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Common use of At the Closing Clause in Contracts

At the Closing. (1) The Agent shall deliver, on behalf of the Sellers, to the Purchasers the following: (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments of transfer in form and substance reasonably satisfactory to the Purchasers; (B) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (D) resignation letters dated the Closing Date from all the current officers and directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counsel. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Netfabric Holdings, Inc), Stock Purchase Agreement (Netfabric Holdings, Inc), Stock Purchase Agreement (Netfabric Holdings, Inc)

At the Closing. (1) The Agent At the Closing, Seller shall deliver, on behalf of the Sellers, deliver or cause to the Purchasers the followingbe delivered to Purchaser: (Ai) stock certificates evidencing representing the Purchased Shares, duly endorsed in blank or accompanied by stock powers duly executed for transfer to Purchaser, in blank, signature medallion guaranteed, with any other instruments each case free and clear of transfer in form and substance reasonably satisfactory to the Purchasers; all Encumbrances (B) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (D) resignation letters dated the Closing Date from all the current officers and directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as restrictions on the Chief Financial Officer transfer of securities arising under applicable securities Laws and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”any Encumbrances created by Purchaser); (Eii) resolutions duly authorized by stock certificates representing the Board Holdings Shares, the Company Shares and, if certificated, the shares of Directors each Subsidiary of the Company authorizing in existence at Closing, in each case free and clear of all Encumbrances (other than restrictions on the execution transfer of securities arising under applicable securities Laws and any Encumbrances created by Purchaser); (iii) a certificate signed by the Secretary of Seller, dated as of the Closing Date, certifying to: (i) resolutions of the board of directors of Seller approving the sale of the Purchased Shares and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereinContemplated Transactions; and (ii) incumbency and signature of the officers of Seller executing this Agreement and any other certificate or document delivered by Seller in connection with this Agreement; (Fiv) resolutions duly authorized a certificate, dated as of the Closing Date and signed by the Board President or Chief Financial Officer of Directors Seller, that each of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President conditions set forth in Section 6.2(a), Section 6.2(b), Section 6.2(c) and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10Section 6.2(e) days after the Information Statement is filed and mailed to the stockholders of the Companyhas been satisfied; (Gv) all evidence that the books GSO Payoff Amount has been paid in full and records of that the Company, including copies of all tax returns, board GSO Release Letters are in full force and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closingeffect; and (Ivi) such other documents as may be required a certificate or certificates, in compliance with Treasury Regulations Section 1.1445-2(c), certifying that the transactions contemplated hereby are exempt from withholding under applicable law or reasonably requested by Section 1445 of the Purchasers or their counselCode, and a statement in compliance with Treasury Regulations Section 1.897-2(h). (2vii) letters of resignation in form and substance reasonably acceptable to Purchaser shall deliver and duly executed by those directors and officers of the Genesis Companies identified on Schedule 2.6(b)(vii); (viii) an amendment to that certain Game Content License Agreement, dated as of February 11, 2015, by and between the Agent Company and Seller (the Purchase Price by wire transfer of immediately available funds to an account designated “Game Content License Agreement”), in the form set forth on Schedule 2.6(b)(viii), duly executed by the AgentCompany and Seller; (ix) evidence in form and substance reasonably acceptable to Purchaser that the Company has obtained the third party consents from the Governmental Authorities and other Persons set forth on Schedule 2.6(b)(ix); (x) evidence in form and substance reasonably acceptable to Purchaser that the Related Party Transactions Terminations have been, or, simultaneous with the Closing shall be, effected; and (xi) evidence in form and substance reasonably acceptable to Purchaser that the Redemption has been effected.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Amaya Inc.), Stock Purchase Agreement (AP Gaming Holdco, Inc.)

At the Closing. (1) The Agent a. the Company shall deliver, on behalf have delivered the up-to-date shareholders’ register of the Sellers, Company to the Purchasers Notary; b. the following:Company shall have delivered an executed management rights letter satisfactory to Viking and GA; (A) stock certificates evidencing c. the SharesParties shall have delivered to the Notary powers of attorney duly executed by them, duly endorsed in blank or and to the extent required by the Notary, legalized and apostilled and accompanied by stock powers duly executed an authority statement, in blank, signature medallion guaranteed, with any other instruments each case authorizing their respective representatives or the Notary to attend to and execute the Deed of transfer in form and substance reasonably satisfactory to the PurchasersIssue; d. the Company shall have delivered executed IPO Allocation Letters to GA and Viking in the form attached to this Agreement as Schedule 13 (B) any documentary evidence of the due recordation in IPO Allocation Letters); e. the Company’s share register shareholders shall have provided to the Notary an executed written resolution of each Purchaserthe General Meeting of the Company: i. to approve the Investment and that the Company enters into the Shareholders Agreement and all documents referred to therein or ancillary thereto; ii. to issue the Series C Shares; iii. to amend and restate the Articles in accordance with the deed of amendment of the Articles attached as Schedule 6 (Articles of Association); iv. to waive any pre-emptive rights or rights of first refusal of the shareholders of the Company in connection with the issuance of the Series C Shares; and v. to amend the Company’s full 2016 Equity Incentive Plan, as amended and unrestricted title restated from time to time, to, among other things, increase the number of Shares indicated next to such Purchaser’s name unallocated incentive awards with 1,000,000 following the Closing on Schedule B; (C) a shareholders’ listpost money basis, dated not more then two (2) days before so that the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by total unallocated portion immediately following the current transfer agent Closing shall represent 5.02% of the Company’s fully diluted capitalization. the “Shareholders Resolution”; f. the Parties shall have executed the Shareholders Agreement (D) resignation letters dated attached as Schedule 4 (Shareholders Agreement)); and subject to the Notary having received all documents required by him, at the Closing Date from all Date: g. the current officers and directors Parties shall instruct the Notary to proceed with the Closing in accordance with the Notary Letter; h. the Notary shall execute the deed of amendment of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director Articles of Association of the Company, which shall Company so that the Articles of Association will be effective ten in the form as set out in Schedule 6 (10) days after the mailing Articles of an information statement pursuant to Rule 14f-1 (the “Information Statement”Association); (E) resolutions duly authorized i. the Series C Shares shall be issued to the Subscribers through the execution of the Deed of Issue by the Board of Directors Notary; j. the Company shall register the issue of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinSeries C Shares in its shareholders’ register; (F) resolutions duly authorized by k. the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx Parties shall take such action and sign such documents as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed shall be required to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before effectuate the Closing; and l. the Subscribers shall receive from NautaDutilh N.V., Netherlands counsel for the Company, an opinion, dated as of the Closing Date, in substantially the form attached as Schedule 10 (IOpinion of Dutch Counsel) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselhereto. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Share Subscription Agreement (Pharvaris, B.V.)

At the Closing. (1i) The Agent Sellers shall deliver, on behalf deliver to Buyer certificates registered in Buyer’s (or its designated permitted assigns) name (to the extent consistent with Applicable Law) representing all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing the SharesStock, duly endorsed in blank or accompanied by duly executed stock powers duly in blank in proper form for transfer or share transfer forms executed in blank, signature medallion guaranteed, with by the relevant Seller and free and clear of any Encumbrances (other instruments of than restrictions on transfer in form and substance reasonably satisfactory to the Purchasersunder applicable securities laws); (Bii) any documentary evidence Sellers shall deliver to Buyer such appropriately executed assignments, releases, terminations and other documentation evidencing the release or termination of (1) all Encumbrances on the due recordation in Stock (other than restrictions on transfer under applicable securities laws) and (2) all Encumbrances relating to Indebtedness of Third Parties on the Company’s share register assets of each Purchaser’s full Company and unrestricted title each Subsidiary of a Company that are required to the number of Shares indicated next be terminated pursuant to such Purchaser’s name on Schedule BSection 5.14 hereof (other than Permitted Encumbrances); (Ciii) a shareholders’ listBuyer shall deliver to Parent on behalf of Sellers the Closing Date Purchase Price, dated less the Closing Escrow Amount, in accordance with Section 2.2(c) hereof, in U.S. dollars (except that with respect to the Companies or their Subsidiaries set forth in Section 2.2(b)(iii) of the Parent Disclosure Schedule, Buyer shall deliver to Parent that portion of the Closing Date Purchase Price with respect to Companies or their Subsidiaries that are not more then Retained Entities/Assets in the amounts and the currencies set forth opposite such Companies or Subsidiaries, as the case may be, in such Section 2.2(b)(iii) of the Parent Disclosure Schedule rather than the amount of U.S. dollars set forth opposite such Companies or Subsidiaries in such Section), in each case in immediately available funds by wire transfer to an account or accounts specified in writing by Parent no later than two (2) days before Business Days prior to the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the CompanyClosing Date; (Div) resignation letters dated Buyer and Parent shall each deliver to the Closing Date from all other (1) the current officers and directors of duly executed lease substantially in the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining form attached hereto as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 Exhibit A (the “Information StatementMeadow Lea Lease”), (2) the duly executed TCM and IT Transition Services Agreement substantially in the form attached hereto as Exhibit B (the “TCM Agreement”), (3) to the extent that there are Retained Entities/Assets in accordance with Section 2.2(c) hereof, the duly executed Escrow Agreement substantially in the Form attached hereto as Exhibit C (the “Escrow Agreement”) and (4) the duly executed Serrol Ingredients Supply Agreement substantially in the form attached hereto as Exhibit D (the “Serrol Agreement” and, together with the Meadow Lea Lease, the TCM Agreement and the Escrow Agreement, the “Ancillary Agreements”); (Ev) resolutions duly authorized by the Board of Directors of the Company authorizing the execution Parent shall deliver, or cause to be delivered, and delivery of this Agreement Buyer shall deliver, or cause to be delivered, such other instruments, documents and the consummation of certificates as may be reasonably necessary to effectuate the transactions contemplated hereinhereby; (Fvi) resolutions duly authorized by if there are Retained Entities/Assets in accordance with Section 2.2(c) hereof, Buyer shall deposit into the Board Escrow Account the aggregate amount of Directors cash and in the currency set forth opposite the name of each Retained Entity/Asset set forth in Section 2.2(b)(iii) of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of Parent Disclosure Schedule (the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing“Closing Escrow Amount”); and (Ivii) such other documents as may be required under applicable law or reasonably requested a letter, (i) from and duly executed by an authorized officer of Dalesund Limited (“Dalesund”) in the Purchasers or their counselform of Exhibit E (the “Dalesund Waiver”), and (ii) from and duly executed by an authorized officer of ABF Investments Limited (“ABF Investments”) in the form of Exhibit F (the “ABF Waiver”). (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Burns Philp & Co LTD)

At the Closing. (1) 1.2.1.1 The Agent Shareholders shall deliver, on behalf deliver to Purchaser: - one duly executed counterpart of this Agreement; - proof of powers of the Sellers, to person(s) executing the Purchasers Agreement and representing any individual or corporate Shareholders at the following: (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers Closing; - duly executed in blank, signature medallion guaranteed, with any other instruments of stock transfer in form and substance reasonably powers satisfactory to Purchaser and its counsel; - the Purchasersoriginal share registry of the Company ("Comptes d'Actionnaires" and "Registre des Mouvements des Titres"); (B) any documentary evidence - a copy of the due recordation in Articles of Incorporation / Bylaws ("Statuts") of the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, Company certified by the current transfer agent President; - duly executed resignations of all members of the Company; (D) resignation letters dated the Closing Date from all the current officers board of directors and directors of the Companylegal representatives (Nathalie Perrio-Combeaux, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as Patrick van Bloeme and Etienne IRIX), xxxx xxxxxxations to txxx xxxxxx xx xxx Closixx Xxxx; - evidence satisfactory to Purchaser and its counsel that all outstanding warrants and stock options have been cancelled; - evidence satisfactory to Purchaser and its counsel that the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director general shareholders meeting of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized Company was convened by the Board of Directors of in order to change the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director form of the Company and appointing Xxxxxxx X. Xxxxappoint its new representative as a consequence of this Agreement; - evidence satisfactory to Purchaser and its counsel that the Shareholders Agreement dated September 21, 2001 has been terminated or shall be terminated effective on the Closing Date as a consequence of the Acquisition; - evidence satisfactory to Purchaser and its counsel that Nathalie Perrio-Combeaux and Patrick van Bloeme have been duxx xxxxxxxxx xx Shareholders' Xxxxxxxxxxxxxxx xs provided in Article 8 hereof; - employment contracts of Nathalie Perrio-Combeaux and Patrick van Bloeme satisfactory xx Xxxxxxxxx xnd to Nathalie Xxxxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued xnd Patrick van Bloeme executed by xxx Xxxxxxx xxx by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselsaid pxxxxxx. (2) 1.2.1.2 Purchaser shall deliver to the Agent Shareholders or to their duly designated Representative(s): - Eight duly executed counterparts of this Agreement; - proof of powers of the Purchase Price person(s) executing the Agreement and representing Purchaser at the Closing; - evidence satisfactory to the Shareholders and their Counsel of payment by wire transfer of immediately available funds the cash portion of the Initial Purchase Price and of delivery to an account designated by the AgentShareholders of certificates representing the Purchaser Shares (as hereinafter defined) portion of the Initial Purchase Price; - a bank guarantee, established in accordance with the provisions of Section 2.3 hereof, satisfactory to the Shareholders and their counsel, as : - guarantee of the obligation of Purchaser to make any payment which may become due to the Shareholders under Sections 2.1.2 and 2.2.2 (Contingent Purchase Price) of this Agreement ; - guarantee of the obligation of Purchaser to make any payment which may become due to the Shareholders under Sections 2.2.1.2 and 7.6 (Retained Purchase Price); _ guarantee of the obligation of the Purchaser to make any payment which may become due to the Shareholders under Section 6.8(l). 1.2.1.3 Purchaser shall deliver to Nathalie Perrio-Combeaux: - notification of grant to Nathalie Xxxxxx-Xxxxxxxx of options to subscribe 50,000 sharxx xx Xxxxxxxxx option agreements and a copy of Purchaser's Stock Option Plan.

Appears in 1 contract

Samples: Share Purchase Agreement (Harris Interactive Inc)

At the Closing. (1i) The Agent shall deliver, on behalf each of the Sellers, Sellers shall deliver to the Purchasers the following: Buyer (A) stock free and clear of all Encumbrances (as defined in Section 2.1(d) hereof), one or more certificates evidencing representing the number of Company Shares (other than Retained Shares) set forth opposite such Seller's name under the appropriate column on Schedule I hereto, in negotiable form and duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any or other instruments of transfer duly executed in form and substance reasonably satisfactory to blank by such Seller, and, at the Purchasers; Sellers' expense, accompanied by all requisite stock transfer stamps, (B) any documentary evidence a release in the form of Exhibit A executed as of the due recordation in the Company’s share register of Closing Date by each Purchaser’s full such Seller (collectively, "Sellers' Releases"), and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ listnoncompetition agreement in the form of Exhibit B, dated not more then two (2) days before the Closing, including names and addresses executed as of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (D) resignation letters dated the Closing Date from all the current officers and directors of the Companyby each such Seller, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as Xxxx Xxxxxx and the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director Founders (collectively, the "Noncompetition Agreements"); (ii) each of the CompanyFounders shall deliver to Buyer (A) the non-competition agreements in the forms of Exhibits C and D hereto, which shall be effective ten respectively, executed as of the Closing Date by each of them (10collectively, the "Founders' Non-Competition Agreements") days after and (B) the mailing employment agreements in the forms of an information statement pursuant to Rule 14f-1 Exhibits E and F hereto, respectively, executed as of the Closing Date by each of them (collectively, the “Information Statement”"Founders' Employment Agreements"); ; (Eiii) resolutions duly authorized by each of the Board of Directors Sellers (other than the Founders and Xxxx Xxxxxx) who are employees of the Company authorizing (collectively, the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (F"Key Employees") resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counsel. (2) Purchaser shall deliver to Buyer severance agreements in the Agent forms of Exhibits G through J hereto, respectively, executed as of the Purchase Price Closing Date by wire transfer each of immediately available funds them (the "Key Employees' Severance Agreements"); and (iv) each of the Sellers designated on Schedule I hereto as the owner of Retained Shares shall execute and deliver to an account designated by Buyer the AgentStockholder Agreement in the form of Exhibit K hereto (the "Stockholder Agreement"), executed as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Axsys Technologies Inc)

At the Closing. (1i) The Agent Holdco shall deliver, on behalf of the Sellersor cause to be delivered, to the Purchasers the followingSkynet: (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments of transfer in form and substance reasonably satisfactory to issued certificates representing the PurchasersTransfer Shares; (B) any documentary evidence cash payments required to be made by Holdco and/or PSP at the Closing pursuant to Section 2.5(a)(iii) and Section 1.1(a) of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ listAncillary Agreement, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (D) resignation letters dated the Closing Date from all the current officers and directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counsel. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an the bank account or accounts designated by Skynet in writing not less than three (3) Business Day prior to the AgentClosing Date; (C) certificates signed by a duly authorized officer of Holdco certifying to the effect that each of the conditions specified in Sections 5.3(a) and 5.3(b) have been satisfied in all respects; (D) the Assignment and Assumption Agreement, duly executed by Holdco; (E) the Bxxx of Sale, duly executed by Holdco. (ii) Skynet shall deliver, or cause to be delivered, to Holdco: (A) any cash payments required to be made by Parent at the Closing pursuant to Sections 2.5(b) and Section 1.1(b) of the Ancillary Agreement, by wire transfer of immediately available funds to the bank account or accounts designated by Holdco in writing not less than three (3) Business Day prior to the Closing Date; (B) certificates signed by a duly authorized officer of Skynet certifying to the effect that each of the conditions specified in Sections 5.2(a) and 5.2(b) have been satisfied in all respects; (C) the Assignment and Assumption Agreement, duly executed by Skynet; and (D) the Bxxx of Sale, duly executed by Skynet, (E) copies of resolutions, certified by the Secretary of each of the Parent and Skynet as to the authorization (as applicable) of the Transaction Agreements and all of the transactions contemplated thereby; (F) affidavit of non-foreign status of Skynet that complies with section 1445 of the Code; (G) evidence of the termination of each Terminated Contract; (H) evidence of the release of all Liens described in clause (e) of the definition of Permitted Liens on the Transferred Property; and (I) evidence that the “Telstar-11 Loan” identified in Section 3.1(w) of the Skynet Disclosure Letter has been capitalized to equity of Skynet.

Appears in 1 contract

Samples: Asset Transfer Agreement (Loral Space & Communications Inc.)

At the Closing. (1i) The Agent the Buyer or the Acquisition Sub shall deliver, on behalf of the Sellers, deliver to the Purchasers the following: Seller, (A) stock by wire transfer to a bank account designated in writing by the Seller to the Buyer or the Acquisition Sub at least two Business Days prior to the Closing Date, an amount equal to (I) the Purchase Price in immediately available funds in United States dollars or (II) the Cash Purchase Price in immediately available funds in United States dollars and (B) all other documents, instruments or certificates evidencing required to be delivered by the Buyer and the Acquisition Sub at the Closing pursuant to this Agreement (which deliveries shall include, without limitation, in the event that the wire transfer under subsection (A)(II) above is made, the fully completed and executed Promissory Note); and (ii) the Seller shall deliver or cause to be delivered to the Acquisition Sub (A) certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly executed endorsed in blank, signature medallion guaranteedblank in proper form for transfer, with any other instruments of appropriate transfer in form and substance reasonably satisfactory to the Purchasers; stamps, if any, affixed, (B) any documentary evidence all other documents and instruments necessary to vest in the Acquisition Sub all of the due recordation Seller's right, title and interest in the Company’s share register of each Purchaser’s full and unrestricted title to the number Shares, free and clear of Shares indicated next to such Purchaser’s name on Schedule B; all Encumbrances (other than Encumbrances created or permitted by the Buyer or the Acquisition Sub), (C) a shareholders’ listduly signed resignations, dated not more then two (2) days before effective as of the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent all members of the Company; 's board of directors and officers not entering into new employment agreements with the Company, (D) resignation letters dated the Closing Date from all the current officers minute books, stock book, ledgers and directors of the Companyregisters, corporate seals and other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and similar corporate records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (HE) a certificate of good standing certificate of the Company issued by the Secretary of State of the State of Delaware California, and the State of New Jersey dated not more than two (2F) days before the Closing; and (I) such all other documents as may documents, instruments or certificates required to be required under applicable law or reasonably requested delivered by the Purchasers or their counselSeller at the Closing pursuant to this Agreement. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (I Flow Corp /De/)

At the Closing. (1i) The Agent each Selling Shareholder shall deliver, on behalf deliver to the Purchaser the stock certificate or certificates representing all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing the SharesShares held by such Selling Shareholder, duly endorsed in blank (or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments stock powers) and the Purchaser shall deliver to such Selling Shareholder a stock certificate representing the shares of transfer in form and substance reasonably satisfactory Purchaser Common Stock to be issued to such Selling Shareholder pursuant to Section 1.1(a) less the PurchasersIndemnity Shares; (Bii) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title Purchaser shall deliver to the number Escrow Agent, to be held in escrow, a stock certificate representing the shares of Shares indicated next Purchaser Common Stock to such Purchaser’s name on Schedule Bbe withheld pursuant to Section 1.3; (iii) each Selling Shareholder shall deliver to Purchaser an executed Investor Qualification Questionnaire in the form of Exhibit C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (Div) resignation letters the Purchaser, each Selling Shareholder and the Escrow Agent shall execute and deliver to the other an Escrow Agreement substantially in the form of Exhibit B attached hereto (the "Escrow Agreement"); (v) the Purchaser shall receive an opinion letter from Company counsel, dated the Closing Date, in the form of Exhibit D. (vi) the Selling Shareholders shall receive an opinion letter from Purchaser's counsel, dated the Closing Date in the form of Exhibit F. (vii) the Purchaser shall receive a certificate of estoppel in a form acceptable to Purchaser from all landlords and/or lenders with respect to owned or leased real property dated no earlier than three days before the current officers Closing Date. (viii) each of Xxxxxx Xxxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxxx shall execute and deliver an Employment Agreement substantially in the form of Exhibit E; (ix) the Selling Shareholders shall cause to be delivered to the Purchaser written resignations, effective as of the Closing Date, indicating that each of the members of the board of directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] Company has resigned as a director member of the board of directors and, except as contemplated by Section 1.4(b)(viii), each officer of the Company has resigned as an Officer of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”);; and (Ex) resolutions duly authorized by the Board of Directors each of the Company authorizing Selling Shareholders shall execute and deliver to the execution and delivery of this Agreement and Purchaser such other documents as the Purchaser may reasonably request in order to facilitate the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselthis Agreement. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Plan of Reorganization and Stock Purchase Agreement (Javelin Systems Inc)

At the Closing. (1) The Agent Sellers shall deliver, on behalf of the Sellers, deliver to the Purchasers the following: (A) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any or other instruments of transfer in form and substance reasonably satisfactory to the Purchasers; , (B) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s Purchasers’ full and unrestricted title to the number Shares, and (C) such other documents as may be required under applicable law or reasonably requested by Purchaser. (2) The Principals shall deliver to Xxxxx Xxxxx & Associates, PLLC, as escrow agnet for the Purchasers, (A) resignation letters from the sole officers and directors of Shares indicated next the Company (resignation letter from Xxxxxxxxx Xxxxxxxx as a director shall be effective 10 days after the mailing of an information statement pursuant to such Purchaser’s name on Schedule Rule 14f-1); (B; ) letter executed by the Company informing Nevada Agency & Transfer Company, the transfer agent for the Company, that the President of the Company is now Xxxx Xxxxx and that the transfer agent shall not take any instructions, including issuing certificates or clearing any legended certificates, from any person other than said individual; (C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; ; (D) resignation letters dated the Closing Date from all the current officers and directors any documentary evidence of the due recordation in the Company’s share register of Purchasers’ full and unrestricted title to the Shares, other than (E) a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director legal opinion on behalf of the CompanySellers opining that the offer and sale of the Shares is exempt from the registration requirements of the Securities Act of 1933, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 as amended (the “Information StatementSecurities Act”); (E) resolutions duly authorized by , that the Board Shares which are freely tradeable shall remain as such and other matters customary of Directors of the Company authorizing the execution and delivery a transaction of this Agreement and the consummation of the transactions contemplated herein; nature (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board Company and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (IG) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselPurchaser. (23) Purchaser Purchasers shall deliver to the Agent Sellers the Purchase Price by wire transfer of immediately available funds to an escrow account designated by the AgentSellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Powersafe Technology Corp)

At the Closing. (1i) The Agent shall deliver, on behalf Seller will deliver or cause to be delivered to Buyer all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing representing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by duly executed stock powers duly executed in blankwith requisite stock transfer tax stamps, signature medallion guaranteedif any, with any other instruments of transfer in form and substance reasonably satisfactory to the Purchasersattached; (B) any documentary evidence of the due recordation duly executed noncompetition agreements substantially in the Company’s share register form attached as Exhibit A and duly executed releases substantially in the form attached as Exhibit B, from each of each Purchaser’s full Seller, Dxxx X. Xxxx, Rxxxx Xxxxxxx, Mxxxxxx X. Xxxx, Dxxxxxx Xxxx, Dxxxxx X. Xxxx, Xx. and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule BCxxxx Xxxxx; (C) a shareholders’ listduly executed release, dated not more then two (2) days before the Closingin form and substance satisfactory to Buyer, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Companyfrom Rxxxxxx Xxxxxxx; (D) resignation letters dated a duly executed spousal consent, substantially in the Closing Date form attached as Exhibit C, from all the current officers and directors of the CompanySeller's spouse, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Dxxx X. Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions a duly authorized by executed residual buyout agreement, substantially in the Board of Directors of the Company authorizing the execution form attached as Exhibit D, from Rxxxx Xxxxxxx, Mxxxxxx X. Xxxx, Cxxxx Xxxxx, Dxxxxxx Xxxx and delivery of this Agreement and the consummation of the transactions contemplated hereinDxxxxx X. Xxxx, Xx.; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of original releases of, or written authorizations from the Company's creditors to release, all Encumbrances on the Company's assets other than the Permitted Encumbrances; (G) all an opinion of Seller's counsel substantially in the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accountsform attached as Exhibit E; (H) a good standing certificate issued by the Secretary of State Company's minute books, stock transfer records, corporate seal (if any) and other materials related to the Company's corporate administration; (I) written resignations, effective as of the State Closing, from each of Delaware the Company's officers and directors and the State employees listed on Exhibit F; (J) written evidence satisfactory to Seller, in its sole discretion, documenting the full and complete discharge of New Jersey dated not more all liabilities and obligations of the Company as of the Closing Date other than two the Retained Liabilities; (2K) days before a written consent, in form and substance satisfactory to Buyer, from each landlord pursuant to the ClosingReal Property Leases; and (IL) such other certificates, documents and instruments as Buyer may be required under applicable law or reasonably requested by request related to the Purchasers or their counseltransactions contemplated hereby. (ii) Buyer will deliver or cause to be delivered to Seller all of the following: (A) the Initial Payment by (1) paying to Bank of America, N.A., the entire unpaid balance of the Company's indebtedness (plus all accrued interest thereon) as of the Closing Date owing to such creditor, (2) Purchaser shall deliver paying to Rxxxxxx Xxxxxxx the Agent entire unpaid balance of the Purchase Price Company's indebtedness (plus all accrued interest thereon) owing to such creditor, (3) paying to General Motors Acceptance Corporation the entire unpaid balance of the Company's indebtedness (plus all accrued interest thereon) as of the Closing Date owing to such creditor, (4) depositing $224,617.74 in a trust account with Hxxxxxx, Kirtley, Kelley, Horngren & Jxxxx, LLP for purposes of discharging the Company's and/or Seller's obligations to Triton Systems, Inc., Caterpillar Financial Services Corporation and the fees and expenses of Seller's counsel and accountant, which amount is to be held in escrow pursuant to a letter agreement in form and substance satisfactory to Seller and Buyer, and (5) paying to Seller the remaining balance of the Initial Payment by wire transfer of in immediately available funds to an account designated in writing by Seller; and (B) a duly executed residual buyout agreement, substantially in the Agentform attached as Exhibit D, from Rxxxx Xxxxxxx, Mxxxxxx X. Xxxx, Cxxxx Xxxxx, Dxxxxxx Xxxx and Dxxxxx X. Xxxx, Xx.; (C) such other certificates, documents and instruments as Seller may reasonably request related to the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Efunds Corp)

At the Closing. (1i) The Agent shall deliver, on behalf Seller will deliver or cause to be delivered to Buyer all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing representing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by duly executed stock powers duly executed in blankwith requisite stock transfer tax stamps, signature medallion guaranteedif any, with any other instruments of transfer in form and substance reasonably satisfactory to the Purchasersattached; (B) any documentary evidence of the due recordation a duly executed noncompetition agreement substantially in the Company’s share register of each Purchaser’s full form attached as Exhibit A and unrestricted title to a duly executed release substantially in the number of Shares indicated next to such Purchaser’s name on Schedule form attached as Exhibit B, from Seller and Mxxxxxx Xxxxxxxx; (C) a shareholders’ listduly executed spousal consent, dated not more then two (2) days before substantially in the Closingform attached as Exhibit C, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Companyfrom Mxxxxxx Xxxxxxxx; (D) resignation letters dated a duly executed lease agreement, substantially in the Closing Date form attached as Exhibit D, from all the current officers and directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”)Seller; (E) resolutions duly authorized by a certificate of Seller dated the Board of Directors of Closing Date stating that the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinconditions set forth in Section 5.01 have been satisfied; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of original releases of, or written authorizations from the Company's creditors to release, all Encumbrances on the Company's assets other than the Permitted Encumbrances and the Newcourt Encumbrance, subject to Section 4.12; (G) all an opinion of Seller's counsel substantially in the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accountsform attached as Exhibit E; (H) a good standing certificate issued by the Secretary of State Company's minute books, stock transfer records, corporate seal (if any) and other materials related to the Company's corporate administration; (I) written resignations, effective as of the State Closing Date, from each of Delaware the Company's officers and directors; (J) written evidence satisfactory to Seller, in its sole discretion, documenting (1) the State full and complete discharge of New Jersey dated not more all liabilities and obligations of the Company as of the Effective Date other than two the Retained Liabilities and (2) days before the Closingdistribution or other disposition of all of the Excluded Assets; and (IK) such other certificates, documents and instruments as Buyer may be required under applicable law or reasonably requested by request related to the Purchasers or their counseltransactions contemplated hereby. (ii) Buyer will deliver or cause to be delivered all of the following: (A) the Initial Payment by (1) paying to the appropriate creditors the unpaid balance of the Company's indebtedness (plus all accrued interest thereon) as of the Closing Date with respect to the Ford Expeditions that are included in the Excluded Assets and (2) Purchaser shall deliver paying to Seller the Agent remaining balance of the Purchase Price Initial Payment by wire transfer of in immediately available funds to an account designated in writing by Seller; (B) to Seller, a certificate of Buyer dated the AgentClosing Date stating that the conditions set forth in Section 5.02 have been satisfied; and (C) to Seller, such other certificates, documents and instruments as Seller may reasonably request related to the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Efunds Corp)

At the Closing. (1) The Agent the Sellers shall deliver, on behalf deliver to the Purchaser all of the Sellersfollowing (and execute or cause to be executed, to the Purchasers extent that the followingSellers or any of their Subsidiaries is a party thereto): a) a certificate evidencing the transfer of the Assigned Securities to the Purchaser; b) certificates of an executive officer of the Seller, certifying fulfillment of the conditions to the Sellers’ obligations to consummate the transactions contemplated hereby described in Section 5.6; c) all relevant documentation restructuring management of the Associations namely: (Ai) stock certificates evidencing the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments of transfer in form and substance reasonably satisfactory to the Purchasers; (B) any documentary evidence Minutes of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholdersmemberslist, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent General Meetings of the Company; (D) resignation letters dated Associations appointing the Closing Date from all the current officers and directors members of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer Associations and a resignation letter from [Xxxxx Xxxx] as a director members of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized by the Board of Directors of the Company authorizing Associations designated by the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinPurchaser; (Fii) resolutions duly authorized by Minutes of the Board of Directors of the Company Associations appointing Xxxxxxxxx Xxxxxxxxxx as President and a director members of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued Associations designated by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the ClosingPurchaser; and (Iiii) such other documents Letters of resignation effective as may be required under applicable law or reasonably requested of the Closing Date, of those members of the Associations and those members of the board of directors of the Associations specified by the Purchasers Purchaser, in writing, prior to Closing. d) the letters of resignations, effective as of the Closing, of those Company’s directors and officers specified by the Purchaser in writing, prior to Closing together with duly executed share transfer forms (or their counsel.equivalent) for any securities held by such directors and officers in any Company; (2e) Purchaser shall deliver the minutes of a duly called meeting of the board of directors and shareholders meeting of the Companies with respect to the Agent appointment of new directors and officers and, if the Purchase Price by wire transfer case may be, authorizing the sale of immediately available funds the Assigned Securities to an account designated by the Agent.Purchaser; f) appropriate evidence of the termination of all intercompany agreements, debts, or pledges between the Target Entities and CEC or any Affiliates of CEC, other than the Target Entities, except for the post-Closing services in accordance with the provisions of Section 5.3.2 (f) of the Disclosure Letter; and;

Appears in 1 contract

Samples: Securities Purchase Agreement (Career Education Corp)

At the Closing. (1i) The Agent each Selling Shareholder shall deliver, on behalf deliver to the Purchaser the stock certificate or certificates representing all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing the SharesShares held by such Selling Shareholder, duly endorsed in blank (or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments stock powers) and the Purchaser shall deliver to such Selling Shareholder a stock certificate representing the shares of transfer in form and substance reasonably satisfactory Purchaser Common Stock to be issued to such Selling Shareholder pursuant to Section 1.1(a) less the PurchasersIndemnity Shares; (Bii) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title Purchaser shall deliver to the number Escrow Agent, to be held in escrow, a stock certificate representing the shares of Shares indicated next Purchaser Common Stock to such Purchaser’s name on Schedule Bbe withheld pursuant to Section 1.3; (iii) each Selling Shareholder shall deliver to Purchaser an executed Investor Qualification Questionnaire in the form of Exhibit C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the Company; (Div) resignation letters the Purchaser, each Selling Shareholder and the Escrow Agent shall execute and deliver to the other an Escrow Agreement substantially in the form of Exhibit B attached hereto (the "Escrow Agreement"); (v) the Purchaser shall receive an opinion letter from Company counsel, dated the Closing Date, in the form of Exhibit D. (vi) the Selling Shareholders shall receive an opinion letter from Purchaser's counsel, dated the Closing Date in the form of Exhibit F. (vii) the Purchaser shall receive a certificate of estoppel in a form acceptable to Purchaser from all landlords and/or lenders with respect to owned or leased real property dated no earlier than three days before the current officers Closing Date. (viii) each of Robexx Xxxxxxx, Xxbexx Xxxx, Xxlixxx Xxxx xxx Chrix Xxxxxxx xxxll execute and deliver an Employment Agreement substantially in the form of Exhibit E; (ix) the Selling Shareholders shall cause to be delivered to the Purchaser written resignations, effective as of the Closing Date, indicating that each of the members of the board of directors of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] Company has resigned as a director member of the board of directors and, except as contemplated by Section 1.4(b)(viii), each officer of the Company has resigned as an Officer of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”);; and (Ex) resolutions duly authorized by the Board of Directors each of the Company authorizing Selling Shareholders shall execute and deliver to the execution and delivery of this Agreement and Purchaser such other documents as the Purchaser may reasonably request in order to facilitate the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselthis Agreement. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Plan of Reorganization and Stock Purchase Agreement (Nichols Robert D)

At the Closing. (1i) The Agent each Selling Shareholder shall deliver, on behalf deliver to the Purchaser the stock certificate or certificates representing all of the Sellers, to the Purchasers the following: (A) stock certificates evidencing the SharesShares owned by such Selling Shareholder, duly endorsed in blank (or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments of transfer in form stock powers) and substance reasonably satisfactory the Purchaser shall deliver to the PurchasersAgent stock certificates representing the shares of Purchaser Common Stock to be issued pursuant to Section 1.1(a) less the Indemnity Shares; (Bii) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title Purchaser shall deliver to the number Escrow Agent, to be held in escrow, stock certificates representing the shares of Purchaser Common Stock to be issued pursuant to Section 1.1(b) and the Indemnity Shares indicated next withheld pursuant to such Purchaser’s name on Schedule BSection 1.4; (Ciii) a shareholders’ list, dated not more then two (2) days before each Selling Shareholder shall deliver to Purchaser an executed Investor Qualification Questionnaire in the Closing, including names and addresses form of each shareholder, certificate numbers and issue dates, certified by the current transfer agent of the CompanyExhibit D; (Div) resignation letters dated the Closing Date from all Purchaser, each Selling Shareholder and the current officers Escrow Agent shall execute and directors deliver to the other an Escrow Agreement substantially in the form of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 Exhibit E attached hereto (the “Information Statement”"Escrow Agreement"); (Ev) resolutions duly authorized by the Board Purchaser shall receive an opinion letter from Company counsel, dated the Closing Date, in the form of Directors Exhibit F. (vi) each of Xxxx XxXxx and Xxxx Xxxxxxx shall execute and deliver an Employment Agreement substantially in the form of Exhibit G; (vii) the Selling Shareholders shall cause to be delivered to the Purchaser written resignations, effective as of the Closing Date, indicating that each of the members of the board of directors of the Company authorizing has resigned as a member of the execution board of directors and, except as contemplated by Section 1.6(b)(vii), each officer of the Company has resigned as an Officer of the Company; and (viii) each of the Selling Shareholders shall execute and delivery of this Agreement and deliver to the Purchaser such other documents as the Purchaser may reasonably request in order to facilitate the consummation of the transactions contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counselthis Agreement. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Javelin Systems Inc)

At the Closing. (1i) The Agent the Company and the Selling Securityholders shall deliver, on behalf of deliver to Buyer the Sellers, to the Purchasers the following:certificates described in Sections 7.2(a) and (b); (Aii) the Company and the Selling Securityholders shall deliver to Buyer the opinions of counsel described in Section 7.2(d); (iii) the Company shall deliver to Buyer one or more stock certificates evidencing the Purchase Shares, executed by a duly endorsed in blank or accompanied by stock powers duly executed in blank, signature medallion guaranteed, with any other instruments of transfer in form and substance reasonably satisfactory to the Purchasers; (B) any documentary evidence of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name on Schedule B; (C) a shareholders’ list, dated not more then two (2) days before the Closing, including names and addresses of each shareholder, certificate numbers and issue dates, certified by the current transfer agent authorized officer of the Company; (Div) resignation letters dated the Closing Date from all Company and the current officers and directors Selling Securityholders who are to be signatories to the Stockholders Agreement shall deliver to Buyer counterparts of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer and a resignation letter from [Xxxxx Xxxx] as a director of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”)Stockholders Agreement executed by such persons; (Ev) resolutions the Atrium Indemnitors shall deliver to Buyer counterparts of the Atrium Indemnification Escrow Agreement duly authorized executed by the Board of Directors Atrium Indemnitor Representative; (vi) the Bishxx Xxxemnitors shall deliver to Buyer counterparts of the Bishxx Xxxemnification Escrow Agreement duly executed by the Bishxx Xxxemnitor Representative; (vii) the Company authorizing shall deliver to Buyer counterparts of the execution Monitoring and delivery of this Oversight Agreement and the consummation of the transactions contemplated herein; (F) resolutions Financial Advisory Agreement, duly authorized executed by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (Gviii) all the books and records each of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware Company and the State of New Jersey dated not more than two (2) days before Selling Securityholders who are signatories to the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counsel. (2) Purchaser Termination Agreement shall deliver to the Agent Buyer counterparts of the Purchase Termination Agreement duly executed by such persons; (ix) the Company shall deliver to the Selling Securityholders the Redemption Price by wire transfer of immediately available funds as provided in Article I; (x) the Company shall deliver to an account designated by the Agent.Disposition Option Holders the Disposition Option Redemption Price;

Appears in 1 contract

Samples: Stock Purchase Agreement (H R Window Supply Inc)

At the Closing. (1i) Each Seller Corporation shall deliver to Buyer a duly executed unit power evidencing the transfer of the Purchased Units to Buyer; (ii) Each Seller Corporation shall deliver to Buyer a duly completed and executed IRS Form W-9; (iii) Each Seller Representative shall deliver to Buyer a copy of the Escrow Agreement, duly executed by such Seller Representative and the Escrow Agent; (iv) The Agent Group Companies shall deliverdeliver to Buyer the Payoff Letters, on behalf including customary Lien release documentation in respect of the SellersGroup Companies’ Indebtedness for borrowed money, and customary releases and Lien release documentation in respect of the Group Companies’ Indebtedness of the type specified in clause (xi) of the definition of Indebtedness; (v) The Group Companies shall deliver to Buyer invoices reflecting the Purchasers Transaction Expenses to be paid to non-employee third parties; (vi) The Group Companies shall deliver to Buyer resignation letters signed by the following:directors, managers and officers of the Group Companies; (vii) The Group Companies shall deliver to Buyer a certificate, dated as of the Closing Date, confirming that the conditions set forth in Section 2.6(b)(i), Section 2.6(b)(ii) and Section 2.6(b)(iii) have been satisfied; (viii) The Group Companies shall deliver to Buyer a certificate of a senior executive officer of such Group Company certifying as to (A) stock certificates evidencing the SharesOrganizational Documents of such Group Company and (B) the resolutions or consents of the board of managers or similar governing body of such Group Company authorizing and approving the execution, duly endorsed delivery and performance of this Agreement and each of the Ancillary Agreements to which such Group Company is party and the consummation of the transactions contemplated hereby and thereby; (ix) The Group Companies shall deliver to Buyer the certificate of formation or equivalent Organizational Document of such Group Company certified as of the most recent practicable date by the respective Secretary of State (or equivalent Governmental Authority) of such Group Company’s jurisdiction of incorporation or formation; (x) The Group Companies shall deliver to Buyer the certificate of the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of incorporation or formation of such Group Company, as to the good standing in blank or accompanied by stock powers duly executed such jurisdiction of such Group Company as of the most recent practicable date; (xi) The Group Companies shall deliver to Buyer evidence that the appropriate governing body of the sponsoring Group Companies have validly adopted resolutions to terminate the 401(k) Plan and all liabilities related thereto, in blankform and substance reasonably acceptable to Buyer, signature medallion guaranteedeffective no later than the day immediately preceding the Closing Date; (xii) The Group Companies shall deliver to Buyer evidence, with any other instruments of transfer in form and substance reasonably satisfactory to Buyer, that each of the PurchasersContracts set forth on Schedule 2.4(b)(xii) has been terminated without any continuing Liability to Buyer or any Group Company, other than with respect to provisions that, pursuant to their terms, survive termination; (Bxiii) any documentary evidence The Group Companies shall deliver to Buyer executed lease agreements substantially in the form attached hereto as Exhibit B-1 (the “New Lease Agreements”) and having the additional terms set forth in Exhibit B-2, duly executed by the applicable Group Company and the landlord set forth on Schedule 2.4(b)(xiii) with respect to each of the due recordation in the Company’s share register of each Purchaser’s full and unrestricted title to the number of Shares indicated next to such Purchaser’s name Leased Real Properties set forth on Schedule B2.4(b)(xiii); (xiv) Buyer shall deliver to the Group Companies a certificate, dated as of the Closing Date, confirming that the conditions set forth in Section 2.6(c)(i) and Section 2.6(c)(ii) have been satisfied; (xv) Buyer shall deliver to the Group Companies a copy of the Escrow Agreement, duly executed by Buyer and the Escrow Agent; and (xvi) Buyer shall pay (A) on behalf of the Group Companies, the Estimated Transaction Expenses and the Estimated Indebtedness to the payees thereof, (B) to the Escrow Agent, the Escrow Amount, (C) a shareholders’ listto the Seller Representatives, dated not more then the Expense Fund and (D) to the Seller Corporations, an aggregate amount equal to the Initial Purchase Price. At least two (2) days before Business Days prior to the ClosingClosing Date, including names the Group Companies shall prepare and addresses of deliver to Buyer a schedule (“Disbursement Schedule”) setting forth: (A) the payments to be made by Buyer in accordance with Section 2.4(b)(xvi), (B) each shareholder, certificate numbers Seller Corporation’s Pro Rata Share and issue dates, certified by the current transfer agent portion of the Company; Escrow Amount and Expense Fund represented by such Pro Rata Share, (C) the portion of the Initial Purchase Price payable to each Seller Corporation in accordance with such Seller Corporation’s Pro Rata Share and (D) resignation letters dated the Closing Date from all the current officers and directors a schedule of the Company, other than a resignation letter from Xxxxx Xxxxxxx who is remaining as the Chief Financial Officer payees and a resignation letter from [Xxxxx Xxxx] as a director accounts to which each of the Company, which shall be effective ten (10) days after the mailing of an information statement pursuant to Rule 14f-1 (the “Information Statement”); (E) resolutions duly authorized by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and the consummation of the transactions payments contemplated herein; (F) resolutions duly authorized by the Board of Directors of the Company appointing Xxxxxxxxx Xxxxxxxxxx as President and a director of the Company and appointing Xxxxxxx X. Xxxx-Xxxxxxxx as a director effective ten (10) days after the Information Statement is filed and mailed to the stockholders of the Company; (G) all the books and records of the Company, including copies of all tax returns, board and shareholder resolutions, SEC, XXXXX codes and FINRA correspondence and bank accounts; (H) a good standing certificate issued by the Secretary of State of the State of Delaware and the State of New Jersey dated not more than two (2) days before the Closing; and (I) such other documents as may be required under applicable law or reasonably requested by the Purchasers or their counsel. (2) Purchaser shall deliver to the Agent the Purchase Price by wire transfer of immediately available funds to an account designated by the Agent.by

Appears in 1 contract

Samples: Equity Purchase Agreement (Specialty Building Products, Inc.)