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. (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. 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. (a) Contemporaneously with the execution and delivery of this Agreement, each Seller shall deliver or cause to be delivered to the Purchaser:
(i) a counterpart to each Related Document to which such Seller is a party, duly executed and delivered by such Seller or a duly authorized representative of such Seller;
(ii) a non-foreign affidavit, in form and substance reasonably satisfactory to the Purchaser, that complies with Treasury Regulations Section 1.1445-2(b)(2), duly executed and delivered by such Seller, other than Xxxxx Equity, or a duly authorized representative of such Seller, and solely with respect to Xxxxx Equity, a statement issued by Xxxxx Blocker, in form and substance satisfactory to the Purchaser, that complies with Treasury Regulations Section 1.1445-2(c)(3), duly executed by Xxxxx Blocker, certifying that the Xxxxx Blocker Shares are not a U.S. real property interest;
(iii) certificates, if any, representing such Seller’s Acquired Equity Interests; and
(iv) a Non-Competition Agreement or a Non-Solicitation Agreement, as applicable to such Seller, duly executed and delivered by such Seller or a duly authorized representative of such Seller.
(b) Contemporaneously with the execution and delivery of this Agreement, each Blocker Company shall deliver or cause to be delivered to the Purchaser a counterpart to each Related Document to which such Blocker Company is a party, duly executed and delivered by a duly authorized representative of such Blocker Company.
(c) At the Closing, S/T Group shall deliver or cause to be delivered to the Purchaser:
(i) a counterpart to each Related Document to which S/T Group is a party, duly executed and delivered by a duly authorized representative of S/T Group;
(ii) payoff letters (“Payoff Letters”) from each lender to the Funded Indebtedness outstanding as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, evidencing that, if such aggregate amount so identified is paid to such lender on the Closing Date, such Funded Indebtedness shall be repaid in full and that all Liens affecting any real or personal property of any Acquired Company or the Operating Company will be released;
(iii) evidence reasonably satisfactory to the Purchaser that all agreements between the Acquired Companies or the Operating Company, on the one hand, and any Seller or any of their respective Affiliates or Related Persons, on the other hand, have been terminated, at or prior to the Closing, in each case, i...
Additional Closing Deliverables. Parent shall have received (i) a true and correct copy of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, the Merger and all other transactions contemplated thereby and (ii) a long-form good standing certificate for the Company dated a date reasonably prior to the Closing from the Secretary of State of the State of Delaware.
Additional Closing Deliverables. Parent shall have received (i) 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 (ii) a long-form good standing certificate for the Company, dated as of a date that is not more than three (3) Business Days prior to the Closing Date, from the Secretary of the Commonwealth of the Commonwealth of Massachusetts.
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. LEC shall have received the following agreements and documents, each of which shall be in full force and effect:
(a) the Escrow Agreement duly executed by the Seller;
(b) written resignations of all officers (except as otherwise requested by LEC no later than three (3) Business Days prior to the Closing Date) and directors/managers of the Company, to be effective as of the Closing;
(c) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) and IRS form W-9, each with respect to the Seller; and
(d) such other documents, instruments and certificates as LEC may reasonably request.
