Closing Deliverables by the Company. At the Closing, the Company shall, and the Warrantors shall procure the Company to, deliver or cause to be delivered to the Purchaser:
(a) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the ownership by the Purchaser of all the Purchased Shares;
(b) a copy of the register of directors of each of the Offshore Group Companies set forth on Part A of Schedule G hereto, dated as of the Closing Date and duly certified by the registered agent (or equivalent) of such Offshore Group Company, evidencing the replacement of each of the directors of such Offshore Group Company with individuals designated by the Purchaser;
(c) a copy of the resolutions duly and validly adopted by the board of directors of the Company and certified by a director of the Company, evidencing the authorization by the board of directors of the Company of the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including (A) the replacement of each of the Outgoing Directors of the Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing); (B) the transfer of the Purchased Shares as contemplated by this Agreement, and (C) such additional resolutions with respect to the termination of the Company Share Incentive Plan and cancellation of the Company Share Awards as necessary to give effect to Section 6.12, in each case of (A) through (C), effective no later than the Closing;
(d) a copy of the resolutions duly and validly adopted by the board of directors and shareholders of each of the Offshore Group Companies (excluding the Company) set forth on Part B of Schedule G hereto and certified by a director of such Offshore Group Company, evidencing the replacement of each of the Outgoing Directors of such Offshore Group Company with individuals designated by the Purchaser (the effectiveness of which may be conditioned upon the Closing), in each case, effective no later than the Closing;
(e) duly executed resignation and release letters (the effectiveness of which may be conditioned upon the Closing), dated no later than the Closing Date, of each of the Outgoing Directors of each Offshore Group Company, in the form set forth in Exhibit A hereto;
(f) the official chop, financial chop and contract chop of ea...
Closing Deliverables by the Company. At the Closing, the Company shall deliver to the Subscriber:
(i) copy of the records of the Company showing the Subscriber as the owner of the Acquired Shares on and as of the Closing Date;
(ii) the Offtake Agreement, duly executed by the Company and Traxys;
(iii) the Letter Agreement, duly executed by the Company; and
(iv) such other documents, instruments or certificates relating to the Transactions as the Subscriber or its counsel may reasonably request, duly executed by the Company and/or Li-Cycle.
Closing Deliverables by the Company. At the Closing, the Company shall deliver to Purchaser:
(i) the Note, duly executed by the Company; and
(ii) such other documents, instruments or certificates relating to the Transactions as Purchaser or its counsel may have reasonably requested, duly executed by the Company.
Closing Deliverables by the Company. At the Closing, the Company shall deliver to Purchaser:
(i) the Note, duly executed by the Company;
(ii) the Registration Rights Agreement, duly executed by the Company;
(iii) the A&R Notes, duly executed by the Company;
(iv) the Allocation Agreement, duly executed by the Company;
(v) the Note Guaranty and each Closing Date Collateral Document, duly executed by each of the relevant Note Parties (as defined in the Note) party thereto at Closing;
(vi) the certificate required by Section 4(b)(iv), duly executed by the Company;
(vii) the Side Letter, duly executed by the Company;
(viii) the opinions of outside counsel to the Company required by Section 4(b)(v);
(ix) evidence reasonably satisfactory to the Purchaser of the conditional acceptance of the NYSE for the listing of the Common Shares issuable upon conversion of the Note on the NYSE;
(x) (A) a certificate of each of the Company, Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle U.S. Inc., Li-Cycle Inc., and Li-Cycle North America Hub, Inc. (each a “Closing Date Note Party” on the Closing Date, dated the Closing Date and executed by a Responsible Officer, which shall (1) certify that attached thereto is a true and complete copy of the resolutions, written consents or extracts of minutes of a meeting, as applicable, of its board of directors, board of managers, supervisory board, shareholders, members or other governing body (as the case may be and in each case, to the extent required) authorizing the execution, delivery and performance of each Transaction Document to which it is a party and, in the case of the Company, the sale and issuance of the Note hereunder, and that such resolutions or written consents have not been modified, rescinded or amended since the applicable date of approval and are in full force and effect, (2) identify by name and title and bear the signatures of the Responsible Officer or authorized signatory of such Closing Date Note Party on the Closing Date that is authorized to sign the Transaction Documents to which it is a party on the Closing Date, as applicable and (3) certify (I) that attached thereto is a true and complete copy of the certificate or articles of incorporation, amalgamation or organization (or memorandum of association, articles of association or other equivalent thereof) of each Closing Date Note Party on the Closing Date (certified by the relevant authority of the jurisdiction of organization of such Note Party) and a true and correct copy of its by-laws or o...
Closing Deliverables by the Company. At the Closing, The Company shall deliver (or cause to be delivered) to each Investor (a) a true copy of the Company’s updated register of members certified by the registered agent of the Company, reflecting the Series D1 Preferred Shares and the Series D2 Preferred Shares held by such Investor at the Closing, and (b) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the satisfaction of the Closing Conditions. At the Closing, The Company shall deliver (or cause to be delivered) to CMC, a true copy of the Company’s updated register of directors certified by the registered agent of the Company, evidencing the appointment of the CMC Director and the resignation of the Tiger Director. Within seven (7) days after the Closing Date, the Company shall deliver to each Investor share certificates issued to such Investor representing Series D1 Preferred Shares and the Series D2 Preferred Shares held by such Investor.
Closing Deliverables by the Company. At the Closing, the Company shall, and the Principals and the Principal Holdcos shall cause the Company to, deliver or cause to be delivered to Purchaser:
(i) the register of members, dated as of the Closing and certified by the registered office provider of the Company, updated to reflect the Transactions and Purchaser’s ownership of the Aggregate Sale Shares and Rollover Shares, free and clear of all Liens;
(ii) one or more share certificates in the name of Purchaser (and/or its designee), dated as at the Closing Date and duly executed on behalf of the Company, collectively evidencing the ownership by Purchaser (and/or its designee) of the Aggregate Sale Shares and Rollover Shares;
(iii) the shareholders’ registry of the Rajax Domestic Company, Xiaodu Shenghuo, Xunda and Xinchi, each of which certified to be a true and correct copy by the Company, where the Purchaser’s designated individual is, as of the Closing Date, recorded as the holder of 100% of the equity interest of such Group Companies;
(iv) the original (or if the original is not available, copy) of each of the current version of the constitutional documents (including the articles of association, shareholders agreement, limited partnership agreement and all amendments thereto) of each Group Company;
(v) the official chop, financial chop and contract chop of each Group Company and all other chops capable of representing any Group Company (if any), the books and accounts of each Group Company;
(vi) the originals and all duplicates of the current business license of each PRC Group Company;
(vii) the originals of the IC card foreign exchange registration certificate (IC卡外汇登记证), the permits for opening bank accounts (银行开户许可证), the bank account signature cards (银行印鉴卡), and the USB Keys (U盾) to operate all existing bank accounts of each PRC Group Company (if applicable); and
(viii) the originals of all the forms and documents required by the relevant banks to effect the change of authorized signatures to all bank accounts of each Group Company, duly affixed with the company chop of such Group Company.
Closing Deliverables by the Company. At the Closing, the Company shall deliver (or cause to be delivered) to each Purchaser (a) a true copy of the Company’s updated register of members certified by the registered office provider of the Company, reflecting the issuance of the Purchased Shares to the Purchasers at the Closing, (b) a true copy of the Company’s updated register of directors certified by the registered office provider of the Company, evidencing the appointment of two (2) representatives of Overland and two (2) representatives of ALLO, (c) the original share certificate representing the Purchased Shares purchased by such Purchaser at the Closing, (d) a certificate of good standing of the Company issued by the Registrar of Companies of the Cayman Islands dated within twenty (20) days prior to the Closing, and (d) to the extent not previously delivered, such documents, instruments and items required to be delivered in connection with the satisfaction of the applicable closing conditions under this Agreement.
Closing Deliverables by the Company. At the Closing, the Company shall deliver or cause to be delivered to Purchaser:
(i) the register of members, dated as of the Closing and certified by the registered office provider of the Company, updated to reflect the Transaction and Purchaser’s ownership of the Sale Shares, free and clear of all Liens;
(ii) one or more share certificates in the name of Purchaser (and/or its designee), dated as at the Closing Date and duly executed on behalf of the Company, collectively evidencing the ownership by Purchaser (and/or its designee) of the Sale Shares; and
(iii) the register of directors, dated as of the Closing and certified by the registered office provider of the Company, updated to reflect the resignation of each of the directors of the Company appointed by the Selling Shareholder.
Closing Deliverables by the Company. At the Closing, the Company shall deliver to Purchaser:
(i) the Note, duly executed by the Company;
(ii) the Registration Rights Agreement, duly executed by the Company;
(iii) the certificate required by Section 4(b)(iii), duly executed by the Company;
(iv) the opinions of outside counsel to the Company required by Section 4(b)(v);
(v) the Commercial Agreements, duly executed by the Company and any of its Affiliates that is contemplated as a party thereto;
(vi) evidence satisfactory to the Purchaser of the conditional acceptance of the NYSE for the listing of the Ordinary Shares issuable upon conversion of the Note on the NYSE;
(vii) evidence satisfactory to the Purchaser that, as of the Closing, the size of the Board of Directors shall have been increased by one and, subject to the process contemplated by Section 5(i)(i), Xxxxx Xxxxx shall have been appointed to fill the vacancy resulting therefrom; and
(viii) such other documents, instruments or certificates relating to the Transactions as Purchaser or its counsel may have reasonably requested, duly executed by the Company.
Closing Deliverables by the Company. On the Closing Date, Company shall deliver or cause to be delivered to Buyer all tangible embodiments of the Compound-Related Assets, available to the Company or its Affiliates.
