BY OMEGA AND OHSI Sample Clauses

BY OMEGA AND OHSI. Omega shall execute and deliver on the Closing Date: (a) Stock Certificates representing ownership of the OHSI Stock set forth under Section 2.1. (b) An opinion of counsel for Omega and OHSI dated as of the Closing Date, in form and substance reasonably satisfactory to Corporation's and Stockholder's counsel, and where appropriate with reliance upon a certificate from Omega or OHSI. (c) Articles of Merger and a Plan of Merger under the WBCL which shall be in the form attached hereto as Exhibit 4.1.1(a) and Exhibit 4.1.1(b). (d) A Certificate, duly executed by the President of Omega and OHSI, stating that as of the Closing Date, all representations and warranties of Omega and OHSI contained in this Agreement or in any Exhibit or Schedule hereto are true and correct in all material respects, all covenants and agreements contained in the Agreement to be performed by Omega and OHSI on or prior to the Closing Date have been performed or complied with in all material respects, and all conditions to Closing contained in Section 4.4 hereof have been satisfied. (e) Such other instruments as may be reasonably requested by Stockholder in order to give effect to or carry out the intent of this Agreement.
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BY OMEGA AND OHSI. Omega shall execute and deliver on the Closing Date: (a) Stock Certificates representing ownership of the OHSI Stock set forth under Section 2.1. (b) An opinion of counsel for Omega and OHSI dated as of the Closing Date, in form and substance reasonably satisfactory to Corporation's and Stockholder's counsel, and where appropriate with reliance upon a certificate from Omega or OHSI to the effect that: (i) Each of Omega and OHSI (A) is duly incorporated, validly existing, and in good standing under the laws of the State of Alabama and Delaware, respectively, (B) is duly qualified to transact business in their respective states of incorporation, and is not required to be so qualified in any other jurisdiction, and (C) has the corporate power and authority to hold and own its own properties and carry on its business as now conducted and as proposed to be conducted. (ii) Each of Omega and OHSI has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents contemplated hereof to which it is a party and which are necessary to consummate the transaction contemplated hereby, and all corporate actions of Omega or OHSI necessary for such execution, delivery and performance have been duly taken. (iii) This Agreement and all agreements related to this Agreement to which Omega is a party have been duly authorized, executed and delivered by Omega and constitute the legal, valid, and binding agreement of Omega enforceable in accordance with their terms (subject as to enforcement of remedies to the discretion of the courts in awarding equitable relief and to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws effecting the rights of creditors generally). The execution and delivery by Omega of this Agreement, and the performance of its obligations hereunder, do not require any action or consent of any party other than Omega pursuant to any contract, agreement or other understanding of Omega, or pursuant to any order or decree to which Omega is a party or to which its properties or assets are subject and will not violate any provision of law, the articles of incorporation or bylaws of Omega or any order of any court or other agency of the government. (iv) To the best of such counsel's knowledge, and based solely on certificates provided by Omega and OHSI, with respect to Omega and OHSI there are no actions, suits, claims, proceedings or investigations pending or threatened against Omega or O...
Sample 1
BY OMEGA AND OHSI. Omega shall execute and deliver on the Closing Date: (a) Stock Certificates representing ownership of the OHSI Stock set forth under SECTION 2.1.
Sample 1
BY OMEGA AND OHSI. Omega shall execute and deliver on the Closing Date: (a) Stock Certificates representing ownership by Stockholder of the OHSI Stock set forth under Section 2.1. (b) An opinion of counsel for Omega and OHSI dated as of the Closing Date, in form and substance reasonably satisfactory to Corporations' and Stockholder's counsel, and where appropriate with reliance upon a certificate from Omega or OHSI to the effect that: (i) Each of Omega and OHSI (A) is duly incorporated, validly existing, and in good standing under the laws of the State of Alabama and Delaware, respectively, (B) is duly qualified to transact business in their respective states of incorporation, and is not required to be so qualified in any other jurisdiction, and (C) has the corporate power and authority to hold and own its own properties and carry on its business as now conducted and as proposed to be conducted. (ii) Each of Omega and OHSI has the full power and authority to execute, deliver, and perform this Agreement and all other agreements and documents contemplated hereof
Sample 1

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