Ancillary Agreements and Deliveries. The Company and the Stockholders shall have delivered, or caused to be delivered, to the Purchaser the following agreements and documents, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing:
(a) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed stock powers or other instruments of assignment requested by and in form and substance reasonably satisfactory to the Purchaser;
(b) the organizational record books, minute books and corporate seal of the Company;
(c) written resignations of the directors and officers of the Company, effective as of the Closing Date;
(d) a certificate in such form as may be reasonably requested by counsel to the Purchaser that complies with Treasury Regulation Section 1.1445-2(c)(3), accompanied by any appropriate notice to the Internal Revenue Service pursuant to Treasury Regulations Section 1.897-2(h);
(e) evidence, in form and substance reasonably satisfactory to the Purchaser, that each consent, approval, order or authorization of, or registration, declaration or filing with any Person required in connection with the execution, delivery or performance of this Agreement has been obtained or made and is in full force and effect;
(f) written evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.5;
(g) duly executed stock powers and stock transfers in respect of all of the Shares together with the relevant share certificate in respect thereof (or, in the case of any lost, stolen, mutilated or destroyed certificates, an indemnity, in form satisfactory to the Purchaser, and, if requested by the Purchaser, delivery of a bond in such sum as the Purchaser may reasonably direct);
(h) an accredited investor questionnaire, in form reasonably satisfactory to the Purchaser, executed by each Stockholder; and
(i) all other documents required to be entered into by the Company and the Stockholders pursuant to this Agreement or reasonably requested by the Purchaser to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated by this Agreement or any Stockholder Related Agreement.
Ancillary Agreements and Deliveries. The Shareholders shall have delivered, or caused to be delivered, to the Purchaser the documents listed in Section 7.2, each of which shall be in full force and effect.
Ancillary Agreements and Deliveries. The Purchaser shall have delivered, or caused to be delivered, to the Stockholders’ Representative, all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant to this Agreement, each of which shall be in full force and effect as of the Closing and shall not have been amended or modified as of the Closing.
Ancillary Agreements and Deliveries. The Purchaser shall have delivered, or caused to be delivered, to the Seller the items listed in Section 9.3, each of which, in the case of agreements and documents, shall be in full force and effect.
Ancillary Agreements and Deliveries. Raptor shall have delivered, or caused to be delivered, to TPT the items listed on Schedule 6.11 of the Raptor Disclosure Schedule, each of which, in the case of agreements and documents, shall be duly executed and in full force and effect.
Ancillary Agreements and Deliveries. Buyer shall have duly executed and delivered to Seller counterparts of each Ancillary Agreement and have made the deliveries described in Section 5.2(b) and any other agreement, document or certificate it is required to execute and deliver by this Agreement;
Ancillary Agreements and Deliveries. The Company shall have delivered, or caused to be delivered, to Crossbox the following agreements and documents, each of which shall be in full force and effect:
(a) a certificate of non-foreign status that complies with Treasury Regulation Section 1.4445-2(c)(3); and
(b) all other documents required to be entered into by the Company pursuant hereto or reasonably requested by Crossbox to consummate the Merger or the other transactions contemplated by this Agreement.
Ancillary Agreements and Deliveries. Crossbox and Merger Sub shall have delivered, or caused to be delivered, to the Company the following agreements and documents, each of which shall be in full force and effect:
(a) written resignations of the officers and directors of Crossbox, effective as of the Effective Time;
(b) evidence of Crossbox’s approval, as the sole stockholder of Merger Sub, of the adoption of this Agreement and of the transactions contemplated hereby, including the Merger; and
(c) all other documents required to be entered into by Crossbox or Merger Sub pursuant hereto or reasonably requested by the Company to consummate the Merger or the other transactions contemplated by this Agreement.
Ancillary Agreements and Deliveries. Parent shall have delivered, or caused to be delivered, to the Company or the Equityholders’ Representative:
(a) the Escrow Agreement, duly executed by Xxxxxx and the Escrow Agent;
(b) the voting agreement, in the form attached hereto as Exhibit H (the “Voting Agreement”), duly executed by parties thereto, and evidence reasonably satisfactory to the Company that Parent has taken all actions necessary to appoint the designees set forth in Section 2.2 thereof as members of the directors of Parent as of immediately following the Closing;
(c) evidence to the Company that the transactions contemplated by the Contribution and Loan Agreement have been, or concurrently with the Closing will be, effected; and
(d) The Exchange Agreement duly executed by Xxxxxx and Sorrento.
Ancillary Agreements and Deliveries. Beacon shall have delivered, or caused to have been delivered, to Focus the items listed on Part 5.19 of the Beacon Disclosure Schedule, each of which, in the case of agreements and documents, shall be duly executed and in full force and effect.
