Closing Deliveries and Other Actions Sample Clauses

Closing Deliveries and Other Actions. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (other than items set forth in Section 1.4(a)(ii), which shall be delivered by the Company to each Purchaser at least two (2) Business Days prior to the Closing): (a) The Company shall deliver, or cause to be delivered, to each Purchaser: (i) counterparts to the Second A&R Operating Agreement duly executed by the Company and each other party thereto (other than Purchasers); (ii) from each Redeemed Member, a valid and complete IRS Form W- 9; and (iii) except in the case where such Purchaser makes such payments on behalf of the Company, reasonable evidence of the completion of the payments contemplated by Section 1.3. (b) (i) Mistral Purchaser shall deliver, or cause to be delivered, to the Company and Verlinvest Purchaser, a counterpart to the Second A&R Operating Agreement duly executed by Mistral Purchaser and (ii) Verlinvest Purchaser shall deliver, or cause to be delivered, to the Company and Mistral Purchaser, a counterpart to the Second A&R Operating Agreement duly executed by Verlinvest Purchaser.
Sample 1
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Closing Deliveries and Other Actions. (a) At the Closing, APT will deliver to Century and UG: (i) the Articles of Merger executed by the Company; (ii) a good standing certificate for the Company from the Nevada Secretary; (iii) the Assignment and Assumption Agreement, executed by Alliance and the Surviving Corporation; (iv) the Supply Agreement between Bally and the Company, substantially in the form attached as Exhibit H hereto (the “Supply Agreement”), executed by Bally and the Company; (v) estoppel certificates executed by Landlord and any landlord under any lease listed in Schedule 3.6(a), except where failure to obtain such certificates would not have a Material Adverse Effect; (vi) any consents required under Section 3.19, except where failure to obtain such consents would not have a Material Adverse Effect; (vii) an opinion from Xxxxx Xxxxxx, counsel for APT, relating to the Merger, the New Common Stock and the Transaction Agreements, dated as of the Closing Date and having such form and content as are reasonably acceptable to Century and UG and customary for transactions of the nature contemplated by the Transaction Agreements; (viii) the Intellectual Property Licensing Agreement between Alliance and the Company, substantially in the form attached as Exhibit I hereto (the “License Agreement”), executed by Alliance and the Company; (ix) evidence reasonably acceptable to UG and Century that (1) the Pre-Merger Shares have been released from all Liens other than Permitted Liens, (2) at and as of the Effective Time the New Common Stock is free of all Liens other than Permitted Liens or Liens created by actions taken by UG or Century and (3) the Company has been released from all obligations in connection with Indebtedness of Alliance or APT (other than as contemplated hereby); (x) certificates evidencing all of the Pre-Merger Shares, duly endorsed by APT for cancellation in exchange for the Merger Consideration; (xi) the written resignations of all directors and officers of the Company from all of their respective positions as directors and officers of the Company; (xii) a certificate substantially in the form attached as Exhibit J hereto, executed by APT and Alliance, representing and warranting to UG and Century that (1) each of APT’s and Alliance’s representations and warranties in this Agreement was accurate in all material respects as of the Signing Date and is accurate in all material respects as of the Closing Date as if made on the Closing Date and (2) each of APT’s and Alliance’s a...
Sample 1
Closing Deliveries and Other Actions 
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Related to Closing Deliveries and Other Actions

  • Voting Rights and Other Actions 10 SECTION 4.1. Prior Notice to Holder with Respect to Certain Matters.......................................10 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters.......................................11 SECTION 4.3. Restrictions on Certificateholder's Power..............11 SECTION 4.4. Rights of Security Insurer.............................12

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

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