all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby as of the Additional Closing Date.
2.6.2 At the Additional Closing, Gilead will deliver to the Company:
(a) a duly executed Cross-Receipt with respect to the applicable Additional Shares; and
(b) a certificate in form and substance reasonably satisfactory to the Company and duly executed on behalf of Gilead by an authorized officer of Gilead, certifying that the conditions to the Additional Closing set forth in Sections 2.8.2(a) and (b) of this Agreement have been fulfilled.
Additional Closing Deliverables. At or prior to the Closing, the Seller shall deliver to the Buyer a certificate in form and substance reasonably satisfactory to the Buyer, duly executed and acknowledged, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Internal Revenue Code of 1986, as amended (it being understood that delivery of such certificate shall not be a condition to Closing).
Additional Closing Deliverables. LEC shall have received the following agreements and documents, each of which shall be in full force and effect:
(a) the Escrow Agreement executed by Stockholders’ Representative;
(b) the Payment Agent Agreement, executed by the Stockholders’ Representative and the Payment Agent;
(c) written resignations of all officers (except as otherwise determined by LEC) and directors/managers of the Company, to be effective as of the Effective Time;
(d) (i) a properly executed Foreign Investment in Real Property Tax Act of 1980 Notification Letter, in form and substance satisfactory to LEC, which states that shares of Company Capital Stock do not constitute “United States real property interests” under Section 897(c) of the Code, for purposes of satisfying LEC’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and (ii) a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2) along with written authorization for LEC, as agent for the Company, to deliver such notice form to the Internal Revenue Service on behalf of the Company upon the consummation of the Merger;
(e) The Allocation Schedule and a certificate executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, certifying that the Allocation Schedule is true, correct and complete; and
(f) such other documents, instruments and certificates as LEC may reasonably request.
Additional Closing Deliverables. At Closing, Thomas Hynes and Nina Bijedic shall deliver resignations as offixxxx xxx xxrectoxx xx xxx Xxmpany together with duly executed board minutes appointing Anton Lin as a director of the Company.
Additional Closing Deliverables. The Seller shall have received the following agreements and documents, each of which shall be in full force and effect:
(a) a certificate of LEC, duly executed by an officer of each, certifying that the conditions set forth in Section 8.1 and Section 8.2 have been duly satisfied;
(b) the Escrow Agreement, duly executed by LEC and the Escrow Agent; and
(c) such other documents, instruments and certificates as the Seller may reasonably request.
Additional Closing Deliverables. (a) Not later than five (5) Business Days prior to the Closing Date, the Company shall deliver, or cause the delivery, to Buyer and Merger Subsidiary of a certificate (the “Transaction Expenses Certificate”) setting forth (i) a reasonably detailed calculation of all Transaction Expenses that have been incurred as of such date with a statement that no Transaction Expenses other than those shown on such calculation have been incurred as of such date by the Company or any of its Subsidiaries and (ii) a good faith estimate of all Transaction Expenses that the Company or any Subsidiary thereof are expected to incur following such date, together with a reasonably detailed schedule setting forth the calculation underlying such estimate. Buyer and its Representatives shall cooperate with the Company to assist in the preparation of the Transaction Expenses Certificate.
(b) At the Closing, Buyer and Merger Subsidiary, as applicable, shall deliver to the Company each of the following:
(i) to the extent not previously delivered, a duly executed counterpart to each Transaction Document to which Buyer or Merger Subsidiary, as the case may be, is a party; and
(ii) a certificate, dated the Closing Date and signed by the Chief Executive Officer, Chief Financial Officer or General Counsel of Buyer pursuant to Section 9.03(a)(v) hereto.
(c) At the Closing, the Company shall deliver, or cause the delivery, to Buyer and Merger Subsidiary of each of the following:
(i) to the extent not previously delivered, a duly executed counterpart to each Transaction Document to which the Company is a party;
(ii) a certificate, dated the Closing Date and signed by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company pursuant to Section 9.02(a)(iv) hereto;
(iii) to the extent requested by Buyer at least five (5) Business Days prior to the Closing Date, duly executed and valid resignations, effective as of immediately following the Effective Time, of each director of the Company and its Subsidiaries; and
(iv) (A) a certification relating to the Company’s status as a “United States real property holding corporation” substantially in the form attached hereto as Exhibit H and (B) a notice to the Internal Revenue Service, signed by the Company, substantially in the form attached hereto as Exhibit I; provided, however, that if Buyer makes a request to the Company no later than five (5) Business Days prior to the Closing Date, the Company shall deliver the certific...