Certain Closing Deliveries. (a) At the Closing, on the terms and conditions set forth in this Agreement, the Surviving Pubco shall deliver to the Company:
(i) a copy of the Escrow Agreement, duly executed by the Surviving Pubco and the Escrow Agent;
(ii) a copy of the Paying and Exchange Agent Agreement, duly executed by the Surviving Pubco and the Paying and Exchange Agent;
(iii) a copy of the Surviving Company Amended and Restated Limited Liability Company Agreement, duly executed by the Surviving Pubco;
(iv) a copy of the Exchange Agreement in the form attached hereto as Exhibit G, (with such changes therein as may be approved by the Company to decrease the frequency of exchange, increase the minimum required amount thereof or otherwise make changes thereto for the benefit of the Surviving Company and the Surviving Pubco, the “Exchange Agreement”), duly executed by the Surviving Pubco;
(v) a copy of the Tax Receivable Agreement in the form attached hereto as Exhibit H (the “Tax Receivable Agreement”), duly executed by the Surviving Pubco;
(vi) a copy of the Registration Rights Agreement in the form attached hereto as Exhibit I (the “Registration Rights Agreement”), duly executed by the Surviving Pubco;
(vii) a copy of the Xxxxxxxx Stockholders Agreement in the form attached hereto as Exhibit J (with such changes to the terms thereof described in the last sentence of this Section 1.8, the “Xxxxxxxx Stockholders Agreement”), duly executed by the Surviving Pubco and the Parent Sponsor;
(viii) a copy of the Organization Agreement in the form attached hereto as Exhibit K (the “Organization Agreement”), duly executed by the Surviving Pubco;
(ix) a copy of the Surviving Pubco Class V Share Subscription and Distribution Agreement substantially in the form of Exhibit L (the “Surviving Pubco Class V Share Subscription and Distribution Agreement”), duly executed by the Surviving Pubco; and
(x) written confirmation from each of the members of Parent Sponsor agreeing that upon liquidation of Parent Sponsor, they will be bound by the provisions of the Parent Sponsor Letter with respect to any of the Sponsor Escrow Shares (as defined in the Parent Sponsor Letter) and Escrow Earnings (as defined in the Parent Sponsor Letter) that they might otherwise be entitled to receive upon liquidation of Parent Sponsor.
(b) At the Closing, on the terms and conditions set forth in this Agreement, the Company shall deliver to the Surviving Pubco:
(i) a copy of the Escrow Agreement, duly executed by the Company...
Certain Closing Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) a duly executed and properly completed IRS Form W-9 by Seller;
(ii) a stock certificate representing the Purchased Common Stock, and stock power in respect thereof, duly executed in blank by Seller;
(iii) written resignations, dated as of the Closing Date, of the directors and officers of the Acquired Entity, as requested by Buyer;
(iv) an amendment, in the form attached hereto as Exhibit A, to that certain Health Plan Services Agreement, dated January 1, 2018, as amended, by and between the Acquired Entity and Guarantor (“Health Plan Services Agreement”);
(v) from and in respect of each of Seller and the Acquired Entity, a certificate, dated as of the Closing Date and executed by the secretary of the Entity, certifying as to (A) no amendments to the certificate of incorporation of the Entity since the date of certification, (B) the bylaws of the Entity, (C) the resolutions approved by the board of directors of the Entity authorizing the execution, delivery, and performance by the Entity of this Agreement and such other documents and instruments contemplated hereby, and the consummation by the Entity of the transactions contemplated by this Agreement and such other documents and instruments contemplated hereby, and (D) the names and signatures of the officers of the Entity authorized to execute this Agreement and the other documents to be delivered by the Entity under this Agreement;
(vi) from and in respect of each of Seller and the Acquired Entity, a certificate of good standing, issued as of a recent date not more than ten (10) Business Days prior to the Closing Date by the Secretary of State of the Entity’s jurisdiction of incorporation;
(vii) a certificate, dated as of the Closing Date and executed by an officer of the Acquired Entity, substantially in the form provided for in Treasury Regulations § 1.1445-2(b)(2);
(viii) the executed Non-Compete Agreement, substantially in the form attached hereto as Exhibit B;
(ix) the documents, consents and agreements identified on Schedule 1.3(a)(ix);
(x) the Transition Services Agreement, duly executed by Guarantor; and
(xi) such other documents and instruments contemplated hereby to be delivered by Seller prior to or at Closing or as Buyer may reasonably request in order to effect the transactions contemplated by this Agreement, including to vest in Buyer good and valid title to all of the Purchased Common Stock.
(b) A...
Certain Closing Deliveries. Subject to the terms and conditions in this Agreement, the parties will make the following deliveries at the Closing:
(a) Buyer will deliver each of the payments it is required to deliver under Section 1.06.
(b) Buyer will deliver to the Company copies certified by a duly authorized officer of Buyer of (i) the resolutions or consents of the boards of directors of each of Buyer and Merger Sub approving this Agreement and the Merger, and (ii) the unanimous written consent of Buyer, as the sole stockholder of Merger Sub, approving this Agreement and the Merger.
(c) The Company will deliver to Buyer and the Representative: (i) a copy of the resolution or consent of the Company's board of directors approving this Agreement and the Merger duly certified by a duly authorized officer of the Company and (ii) a certificate in the form and substance required by Treasury Regulations Section 1.897-2(h) executed by a duly authorized officer of the Company certifying that the Company is not and has not been a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code and a notice of such certification to be provided to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2), executed by a duly authorized officer of the Company.
(d) Each of the Company, the Representative and Buyer will duly execute and deliver to the other, and to the Escrow Agent, the Escrow Agreement.
(e) Each of the Company, Buyer and Representative will duly execute and deliver to the other, and to the Paying Agent, the Paying Agent Agreement.
(f) The Company will deliver to Buyer evidence of the termination of the arrangements referred to in Section 9.06.
(g) The Company will deliver to Buyer the Intellectual Property License Agreement, in substantially the form attached hereto as Exhibit H, duly executed and delivered by Ten-X and Xxxxxxx.xxx, LLC (the "License Agreement").
Certain Closing Deliveries. In connection with the Closing, each of Parent, Company and the Shareholders agrees to execute and deliver to each other party the following:
(a) Company and each of Xxxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx shall have executed and delivered to the other an Employment Agreement, which shall be in the form of EXHIBIT B.
(b) Parent and each of the Shareholders shall have executed and delivered to the other a Noncompetition Agreement, which shall be in the form of EXHIBIT C.
(c) Parent and each of the Shareholders shall have executed and delivered to the other a Registration Rights Agreement, which shall be in the form of EXHIBIT D.
Certain Closing Deliveries. At the Closing:
(a) Each of the Purchaser and the Seller shall deliver, or shall cause to be delivered, to the other party, each Ancillary Agreement to which it or any of its Affiliates is a party, duly executed.
(b) The Seller shall deliver to the Purchaser and/or its designated Subsidiaries the following items, each in form and substance reasonably satisfactory to the Purchaser:
(i) a duly executed, reasonably customary xxxx of sale;
(ii) duly executed, reasonably customary assignment and assumption agreements (subject to the limitations set forth in Section 2.5(b) and the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease) and duly executed assignments of the U.S. and Canadian trademark registrations and applications included in the Purchased Intellectual Property, in a form suitable for recording in the U.S. and Canadian trademark office, and general assignments of all other Purchased Intellectual Property;
(iii) as applicable, a certificate from each entity selling assets pursuant to this Agreement, duly executed by such entity, that such entity is not a “foreign person” within the meaning of Section 1445 of the Code;
(iv) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents; and
(v) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and its Subsidiaries or as Purchaser may reasonably request.
(c) The Purchaser shall deliver to the Seller, each in form and substance reasonably satisfactory to the Seller:
(i) a duly executed, reasonably customary assignment and assumption agreement, subject to the limitations set forth in Section 2.5(b) and, to the extent necessary, the receipt of the applicable Landlord Consents and including a separate assignment and assumption agreement for each Transferred Real Property Lease); and
(ii) duly executed Subleases with respect to the Subleased Real Property Leases, subject to Section 7.19(b) and Section 7.19(c) and the receipt of the applicable Landlord Consents.
Certain Closing Deliveries. Sellers shall have received from Buyer any other documents required to be delivered by Buyer to Sellers pursuant to the provisions of this Agreement or the Transaction Documents, including, without limitation, the Transitional Services Agreement.
Certain Closing Deliveries. Seller shall have received each of the items set forth in Section 2.4(c).
Certain Closing Deliveries. Merck shall have delivered or caused to be delivered to KalVista:
Certain Closing Deliveries. (a) Subject to the conditions set forth in this Agreement, immediately prior to the Closing, on behalf of the Company, the Company shall pay the amounts owed by the Company and its Subsidiaries as listed in Schedule 2.3 (“Payoff Indebtedness”) pursuant to the Payoff Letters copies of which are delivered to Buyer pursuant to Section 6.7 as set forth in such Payoff Letters.
(b) Upon satisfaction of the Payoff Indebtedness in Section 2.3(a), the Shareholders shall cause the Company to deliver to Buyer the releases and discharges of all Liens described in Schedule 2.3(a) and 2.3(b) for such Payoff Indebtedness.
Certain Closing Deliveries. Contemporaneously with the Closing: --------------------------
(a) Acquiror, each Shareholder Indemnitor and Escrow Agent shall execute and deliver the Escrow Agreement, which shall be in the form of Exhibit 1 (the --------- "Escrow Agreement").
(b) Acquiror, Company and each of Xxxx Xxxxxxx and Xxxxx Xxxxxxx shall execute and deliver a Noncompetition and Confidentiality Agreement, which shall be in the form of Exhibit 2. ---------
(c) Each of the Shareholders and Company shall execute and deliver a mutual Release, which shall be in the form of Exhibit 3. ---------
