Agreement and Documents Clause Samples
Agreement and Documents. At the Closing, the Company shall deliver to Zurvita and Amacore copies of the following agreements and documents, each of which shall be executed and delivered by the other relevant parties thereto, and each of which at the Closing shall be in full force and effect (except as specifically indicated below):
(a) a certificate, executed by the President of the Company, and dated as of the Closing Date, certifying: (i) the Company has satisfied and complied with all of its obligations under this Agreement which are required to consummate the Share Exchange; and (ii) all of the Company’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date;
(b) a certificate, executed by the Secretary of the Company, and dated the Closing Date, certifying: (i) the Company’s Certificate of Incorporation; (ii) the Company’s By-Laws; (iii) the resolutions of the Board of Directors and the shareholders of the Company, as applicable, authorizing the Share Exchange and the transactions contemplated under the Transaction Documents; and (iv) attesting to the incumbency of the officers and directors of the Company; and
(c) an executed letter to the Company’s transfer agent instructing the transfer agent to issue to Amacore a stock certificate representing 9,310,000 shares of the Common Stock.
Agreement and Documents. At the Closing, Pubco shall deliver to the Contributors copies of the following agreements and documents, each of which shall be executed and delivered by the other relevant parties thereto, and each of which at the Closing shall be in full force and effect (except as specifically indicated below):
(a) the Investors’ Rights Agreement executed by Pubco and R▇▇▇▇ ▇▇▇▇▇, which shall become effective when executed and delivered by the Purchasers in connection with the consummation of the Stock Purchase;
(b) a legal opinion, covering the matters listed in the document attached hereto as Exhibit E, addressed to the Contributors from F▇▇▇▇▇▇, W▇▇▇▇▇▇▇▇ & S▇▇▇▇ LLP; and
(c) a certificate, executed by the Secretary of Pubco and dated the Closing Date, as to the certificate of incorporation, certificate of designations and bylaws of Pubco, each as in effect at the Closing, and attaching each thereto.
Agreement and Documents. The Company shall have received the following items from the Vendor, each of which, to the extent applicable, shall be in full force and effect:
(i) a recent certificate of status or similar certificate with respect to the Purchaser, issued by the appropriate Governmental Authority of its jurisdiction of incorporation;
(ii) certified copies of (i) the constating documents and by-laws of the Purchaser; and (ii) the resolutions of the shareholders and the sole director of the Purchaser authorising the purchase of the Purchased Assets pursuant to the terms of the Agreement; and
(iii) a certificate from the Purchaser confirming the covenants in this Agreement made by the Purchaser and the representations and warranties in Article 5 of this Agreement are true and correct in all material respects as at the Closing Date and the Closing Time (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all material respects.)
Agreement and Documents. (a) the Employment Agreement, executed by the Company;
(b) the Escrow Agreement, executed by Parent and the Escrow Agent; and
(c) if practicable, stock certificates representing the Merger Consideration issuable to the Shareholders.
Agreement and Documents. (a) At the Closing, Pubco and MergerSub shall deliver to the Company all of the certificates, opinions, instruments and other documents described or otherwise referred to in Section 5 and/or Section 6 hereof and subsection 11.3(a) hereafter; and
(b) Immediately after the Effective Time, Pubco shall deliver to the Company the resignations of all officers and directors of Pubco, except for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who shall continue to serve as Chief Financial Officer until he resigns or is replaced by Pubco’s board of directors; provided, however, that prior to the resignation of the last of Pubco’s directors, such remaining director shall appoint the five (5) persons set forth on Exhibit B annexed hereto to serve on the board of directors of Pubco immediately after the Effective Time.
Agreement and Documents. SurgiCount and the Shareholders shall have received the following documents, each of which shall be executed and delivered by the other relevant parties hereto, and each of which at the Closing shall be in full force and effect:
(a) the ▇▇▇▇▇▇▇ Consulting Agreement executed by the Surviving Corporation;
Agreement and Documents. At the Closing, TheMaven and MergerSub shall deliver to the Company all of the certificates, instruments, agreements and other documents described or otherwise referred to in Section 5 and/or Section 6 hereof.
Agreement and Documents. This Agreement, together with the applicable policies and Documents referenced herein, establishes the terms and conditions under which SEDNA will provide the SEDNA Platform and any associated Professional Services, to the Customer.
Agreement and Documents. At the Closing, Sirion shall deliver to Sytera copies of the following agreements and documents, each of which shall be executed and delivered by the other parties identified below, and each of which at the Closing shall be in full force and effect:
(a) the Voting Agreement executed by the following holders of Sirion Securities: PharmaBio Development Inc., B▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(b) the Investor Rights Agreement executed by the following holders of Sirion Securities: PharmaBio Development Inc., B▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇;
(c) the Consulting Agreements executed by Sirion;
(d) the Employment Agreements executed by Sirion;
(e) the Noncompetition Agreement executed by Sirion;
(f) the Sytera Escrow Agreement executed by Sirion and the Sirion Shareholders’ Representative;
(g) the Sirion Escrow Agreement executed by Sirion and the Sirion Shareholders’ Representative; and
(h) a legal opinion, in the form attached hereto as Exhibit M, addressed to the holders of Sytera Securities from W▇▇▇ ▇▇▇▇▇▇, P.A.