Additional Closing Deliverables. The Company shall have delivered to counsel to the Investors the following:
Additional Closing Deliverables. LEC shall have received the following agreements and documents, each of which shall be in full force and effect:
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. (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. 2.6.1 At the Additional Closing, the Company will deliver to Gilead:
Additional Closing Deliverables. The Company and each of the Sellers and Buyers shall deliver the other items set forth in Article 5 deliverable at the Closing.
Additional Closing Deliverables. Each of the Persons listed in Section 6.6(b) of the Company Disclosure Schedule shall have duly executed and delivered to Parent their respective counterpart signature pages to (i) the letter agreements, dated as of the Closing Date, with respect to their employment with Merger Sub (on behalf of itself and, from and after the Merger, the Surviving Corporation), copies of which are attached as Exhibit H hereto (collectively, the “Post-Merger Employment Letter Agreements”), (ii) their respective non-competition agreements, dated as of the Closing Date, copies of which are attached as Exhibit I hereto (collectively, the “Post-Merger Non-Competition Agreements”), (iii) their respective stock option agreements, copies of which are attached as Exhibit J hereto (collectively, the “Post-Merger Option Agreements”), and (iv) the Parent Registration Rights Agreement dated as of the Closing Date, between Parent and the other parties thereto, copies of which are attached as Exhibit K hereto (the “Parent Registration Rights Agreement”).
Additional Closing Deliverables. (i) Parent or Merger Sub (on behalf of itself and, from and after the Merger, the Surviving Corporation), as the case may be, shall have duly executed and delivered to each Person listed in Section 6.6(b) of the Company Disclosure Schedule the counterpart signature page of Parent or Merger Sub, as the case may be, to (i) such Person’s Post-Merger Employment Letter Agreement, (ii) such Person’s Post-Merger Non-Competition Agreement, and (iii) such Person’s Post-Merger Option Agreement.
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.
