Closing Deliverables of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following documents, in each case duly executed or otherwise in proper form: (a) The consents of Governmental Authorities set forth on Schedule 7.1(a) and all consents and approvals from third parties identified on Schedule 7.1(a); (b) A certificate, dated as of the Closing Date, that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in the Company is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder; (c) Payoff letters with respect to the Indebtedness of the Company and its Subsidiaries identified on Schedule 7.1(c) (the “Payoff Letters”) executed by the lenders thereof, the form and substance of which Parent shall have had reasonable opportunity to comment on, evidencing the aggregate amount (the “Debt Payoff Amount”) of such Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties, premiums and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such Debt Payoff Amount so identified is paid to such lender on the Closing Date, such Indebtedness (other than contingent obligations which by their terms survive payment in full) shall be repaid in full and that all Liens securing such Indebtedness and affecting the Company or any of its Subsidiaries will be released; (d) The Equityholder Representative and the Escrow Agent shall have executed and delivered the Working Capital Escrow Agreement;
Appears in 1 contract
Samples: Merger Agreement (RPX Corp)
Closing Deliverables of the Company. At In addition to any other documents specifically required to be delivered pursuant to this Agreement, at the Closing, the Company shall deliver, deliver or cause to be delivered, delivered to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following documents, in each case duly executed or otherwise in proper formBuyer:
(ai) The consents the Articles of Governmental Authorities set forth Merger, duly executed on Schedule 7.1(a) and all consents and approvals from third parties identified on Schedule 7.1(a)behalf of the Company;
(bii) A certificatea certificate of an officer of the Company, dated as of the Closing Date, that complies with Sections 1445 certifying and 897 attaching (A) the Governing Documents of the Code Company; (B) the resolutions, duly adopted by the Board, authorizing and approving the Company’s execution, delivery and performance of this Agreement and the Treasury Regulations promulgated thereunder certifying that an interest in Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby, including a statement that such resolutions have not a “U.S. real property interest” within the meaning of been rescinded or modified and remain in accordance with Sections 897 full force and 1445 effect as of the Code Closing Date; (C) the resolutions, duly adopted by the Shareholders holding the requisite amount of membership interest of the Company, authorizing and approving the Company’s execution, delivery and performance of this Agreement and the Treasury Regulations promulgated thereunderTransaction Documents to which the Company is a party and the transactions contemplated hereby and thereby, including a statement that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; and (D) an incumbency certificate executed by the an appropriate officer of the Company certifying as to the incumbency and signature of the officer(s) of the Company executing any of the Transaction Documents;
(ciii) Payoff letters with respect a closing certificate, duly executed by the Company, certifying that the conditions set forth in Section 6.1 and Section 6.2 have been met;
(iv) an employment agreement, in substantially the form attached hereto as Exhibit B (the “Raczykowski Employment Agreement”), duly executed by Xxx Xxxxxxxxxxx;
(v) a certificate of existence or equivalent issued by the Secretary of State of the State of Washington, dated as of a date reasonably close to the Indebtedness Closing Date;
(vi) an affidavit of non-foreign status, in a form conforming to the requirements of Section 1.1445-2(b)(2) of the Treasury Regulations, duly executed by the Company and its Subsidiaries identified on Schedule 7.1(cdated as of the Closing Date;
(vii) the resignation of Xxxxxxx Xxxxx as a director, officer, manager and employee of the Company;
(viii) a written real estate lease agreement for the “Payoff Letters”) executed by Company’s office located at 0000 X Xxxxx Xxx, Xxxxxxx, XX 00000, effective as of the lenders thereofClosing Date, the in form and substance of which Parent shall have had reasonable opportunity satisfactory to comment onBuyer, evidencing duly executed by Xxxxxxx Xxxxx and the aggregate amount Company;
(ix) an opinion from Xxxxxxxxxxx Xxxxxx, counsel for the Company (“Debt Payoff AmountXxxxxxxxxxx Xxxxxx”) in form and substance satisfactory to Buyer;
(x) the Company’s corporate minute books, ledgers and records, including all documents supporting the Company’s filed Tax Returns;
(xi) one or more CD-ROMs or DVDs in PC-readable format, that contain readable working Adobe or other (e.g., Microsoft Office) portable document format files that set forth all of such Indebtedness outstanding the documents made available or provided to Buyer prior to and as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties, premiums and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such Debt Payoff Amount so identified is paid to such lender on the Closing Date, such Indebtedness (other than contingent obligations which by their terms survive payment in full) shall be repaid in full and that all Liens securing such Indebtedness and affecting the Company or any of its Subsidiaries will be releasedelectronic data site;
(di) The Equityholder Representative and Xxxxx Promissory Note, duly executed by Xxxxxxx Xxxxx;
(xii) Raczykowski Promissory Note, duly executed by Xxx Xxxxxxxxxxx; and
(xiii) such other instruments or documents reasonably deemed necessary by Buyer to effect the Escrow Agent shall have executed and delivered the Working Capital Escrow Agreement;Closing.
Appears in 1 contract
Samples: Merger Agreement
Closing Deliverables of the Company. At On or prior to the ClosingClosing Date (or as otherwise specified in each clause below), the Company shall deliver, deliver or cause to be delivered, delivered to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), Investor the following documents, in each case duly executed or otherwise in proper formfollowing:
(a) The consents This Purchase Agreement, dated as of Governmental Authorities set forth on Schedule 7.1(a) the date hereof, by and all consents among the Company and approvals from third parties identified on Schedule 7.1(a)the Investor duly executed by the Company;
(b) Unless otherwise agreed to by the Company and the Investor, “.pdf” copies of one or more stock certificates, free and clear of all restrictive or other legends (except as provided in Section 3 hereof) or statements from the Company’s transfer agent evidencing the Securities purchased by the Investor hereunder, registered in the name of the Investor as set forth in Appendix A certificatehereto (the “Stock Certificates”) with the original Stock Certificates to be delivered by the Company’s transfer agent to the registered address of the Investor, as set forth in Appendix A hereto, promptly after the Closing Date but no later than five business days from the Closing Date;
(c) That certain registration rights agreement, dated as of the Closing Date, that complies with Sections 1445 by and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in the Company is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder;
(c) Payoff letters with respect to the Indebtedness of among the Company and its Subsidiaries identified on Schedule 7.1(c) the Investor (the “Payoff LettersRegistration Rights Agreement”) duly executed by the lenders thereof, the form and substance of which Parent shall have had reasonable opportunity to comment on, evidencing the aggregate amount (the “Debt Payoff Amount”) of such Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties, premiums and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such Debt Payoff Amount so identified is paid to such lender on the Closing Date, such Indebtedness (other than contingent obligations which by their terms survive payment in full) shall be repaid in full and that all Liens securing such Indebtedness and affecting the Company or any of its Subsidiaries will be releasedCompany;
(d) The Equityholder Representative A certificate of the secretary of the Company, dated as of the Closing Date, (i) certifying resolutions adopted by the Company’s board of directors, or a duly authorized committee thereof, approving the transactions contemplated in this Purchase Agreement, the Registration Rights Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (together, the “Transaction Documents”) and the Escrow Agent shall have executed issuance of the Securities, (ii) certifying the current versions of the Company’s certificate of incorporation and delivered by-laws, each as amended, and (iii) certifying as to the Working Capital Escrow signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;
(e) A certificate of an executive officer of the Company, dated as of the Closing Date, certifying to the satisfaction of the conditions in Sections 6(b)(i) and (ii); and
(f) An opinion, dated as of the Closing Date, from White & Case LLP, as counsel to the Company, substantially in the form agreed upon by the parties to this Agreement;.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sequential Brands Group, Inc.)
Closing Deliverables of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following documents, in each case duly executed or otherwise in proper form:
(a) The consents of Governmental Authorities set forth on Schedule 7.1(a) and all consents and approvals from third parties identified on Schedule 7.1(a);
(b) A certificate, dated as of the Closing Date, that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in the Company is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder;
(c) Payoff payoff letters with respect to the all Indebtedness of the Company and its Subsidiaries identified Subsidiaries, as set forth on Schedule 7.1(c6.1(a) (the “Payoff Letters”) ), executed by the lenders thereof;
(b) the Escrow Agreement, duly executed by the form Member Representative and substance of which Parent shall have had reasonable opportunity to comment on, evidencing the aggregate amount Escrow Agent;
(the “Debt Payoff Amount”c) of such Indebtedness outstanding as a copy of the Closing Date (including any interest accrued thereon authorizing resolutions of the Company’s board of managers, certified by the secretary of the Company as having been duly and any prepayment or similar penalties, premiums validly adopted and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such Debt Payoff Amount so identified is paid to such lender on the Closing Date, such Indebtedness (other than contingent obligations which by their terms survive payment in full) shall be repaid being in full force and that all Liens securing such Indebtedness effect, authorizing the execution and affecting delivery of this Agreement and the Ancillary Agreements to which the Company or any is a party, and the consummation of its Subsidiaries will be releasedthe transactions contemplated hereby and thereby;
(d) The Equityholder Representative a copy of the Company Member Approval, certified by the secretary of the Company as having been duly and validly adopted and being in full force and effect;
(e) the Escrow Agent shall have Non-Competition Agreements, duly executed by each individual listed on Schedule 6.1(e);
(f) all authorizations, consents, approvals, or waivers that are listed on Schedule 3.4(a), each in a form, and delivered executed by an applicable Person, reasonably acceptable to Parent;
(g) a properly executed statement prepared in accordance with Treasury Regulations Section 1.1445-11T(d)(2) certifying that fifty percent (50%) or more of the Working Capital Escrow Agreementvalue of the gross assets of the Company does not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents;
(h) the resignations of each manager of the Company, in form and substance reasonably satisfactory to Parent, duly executed by such Persons; and
(i) a good standing certificate for the Company certified by the California Secretary of State, dated as of a date within five (5) Business Days of the Closing Date.
Appears in 1 contract
Closing Deliverables of the Company. At the ClosingClosing (or, in the case of the Payoff Letters, at least three (3) Business Days prior to the Closing Date), the Company shall deliver, or cause to be delivered, to Parent or any other Person designated by Parent (unless the delivery is waived in writing by Parent), the following documents, in each case duly executed or otherwise in proper form:
(a) The consents the Consents of Governmental Authorities set forth on Schedule 7.1(a) and all consents and approvals from third parties identified on Schedule 7.1(a);
(b) A the third party Consents set forth on Schedule 7.1(b);
(c) a certificate, dated as of the Closing Date, that complies with Sections 1445 and 897 of the Code and the Treasury Regulations promulgated thereunder certifying that an interest in the Company is not a “U.S. real property interest” within the meaning of and in accordance with Sections 897 and 1445 of the Code and the Treasury Regulations promulgated thereunder;
(cd) Payoff payoff letters with respect to the estimated Closing Indebtedness of the Company and its Subsidiaries Entities identified on Schedule 7.1(c) the Estimated Closing Date Statement (the “Payoff Letters”) executed by the lenders thereof, together with any termination statements on Form UCC-3 or other releases reasonably necessary to evidence the satisfaction and release of all Liens on the assets of the Company Entities in connection with such Indebtedness;
(e) the resignations (in form and substance reasonably satisfactory to Parent) of which those directors, managers and officers of the Company Entities of whom Parent shall have had reasonable opportunity notified the Company at least three (3) Business Days prior to comment on, evidencing the aggregate amount (the “Debt Payoff Amount”) of such Indebtedness outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties, premiums and expenses associated with the prepayment of such Indebtedness on the Closing Date) and an agreement that, if such Debt Payoff Amount so identified is paid to such lender on the Closing Date, such Indebtedness (other than contingent obligations which by their terms survive payment in full) shall be repaid in full and that all Liens securing such Indebtedness and affecting the Company or any of its Subsidiaries will be released;
(df) The a copy of the Escrow Agreement, duly executed by the Company Equityholder Representative and the Escrow Agent Agent;
(g) a copy of the Restrictive Covenant Agreement, duly executed by Parent and X. Xxxx;
(h) a copy of each of the Employment Agreements, duly executed by the Company, on the one hand, and the applicable Key Employee, on the other hand;
(i) an estoppel certificate and subordination and non-disturbance agreement in customary form from the owner of each of the Leased Real Property locations set forth on Schedule 7.1(i);
(j) a copy of the consent, approval and adoption of this Agreement, and to the extent necessary, the other Ancillary Agreements, and the transactions contemplated hereby and thereby (including the Merger) by 100% of the Company Stockholders, which consent shall be duly and validly adopted and in full force and effect (the “Required Stockholder Consent”);
(k) certificates of good standing (or the equivalent), dated not more than ten (10) days prior to the Closing Date, with respect to each Company Entity, issued by each such Company Entity’s state of organization and each jurisdiction in which such Company Entity is licensed or qualified to conduct business as a foreign company;
(l) a certificate dated as of the Closing Date, duly executed by the secretary of the Company, certifying as to: (i) an attached copy of the resolutions of the board of directors of the Company authorizing the execution and delivery of this Agreement and the other Ancillary Agreements, and the transactions contemplated hereby and thereby (including the Merger), stating that such resolutions has been duly and validly adopted and in full force and effect and have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement and any Ancillary Agreements on behalf of the Company; and (iii) correct and complete copies of the Organizational Documents of the Company;
(m) the Certificate of Merger duly executed by the Company;
(n) tax clearance certificates from the appropriate tax authority of each State in which any Company Entity transactions business, with respect to the payment by the applicable Company Entity of sales taxes for all periods prior to the Accounting Time;
(o) a Letter of Transmittal and delivered all other accompanying documentation required pursuant to Section 2.9(b) from each Company Stockholder, fully executed by the Working Capital Escrow applicable Company Stockholder and otherwise in such form as is reasonably acceptable to Parent;
(p) the Omnibus Option Cancellation and Release Agreement, fully executed by each Optionholder;
(q) evidence of the acceleration of vesting and cancellation of the Options and the termination of the Equity Incentive Plan and award agreements in accordance with Section 2.6(d) in form and substance reasonably satisfactory to Parent;
(r) all minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of each Company Entity;
(s) correct and complete copies of the Organizational Documents of each Company Entity (other than the Company), certified by the secretary of such Company Entity; and
(t) a USB drive or similar electronic copy with the true, complete and correct contents of the “Project Octane” electronic data room created in connection with the transactions contemplated by this Agreement as of the Closing Date.
Appears in 1 contract
