Ancillary Agreements and Documents Sample Clauses

Ancillary Agreements and Documents. Parent shall have received the following agreements and documents, each of which shall be in full force and effect: (a) a certificate, dated as of the Closing Date, signed on behalf of the Company, by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacity as officers of the Company and not in their personal capacity (without in any way limiting the rights of the Indemnified Parties relating thereto pursuant to Section 8) representing and warranting after reasonable investigation: (i) that the conditions set forth in Section 5.1 and Section 5.2 have been duly satisfied; and (ii) that each of the representations and warranties made by the Company in this Agreement (a) that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect,” or words of similar import or effect are true and correct in all respects as of the Agreement Date and as of the Closing, as if made on and as of that time, except for representations and warranties made as of a specific date, which are true and correct as of such date, and (b) that are not so qualified by materiality are true and correct in all material respects as of the Agreement Date and as of the Closing, as if made on and as of that time, except for representations and warranties made as of a specific date, which are true and correct in all material respects as of such date, except for each such representation and warranty listed in such certificate (the “Company Compliance Certificate”); (b) written resignations of the directors of the Company other than the director designated by AMCC, effective as of the Effective Time; (c) the Escrow Agreement, executed by the Stockholders’ Representative and the Escrow Agent; (d) a certificate, dated as of the Closing Date, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacity as officers of the Company and not in their personal capacity (without in any way limiting the rights of the Indemnifies Parties relating thereto pursuant to Section 8) certifying, (i) the accuracy as of the Effective Time of the Closing Capitalization Certificate delivered pursuant to Section 4.8; (ii) the Transaction Expenses as of the Effective Time; and (iii) the Tax withholding information delivered pursuant to Section 1.11(f); and (e) a certificate of good standing of the Company in its jurisdiction of incorporation and in each other jurisdiction where it is qua...
AutoNDA by SimpleDocs
Ancillary Agreements and Documents. The Company shall have received the following documents: (a) a certificate, dated as of the Closing Date, signed by the Chief Executive Officer or Chief Financial Officer of Parent representing and warranting that the conditions set forth in Section 6.1 and Section 6.2 have been duly satisfied; and (b) an Escrow Agreement in the form of Exhibit 1.13 executed by Parent and the Escrow Agent.
Ancillary Agreements and Documents. At or prior to the Closing, each Key Stockholder shall execute and deliver to Parent each agreement and document referenced in Section 7 to be executed by such Key Stockholder.
Ancillary Agreements and Documents. This Agreement and all ancillary agreements and documents provided herein shall have been duly executed and delivered by the parties hereto and thereto.
Ancillary Agreements and Documents. You agree and understand that other specific agreements, disclosures, terms and conditions apply to your use of the Ainvest Digital Platforms and your brokerage account. It is your continuing obligation to understand such additional terms and conditions, and you agree to be bound by such terms as are in effect at the time of your use. Such agreements, disclosures, terms and conditions may include, but are not limited to: a. Margin Agreement b. Margin Disclosure Statement c. Penny Stock Statement d. Privacy Policy Statement e. Real Time Quotes f. Business Continuity Plan Summary g. Order Routing
Ancillary Agreements and Documents. The Company shall have received the following documents: (a) a certificate executed by the Chief Executive Officer of Parent as to compliance as of the Closing Date with the conditions set forth in Sections 8.1 and 8.2 hereof; (b) a certificate executed by the Chief Executive Officer of Merger Sub as to compliance as of the Closing Date with the conditions set forth in Sections 8.1 and 8.2 hereof; (c) a Certificate of Good Standing from the Secretary of State of the State of Delaware which is dated within two (2) Business Days prior to Closing with respect to each of the Parent and Merger Sub; and (d) all other documents required to be entered into or delivered by Parent or Merger Sub at or prior to the Closing pursuant hereto.
Ancillary Agreements and Documents. Customer Agrees and understand that other specific DJUHHPHQWV GLVFORVXUHV WHUPV DQG FRQGLWLRQV DS &XVWRPHU¶V EURNHUDJH DFFRXQW ,W LV &XVWRPHU¶V terms and conditions, and Customer Agrees to be bound by such terms as are in effect at the time of &XVWRPHU¶V XVH 6XFK DJUHHPHQWV GLVFORVXUHV WH to: a. Margin Agreement b. Margin Disclosure Statement c. Day Trading Disclosure Statement d. Privacy Policy e. Day Trading Disclosure
AutoNDA by SimpleDocs
Ancillary Agreements and Documents. At or prior to the Closing, each Selling Shareholder shall execute and deliver to Parent and Purchaser each agreement and document referenced in Section 7 to be executed by such Selling Shareholder, and Parent and Purchaser shall each execute and deliver each agreement and document referenced in Section 7 to be executed by such by Parent and/or Purchaser.
Ancillary Agreements and Documents. The Shareholders’ Representative shall have received the following documents: (a) a certificate executed by the chief executive officer or chief financial officer of Parent representing and warranting that the conditions set forth in Sections 7.1 and 7.2 have been duly satisfied; (b) an Escrow Agreement in the form of EXHIBIT H hereto, executed by Parent and the Escrow Agent; (c) all other documents required to be entered into or delivered by Parent or Purchaser at or prior to the Closing pursuant hereto.
Ancillary Agreements and Documents. You agree and understand that other specific agreements, disclosures, terms and conditions apply to your use of the Light Horse Digital Platforms and your brokerage account. It is your continuing obligation to understand such additional terms and conditions, and you agree to be bound by such terms as are in effect at the time of your use. Such agreements, disclosures, terms and conditions may include, but are not limited to: a. Margin Agreement b. Margin Disclosure Statement c. Penny Stock Statement d. Privacy Policy Statement e. Real Time Quotes f. Business Continuity Plan Summary
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!