Closing Date Deliverables. On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.
Closing Date Deliverables. On the Closing Date, Sponsor shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, Sponsor and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.
Closing Date Deliverables. On the Closing Date, each Stockholder that is requested by the Company to execute the Registration Rights Agreement shall deliver to Acquiror and the Company a duly executed copy of the Registration Rights Agreement, in substantially the form attached as Exhibit C to the Merger Agreement.
Closing Date Deliverables. Each of the Persons set forth on Schedule I will deliver, substantially simultaneously with the Effective Time:
(a) a duly-executed copy of the Lock-Up Agreement substantially in the form attached as Exhibit D to the Merger Agreement; and
(b) a duly-executed copy of the Amended and Restated Registration Rights Agreement substantially in the form attached as Exhibit F to the Merger Agreement.
Closing Date Deliverables. Sponsor agrees that, on the Closing Date, Sponsor shall deliver to TopCo, SPAC and the Company a duly executed copy of the (i) Lock-Up Agreement and (ii) Registration Rights Agreement.
Closing Date Deliverables. (a) On or prior to the Closing Date, Lessee shall deliver to Lessor the following:
(i) a xxxx of sale in the form of Exhibit A hereto/in form and substance satisfactory to Lessor (the "Xxxx of Sale") and duly executed by Lessee, transferring the Equipment Assets to Lessor;
(ii) the Non-Competition and Non-Solicitation Agreement, duly executed by Lessee and the Key Persons (defined therein);
(iii) the Asset Sale and Lease Agreement, duly executed by Lessee;
(iv) the Customer Purchase Agreement, duly executed by Lessee;
(v) copies of all consents, approvals, waivers and authorizations referred to in Schedule 2.06(a)(v);
(vi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Lessee is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Lessee;
(vii) tax clearance certificates, if any, from the taxing authorities in the jurisdictions that impose taxes on Lessee or where Lessee has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Lessee in those jurisdictions;
(viii) a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Lessee certifying as to (A) the resolutions of the board of directors of Lessee, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (B) the names and signatures of the officers of Lessee authorized to sign this Agreement and the documents to be delivered hereunder;
(ix) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Lessor, as may be required to give effect to this Agreement;
(x) evidence satisfactory to Lessor of compliance with Florida bulk sales laws;
(xi) evidence satisfactory to Lessor that all Encumbrances on Equipment Assets have been released and discharged; and
(xii) releases and customary pay-off letter or letters for all indebtedness, including any indebtedness secured by any Encumbrance on the Equipment Assets, evidencing the total pay-off amount thereof (and indicating the release, upon payment of such amount, of all such Encumbrances) and otherwise in form and substance reasonably satisfactory to Lessor and its legal counsel.
(b) On or prior to the Closing Date, Lessor shall deliver to Lessee (or the Persons set forth below) the followin...
Closing Date Deliverables. On the Closing Date, the Sponsor shall deliver to SPAC and the Company a duly executed copy of that certain Registration Rights Agreement, by and among the Company, Holdco, SPAC, the Sponsor, the executive officers and directors of the Sponsor prior to the consummation of the Business Combination and certain former shareholders of the Company, in substantially the form attached as Exhibit C to the Business Combination Agreement.
Closing Date Deliverables. Upon the Closing, the Stockholder shall deliver to Acquiror and the Company a duly executed copy of the Company Lock-Up Agreement, by and among Acquiror and the Stockholder.
Closing Date Deliverables. On the Closing Date, OmniLit Sponsor and the OmniLit Holders (as defined below) shall deliver to OmniLit and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among OmniLit, OmniLit Sponsor, the OmniLit Holders (as defined therein) and the Target Holders (as defined therein), in substantially the form attached as Exhibit E to the Merger Agreement.
Closing Date Deliverables. At or prior to the Closing, Sponsor shall deliver to Parent and the Company a duly executed copy of that certain A&R Registration Rights Agreement, by and among, Parent, the Company and the Company Stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit E to the Merger Agreement.
