Closing Deliverables Clause Samples
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Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered to SPAC:
(i) a certificate signed by an officer of the Company and each Acquisition Entity, dated as of the Closing Date, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled;
(ii) the Payment Spreadsheet;
(iii) a copy of the executed Registration Rights Agreement duly executed by PubCo and the Company Shareholders thereto;
(iv) a copy of each Lock-Up Agreement, duly executed by the applicable Company Shareholder and PubCo (for avoidance of doubt, no holder of less than 5% of the outstanding shares of the Company will be required to enter into such Lock-Up Agreement);
(v) a copy of the executed Assignment and Assumption Agreement, duly executed by PubCo;
(vi) evidence reasonably satisfactory to SPAC of the completion of the Restructuring; and
(vii) copies of the approvals, waivers or consents called for by Section 9.2(f), if any.
(b) At the Closing, SPAC will deliver or cause to be delivered to the Company:
(i) a certificate signed by an officer of SPAC, dated as of the Closing Date, certifying that the conditions specified in Section 9.3(a) and Section 9.3(d) have been fulfilled;
(ii) copies of the written resignations of all the directors and officers of SPAC, effective as of the SPAC Merger Effective Time;
(iii) a copy of the executed Registration Rights Agreement duly executed the SPAC Stockholders thereto;
(iv) a copy of the executed Assignment and Assumption Agreement, duly executed by SPAC and Continental; and
(v) a copy of each Lock-Up Agreement, duly executed by Sponsor.
(c) Provided SPAC has satisfied the Minimum Cash condition set forth in Section 9.3(b), PubCo shall pay, or cause to be paid, by wire transfer of immediately available funds at Closing, (i) accrued and unpaid Company Transaction Expenses as set forth in the Company Transaction Expenses Certificate pursuant to Section 2.1(b)(i) for an amount up to $4,500,000, which shall include the respective amounts and wire transfer instructions for the payment thereof and (ii) accrued and unpaid SPAC Transaction Expenses as set forth in the SPAC Financing Certificate pursuant to Section 2.1(b)(ii) for an amount up to $9,500,000 (the “Maximum Allowable SPAC Transaction Expenses”). Prior to Closing, Sponsor will have arranged to pay for any SPAC Transaction Expenses in excess of the Maximum Allowable SPAC Transaction Expenses that have been incurred by the SPAC and/or the Sponsor at ...
Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale and assignment and assumption agreement in the form of Exhibit A (the “▇▇▇▇ of Sale”) and duly executed by Seller, effecting the assignment to Buyer of the Purchased Assets and the assumption of the Assumed Liabilities by Buyer;
(ii) A sub-lease from Seller to Buyer for a portion of the space at Seller’s Tampa office location in the form of Exhibit B executed by Seller;
(iii) the Transition Services Agreement ( the “TSA”)in the form of Exhibit C and duly executed by Seller;
(iv) the Intellectual Property Assignment Agreement(s) in the form of Exhibit D and duly executed by Seller;
(v) the Assignment of the Manufacturing Agreement in the form of Exhibit E, duly executed by Seller, Manufacturer (if necessary), and Buyer;
(vi) the Non-Competition and Non-Solicitation Agreement in the form of Exhibit F, duly executed by the Seller;
(vii) the Fulfillment Assistance Agreement in the form of Exhibit G, duly executed by the Seller;
(viii) a certificate of the Secretary (or equivalent officer) of Seller certifying as to its: (A) the Articles of Incorporation; (B) Bylaws; (C) resolutions of the Special Committee of the board of directors, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (D) resolutions of the board of directors (with the exception of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇), duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (E) incumbency certificate; and (F) Certificate of Good Standing;
(ix) a fairness opinion from ▇▇▇▇▇▇▇ Securities Inc. (the “Fairness Opinion”);
(x) copies of Lallemand SAS Invoice #552380 dated June 9, 2016 and # 552356 dated June 7, 2016, Nutraceutix, Inc. PO #2775 dated April 14, 2016, Logic PAKaging PO #2776 dated April 22, 2016 and Best PO#2777 dated May 25, 2016;
(xi) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code duly executed by Seller;
(xii) Out of State Affidavit of Acceptance;
(xiii) copies of all books and records related to the Purchased Assets; and
(xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement.
(b) ...
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement, (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c) a copy of the irrevocable instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof.
Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following:
(i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;
(iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder;
(v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized;
(vi) the Consideration Spreadsheet contemplated in Section 2.6;
(vii) the FIRPTA Statement; and
(viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
(b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following:
(i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings;
(ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;
Closing Deliverables. Seller shall have delivered or caused to be delivered to Buyer the items set forth in Section 3.02(a).
Closing Deliverables. (a) At the Closing, Crowdkeep shall deliver or have caused to be delivered to Veea, the following:
(i) evidence of stockholder approval of this Agreement by the requisite majority of the stockholders of Crowdkeep (the “Crowdkeep Stockholders”);
(ii) the Bill of Sale and Assignment and Assumption Agreement between Crowdkeep and Veea in the form attached as Exhibit B hereto (the “Bill of Sale”), duly executed by ▇▇▇▇▇▇▇▇▇, and any other instruments of transfer reasonably requested by ▇▇▇▇ to evidence the transfer of the Purchased Assets to, and the assumption of the Assumed Liabilities by, Veea (including assignments with respect to any Intellectual Property registered, recorded or filed with any Governmental Authority, in form suitable for registration, recordation or filing with such Governmental Authority), in each case duly executed by ▇▇▇▇▇▇▇▇▇;
(iii) a Non-Competition and Non-Solicitation Agreement with Crowdkeep and each of the officers and stockholders of Crowdkeep listed on Schedule 3.1(a)(iii), in the forms attached as Exhibit C hereto, respectively (each, a “Non-Solicitation Agreement”), duly executed by Crowdkeep and each such officer and stockholder of Crowdkeep;
(iv) a lock-up agreement in the form attached as Exhibit D hereto, duly executed by ▇▇▇▇▇▇▇▇▇;
(v) to the extent not received prior to Closing, the required notices, consents, permits, waivers authorizations, orders and other approvals listed in Schedule 3.1(a)(v);
(vi) ▇▇▇▇ shall have received a duly executed Joinder Agreement from the Major Stockholder;
(vii) copies of good standing certificates for Crowdkeep certified as of a date no later than thirty (30) days prior to the Closing Date from the proper state official of its jurisdiction of organization and in each other jurisdiction in which Crowdkeep is qualified to do business as a foreign limited liability company as of the Closing;
(viii) a certificate from Crowdkeep’s secretary certifying to (i) the resolutions of Crowdkeep’s board of directors (or similar governing board or Person) and stockholders authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation of each of the transactions contemplated hereby and thereby, and (ii) the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which Crowdkeep is a party or by which it is bound;
(ix) evidence of the release of any Liens upon ...
Closing Deliverables. (a) At the Closing, the Company will deliver or cause to be delivered:
(i) to Acquiror, a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a), Section 9.2(b) and Section 9.2(d) have been fulfilled;
(ii) to Acquiror, the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time;
(iii) to Acquiror, the Registration Rights Agreement, duly executed by the Requisite Company Equityholders (to the extent any shares of Delaware Acquiror Common Stock held such Persons are subject to any resale limitations under Rule 144 under the Securities Act (or any successor rule then in effect), including volume or other restrictions or limitations as to manner or timing of sale);
(iv) to Acquiror, each Lock-Up Agreement, duly executed by a Company Director or Officer or a Major Company Equityholder, as applicable;
(v) to Acquiror, a copy of the Restated Certificate duly adopted pursuant to the Written Consent and filed with the Delaware Secretary of State; and
(vi) to Acquiror, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).
(b) At the Closing, Acquiror will deliver or cause to be delivered:
(i) to the Exchange Agent, the Aggregate Merger Consideration for further distribution to the Company’s equityholders pursuant to Section 3.2;
(ii) to the Company, a certificate signed by an officer of Acquiror, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled;
(iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of Acquiror, Sponsor and the PIPE Investors;
(iv) to the Company, the Lock-Up Agreements, duly executed by a duly authorized representative of Acquir...
Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyer under Section 9.3.
Closing Deliverables. (a) At the Closing, Seller shall deliver to Buyer the following:
(i) a ▇▇▇▇ of sale in the form of Exhibit A hereto (the "▇▇▇▇ of Sale") and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer or Buyer Sub;
(ii) an assignment and assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer or Buyer Sub of the Purchased Assets and the Assumed Liabilities;
(iii) an intellectual property assignment agreement in the form of Exhibit C hereto (the "Intellectual Property Assignments") and duly executed by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer or Buyer Sub;
(iv) with respect to each Lease, an Assignment and Assumption of Lease in form and substance satisfactory to Buyer (each, an "Assignment and Assumption of Lease") and duly executed by Seller;
(v) with respect to each Key Employee, (A) employee agreements (each an "Employee Agreement") and (B) restrictive covenant agreements, duly executed by each Key Employee;
(vi) with respect to any liens (other than Permitted Encumbrances) on the Purchased Assets, a written termination of any such liens on the Purchased Assets;
(vii) the Seller Closing Certificate;
(viii) the FIRPTA Certificate;
(ix) the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(j) and Section 7.02(k);
(x) pay-off letters and cancelled promissory notes regarding all indebtedness to be repaid at Closing, each in form and substance reasonably satisfactory to Buyer;
(xi) all of the third-party consents and approvals set forth on Section 3.2(c) of the Disclosure Schedule, in form and substance reasonably satisfactory to Buyer;
(xii) draft certificate of amendment to be filed within five (5) Business Days following the Closing Date with the Secretary of State of the State of Delaware (and each other applicable Secretary of State of such States in which Seller is qualified to do business) amending the name of the Seller so that it does not include the phrase "Sharp Spring";
(xiii) a statement showing in reasonable detail Seller's good faith calculation of the Net Assets of the Seller as of Closing; and
(xiv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give ef...
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the Company, dated as of the Closing Date, in the form of Exhibit B hereto.