Closing Deliveries and Conditions. (a) The Company shall deliver to Acquiror, at or prior to the Closing, each of the following:
(i) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-2, or their proxyholder(s);
(ii) a counterpart to the Escrow Agreement, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date and executed by the Effective Time Holders’ Agent and Xxxxx Fargo Bank, N.A. (the “Escrow Agent”);
(iii) FIRPTA documentation, comprised of (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit E, dated as of the Closing Date and executed by the Company, together with written authorization for Acquiror to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit F, dated as of the Closing Date and executed by the Company;
(iv) resignations from each of the directors and each of the officers of the Company and each Subsidiary in office immediately prior to the Closing;
(v) a Certificate of Status from the Secretary of State of the State of Delaware, the Secretary of State of the State of California and each other State or other jurisdiction in which the Company is qualified to do business as a foreign corporation, dated within seven days prior to the Closing Date, and certifying that the Company is in good standing (to the extent such jurisdiction recognizes such concept) and, to the extent provided by such certificate and in such jurisdiction, that all applicable state franchise or similar Taxes and fees of the Company through and including the date of the certificate have been paid;
(vi) the Company Net Working Capital Certificate;
(vii) evidence satisfactory to Acquiror of the consent to assignment of any Person whose consent to assignment may be required in connection with the Merger or any other transaction contemplated by this Agreement under the Contracts listed or described on Schedule 1.4(a)(vii) hereto;
(viii) the minute book of the Company;
(ix) the Company Financial Statements;
(x) a counterpart to the form of the Employment Agreements, executed by (A) each of the employees of the Company set forth on Schedule A to this Agreement (none of which shall have been revoked) and (B) not less than 75% of the employees of the Company offered employment by Acqu...
Closing Deliveries and Conditions. 5.1. Seller’s Deliveries And Conditions Of Purchaser’s Obligation. The obligations of Purchaser to consummate the transactions set forth in this Agreement are subject to the fulfillment of each of the following conditions, any of which may be waived in writing by Purchaser:
a. Seller shall have duly executed and delivered to Purchaser any license agreements, assignments, and such other instruments of transfer as may be reasonably requested by Purchaser to transfer the Technology and the Proprietary Rights, and any other consideration stated in Exhibit B, to Purchaser, all in a form reasonably satisfactory to Purchaser;
b. Seller shall execute an assignment attached hereto as Exhibit A (“Patent Assignment”) suitable for filing with the U.S. Patent and Trademark Office (“USPTO”) within thirty (30) days after the Closing Date, provided Purchaser has complied with all of the payment requirements set forth in Section 2.3. Seller shall send within forty-five (45) days after the Closing Date, via Federal Express or other reliable and trackable delivery service, to Purchaser the executed original of the Patent Assignment along with the patent prosecution files and original documents related to the patent prosecution files that are owned or controlled by Seller its agents or attorneys regarding the Patents and Patent Applications, including, without limitation, any assignments for the Patents and Patent Applications, documents and materials evidencing dates of invention, prosecution history files, and an electronic copy of an updated docket current;
c. No preliminary or permanent injunction or other binding order, decree or ruling issued by a court or governmental agency shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement;
d. Seller shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with; and
e. The representations and warranties of Seller contained in this Agreement and any exhibits and schedules attached or referenced thereto shall be true and correct .
Closing Deliveries and Conditions. (a) At the Closing, the Company shall be obligated to deliver or cause to be delivered to the Purchaser:
(i) Instructions to the transfer agent of the Company to issue stock certificates in the name of the Purchaser evidencing 5,000,000.00 Shares of Common Stock being sold to the Purchaser; and
(ii) And a duly executed signature page to this Agreement.
(b) At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following:
(i) $1,000,000.00 by wire transfer to the trust account of the Company’ legal counsel, Xxxxxxxx, Loop & Xxxxxxxx, LLP;
(ii) A duly executed signature page to this Agreement; and
(iii) Purchaser shall have surrendered that certain $1,000,000.00 Secured Promissory Note dated May 25, 2010 to the Company.
(c) At the Closing, the Company and Purchaser shall execute the Revolving Credit Agreement in the form attached hereto as Exhibit 2.2(c).
(d) All representations and warranties of the other party contained herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties must be correct as of such date), all necessary consents and waivers of third parties shall have been obtained and each party shall have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the party at or prior to the Closing.
Closing Deliveries and Conditions. (a) The following deliveries shall be made as part of the Closing:
(i) Within three (3) business days after the Closing (but in no event prior to satisfaction of the condition set forth in Section 1.4(b)(ii) below), the Company shall deliver the Repurchase Price to Microsoft; and
(ii) At the Closing, Holdings shall deliver to the Company certificates representing the Repurchase Shares, duly endorsed in blank for transfer or accompanied by duly executed blank stock powers, together with such other instruments as shall reasonably be required by the Company to transfer to the Company all right, title and interest in and to the Repurchase Shares and in each case in form and content reasonably satisfactory to the Company and its counsel.
(b) The obligation of Avanade to effect the repurchase provided for herein and to make the closing deliveries pursuant to Section 1.4(a) is subject to the satisfaction or waiver of the following conditions on or prior to the date of the Closing:
(i) The Second Amended and Restated Contribution and Stockholders Agreement among the Company and certain of its stockholders, dated as of the date hereof (the "Contribution Agreement"), shall have been executed by each of Microsoft, Accenture Ltd and Accenture International Sarl simultaneously with the execution of this Agreement and such Contribution Agreement shall be in full force and effect; and
(ii) Microsoft shall have made all of its capital contributions to the Company provided for in Section 2.2(a) of the Contribution Agreement.
(c) The obligation of Microsoft to effect the repurchase provided for herein and to make the closing deliveries pursuant to Section 1.4(a) is subject to the satisfaction or waiver of the following condition on or prior to the date of the Closing:
(i) The Contribution Agreement shall have been executed by each of the Company, Accenture Ltd and Accenture International Sarl simultaneously with the execution of this Agreement and such Contribution Agreement shall be in full force and effect.
Closing Deliveries and Conditions a) ASI's Closing Deliveries and Conditions of Markland's Obligations. The obligations of Markland to consummate xxx xxxxxactions set forth in this Agreement xxx xxxject to the fulfillment on, or before, the Closing Date of each of the following conditions, any of which may be waived in writing by Markland:
(1) ASI shall have duly executed and delxxxxxx xo Markland the Sublicense Agreement substantially in the form attached xxxxxx xs Exhibit F (the "Sublicense Agreement") and such other instruments of transfer as may be reasonably requested by Markland to transfer the Technology and the Proprietary Rights to Marxxxxx, xll in a form reasonably satisfactory to Markland;
(2) No preliminary or permanent injunxxxxx xx other binding order, decree or ruling issued by a court or governmental agency shall be in effect which shall have the effect of preventing the consummation of the transactions contemplated by this Agreement;
(3) ASI shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing; and
(4) The representations and warranties of ASI contained in this Agreement and any exhibits and schedules attached or referenced thereto shall be true and correct on and as of the Closing Date.
Closing Deliveries and Conditions. (a) The following deliveries shall be made as part of the Closing:
(i) At the Closing, Microsoft shall deliver the cancelled Note to the Company; and
(ii) At the Closing, the Company shall deliver to Microsoft (i) the certificates representing the Purchased Shares; and (ii) the Remaining Balance by wire transfer in accordance with written instructions provided by Microsoft.
(b) The obligation of Avanade to deliver the Purchased Shares and the Remaining Balance and the obligation of Microsoft to deliver the cancelled note provided for herein are subject to the satisfaction or waiver of the following conditions on or prior to the date of the Closing:
(i) The Third Amended and Restated Contribution and Stockholders Agreement among the Company and certain of its stockholders, dated as of the date hereof (the "Contribution Agreement"), shall have been executed by each of Microsoft, Accenture Ltd and Accenture International Sarl simultaneously with the execution of this Agreement and such Contribution Agreement shall be in full force and effect.
Closing Deliveries and Conditions. (a) Other than for the documents set forth in Sections 2.4(a)(ii), 2.4(a)(iii) and 2.4(a)(v), which Seller shall be deliver at Closing, ten (10) days prior to the Closing, Seller shall deliver, or cause the delivery of, to Buyer of:
(i) the Purchased Assets as identified in Exhibit A, of which the Business Equipment Assets shall be delivered at the Facility of Seller, for inspection by Buyer personnel as to their presence at the Facility and as to their working order. Any Business Equipment Assets not purchased by Buyer that remain in the Facility, will be deemed abandoned by Seller and Buyer will have the right to dispose of such assets. Buyer will pay for any costs associated with the disposal of such assets and keep any proceeds from the sale of such assets.
(ii) a new lease between landlord and Buyer to extend the current occupancy of the Facility to at least five years from the Closing Date, as referenced in Section 2.4(a)(ii)_of the Disclosure Schedule;
(iii) a counterpart to an Assignment and Assumption Agreement in the form attached hereto as Exhibit B, duly executed by Seller and which shall be in full force and effect;
(iv) an executed assignment of the Seller’s Confidential Information and Inventions Agreement of each Seller employee or consultant, whether present or past, to Buyer; namely, Xxxxxxx X. Xxxxx, PhD, CEO; Xxxx Xxxxxxxx, Previous CEO, Xxxxxx Xxxxxxxx, PhD, VP R&D; Xxxxx Xxxxxxxxxxx, Engineer; Xxxxxxxxx Xxxxxxxxx, Bookkeeper & HR Director; Xxxxx X. Xxxxxx, PhD, Co-Founder, Fellow (Consultant); Xxxx Xxxxxxxxx, Facilities Director; Xxxxx Xxxx, Building Consultant; Xxxxxxx Xxxx, Equipment Engineering Director; Summer X. Xxxxx, Project Manager; Xxxxxx Xxxxxxxxxxx; Xxxxxxxxxxx X. Xxxxxx; Xxxxxxx Xxxxx (Consultant); Xxxxxx Xxxxxx (Independent Contractor); Xxxxx Xxxxxx (Consultant), as referenced in Section 2.4(a)(iv) of the Disclosure Schedule;
(v) a copy of separation agreements of each employee, including consent to assign their respective Confidential Information and Inventions Agreements, as referenced in Section 2.4(a)( v) of the Disclosure Schedule.
(vi) counterparts to the Intellectual Property Assignment Agreements, in the form set forth in Exhibit C, duly executed by Seller;
(vii) counterparts of mutually agreed upon employment agreements by and between Buyer (or its Affiliate) and each Key Employee (Xxxxxxx Xxxxx and Xxxxxxx Xxxxxx (Consultant)), respectively, (the “Buyer Employment Agreements”), duly executed by each Key Employee...
Closing Deliveries and Conditions. 29 SECTION 7.1
Closing Deliveries and Conditions. 7 5.1. Representations, Warranties and Covenants . . . . . . . . 7 5.2. Certificates and Documents . . . . . . . . . . . . . . . . 7 5.3.
Closing Deliveries and Conditions. The closing of the sale and purchase of the Purchased Shares and the Additional Purchased Shares (the "Closing" and the "Additional Closing," respectively,) shall take place at the offices of Portxx & Xedgxx, X.L.P., counsel to the Company, in Houston, Texas. The Closing shall occur on the same date as the execution and delivery of this Agreement (the "Closing Date"). The Additional Closing shall occur on the date mutually agreed to by the Company and the Purchaser (the "Additional Closing Date"), or if the Company and the Purchaser cannot agree, then the Additional Closing Date shall be the tenth (10th) business day following the Put Option Date. At the Closing and the Additional Closing, the Company shall deliver to the Purchaser a certificate representing the Purchased Shares and the Additional Purchased Shares, respectively, registered in the name of the Purchaser against payment of the purchase price by wire transfer, certified or cashier's check or other method acceptable to the Company. The Purchaser's obligation to purchase the Purchased Shares and the Additional Purchased Shares is subject to the fulfillment of the following conditions on or before the Closing Date and the Additional Closing Date, respectively.
