Common use of Closing Deliveries by the Seller Clause in Contracts

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) stock transfer forms duly endorsed in blank in respect of the Shares and existing certificates representing the Shares; (b) a copy of the Lock-up Agreement executed by Xxxxx Xxxxxxx Xxxxx; (c) a receipt for the certificates evidencing the Consideration; (d) copies of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates); (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (f) a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 6.02(a); (g) a certified copy of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and (h) the resignations as director, effective as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the Seller.

Closing Deliveries by the Seller. At the Closing, the Seller Sellers shall deliver or cause to be delivered to the Purchaser: (a) stock transfer forms at the request of Purchaser, membership interest certificates evidencing the Transferred Equity Interests duly endorsed in blank, or accompanied by stock powers duly executed in blank in respect of the Shares and existing certificates representing the Shareswith all required stock transfer tax stamps and legends affixed; (b) executed counterparts of each Employment Agreement to which the Sellers are a copy of the Lock-up Agreement executed by Xxxxx Xxxxxxx Xxxxxparty; (c) a receipt for the certificates evidencing the ConsiderationPurchase Price; (d) copies of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates); (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the SellerMedvend Holdings, of the resolutions duly and validly adopted by the Board Managing Member of Directors Medvend Holdings and the members of the Seller Medvend Holdings evidencing its their authorization of the execution and delivery of this Agreement and the Ancillary Employment Agreements and the consummation of the transactions contemplated hereby and thereby; (e) a certificate of the Secretary or an Assistant Secretary of Medvend Holdings certifying the names and signatures of the officers of Medvend Holdings authorized to sign this Agreement and the Employment Agreements and the other documents to be delivered hereunder and thereunder; and (f) a certificate of a duly authorized officer of the Seller Medvend Holdings certifying as to the matters set forth in Section 6.02(a7.02(a); (g) a certified copy of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and (h) the resignations as director, effective as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the Seller.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: : (a) stock an instrument of transfer forms in the form of Exhibit A hereto with respect to the Transferred Shares, duly endorsed in blank in respect of executed by the Shares and existing certificates representing the Shares; Seller, (b) a the original share certificate or certificates (duly signed and sealed for and on behalf of the Company) in the name of the Purchaser, dated as from the Closing Date and duly executed on behalf of the Company, evidencing the sole ownership by the Purchaser of all of the Transferred Shares, (c) the true copy of the Lock-up Agreement executed register of members, certified by Xxxxx Xxxxxxx Xxxxx; (c) a receipt for the certificates evidencing the Consideration; (d) copies registered agent of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates); (e) Company to be a true and complete copycopy thereof, evidencing the Purchaser being the sole shareholder of the Company, (d) the electronic copy of the certificate of good standing of the Company, dated no earlier than five (5) days prior to the Closing, (e) the certified true copy of the register of directors, evidencing the Person designated by the Secretary or an Assistant Secretary Purchaser being the sole director of the SellerCompany, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby; (f) a certificate of a duly authorized officer the original copy of the Seller certifying as to share certificate in the matters set forth in Section 6.02(a); name of the Company evidencing its ownership of the Didi Shares, (g) a the scanned certified true copy of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy certificate of the resolutions good standing of the Board of Directors of each of the Companies authorizing the transfer of the FMC SharesDidi, the TMHL Shares or the IAL Shares, as applicable, from the Seller dated no earlier than five (5) days prior to the Purchaser; and Closing, (h) the resignations as directorwhole set of the company kit in respect of the Company under the Seller’s control, effective including the original register of directors, all seals and chops (if any) of the Company, (i) a compliance certificate dated as of the ClosingClosing signed by the Seller in the form attached hereto as Exhibit B, and (j) the original copy of all transaction documents and any other agreements or contracts to which the Company is a party that are under the Company’s possession, including but not limited to those that the Company has entered into for purposes of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the SellerDidi Shares.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) stock transfer forms a receipt for the Purchase Price executed by a duly endorsed in blank in respect authorized officer of the Shares and existing certificates representing the SharesSeller; (b) a true and complete copy of the Lock-up Agreement executed by Xxxxx Xxxxxxx Xxxxx; (c) a receipt for the certificates evidencing the Consideration; (d) copies resolutions of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates); (e) a true and complete copy, certified by the Secretary or an Assistant Secretary board of the Seller, of the resolutions duly and validly adopted by the Board of Directors directors of the Seller evidencing its authorization and approval of the execution and delivery by the Seller of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby; (c) (i) a true and therebycomplete copy of the approval officially granted by the competent branch of MOFCOM in respect of the transfer of the Equity Interest (the “MOFCOM Approval”), and (ii) a true and complete copy of the amended Approval Certificate for Foreign-Invested Enterprises issued by the competent branch of MOFCOM evidencing the completion of the transfer of the Equity Interest (the “Amended FIE Certificate”); (d) a true and complete copy of the resignation of Bruno Chevot, Xxxxxxxxxx Bombled and Tang Fei, as legal representative and/or director(s) of the Company, effective immediately as of the Closing; (e) the Closing Date Employee Schedule; (f) a certificate of capital verification report issued by a duly authorized officer licensed PRC accounting firm certifying to the due and sufficient contribution of the Seller certifying as to Additional Registered Capital Contribution by the matters set forth in Section 6.02(a);Seller; and (g) a certified copy an updated business license for the Company issued by the AIC reflecting the completion of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and (h) the resignations as director, effective as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the SellerAdditional Registered Capital Contribution.

Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) stock transfer forms certificates evidencing the Shares duly endorsed in blank blank, or accompanied by stock powers duly executed in respect of the Shares blank, in proper form for transfer, and existing certificates representing the Shareswith all required stock transfer tax stamps properly affixed thereto; (b) a copy of receipt for the Lock-up Agreement executed by Xxxxx Xxxxxxx XxxxxPurchase Price; (c) a receipt for the certificates evidencing the Consideration; (d) copies of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates); (e) a true and complete copycopies, certified by the Secretary an appropriate officer or an Assistant Secretary representative of the Seller, of (i) the resolutions duly and validly adopted by the Management Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby hereby, and thereby(ii) the Constituent Documents of the Seller; (fd) a certificate of an appropriate officer or representative of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (e) a duly authorized officer certificate of the Chief Executive Officer and Chief Financial Officer (or their equivalents) of the Seller certifying as to the matters set forth in Section 6.02(a8.03(a) and as to the matters set forth in Section 8.01 (as it relates to the Seller); (gf) a certified copy certificate of good standing of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and (h) the resignations as director, effective Company as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven a date no more than five Business Days prior to the Closing by Date; and (g) a certificate substantially in the Purchaser form of Annex 1 from the Company pursuant to Regulation Section 1.897-2(g)(1)(ii) and (h)(1)(i) to the Sellereffect that the Company is not a “United States real property holding corporation” for purposes of Section 897 and Section 1445 of the Code.