Closing Deliveries of Parent. The obligations of the Company to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the satisfaction or the written waiver by the Company, at or prior to the Closing, of each of the following conditions:
Closing Deliveries of Parent. At the Closing, Parent or Sub, as applicable, shall deliver the following to the Company or the Shareholders, as appropriate.
(a) Total Consideration. Parent shall deliver the Total Consideration, as provided in Article I.
Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following:
(a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Effective Time, the conditions set forth in Section 9.1 above have been satisfied; and
(b) the Escrow Agreement, duly executed and delivered by Parent; and
(c) evidence of the deposit of the amounts set forth in Section 2.8(a) above with the Paying Agent.
Closing Deliveries of Parent. Unless otherwise set forth below, at the Closing, Parent shall deliver, or cause to be delivered, to the Stockholders the following:
(a) promptly following the Effective Time, payment of the Initial Closing Cash Consideration and Merger Shares in accordance with Section 2.9;
(b) a certificate, dated as of the date hereof, signed by the Secretary of Parent and in form and substance reasonably satisfactory to the Stockholder Representative, certifying (i) the names of Parent’s officers and the Merger Subs’ officers authorized to sign this Agreement and the other documents, instruments or certificates to be delivered pursuant to this Agreement by Parent, together with true specimen signatures of such officers; (ii) that the copies of the articles or certificate of incorporation and the bylaws of Parent and Merger Sub I and the certificate of formation and limited liability company agreement of Merger Sub II, each as amended to date, attached thereto are true, correct and complete; and (iii) that the copies of the resolutions (or written consents, in lieu thereof) of Parent and the Merger Subs attached thereto evidencing the approval of this Agreement and the other matters contemplated hereby and thereby were duly adopted and are in full force and effect;
(c) a certificate signed by an authorized representative of Parent, in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, to the effect that each of the conditions set forth in Sections 8.3(a) and 8.3(b) have been satisfied;
(d) a Certificate of Existence of Parent dated within ten (10) Business Days of the Closing Date, certified by the Secretary of State of the State of North Carolina;
(e) a Certificate of Good Standing of each of the Merger Subs dated within ten (10) Business Days of the Closing Date, certified by the Secretary of State of the State of Delaware;
(f) an executed Lock-up Agreement duly executed by Parent and each Key Stockholder;
(g) the PPP Loan Escrow Agreement duly executed by Parent; and
(h) such other documents, instruments, certificates, consents and other agreements as the Company may reasonably require to effect the transactions contemplated by this Agreement to be consummated as of the Closing.
Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following:
(a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Closing, the conditions set forth in Sections 9.1 and 9.2 above have been satisfied;
(b) the Escrow Agreement, duly executed and delivered by Xxxxxx;
(c) a certificate of the Secretary of the Parent dated the Closing Date, in form and substance reasonably satisfactory to Company as to (i) the Parent’s charter and bylaws (the “Parent Organizational Documents”) and the Parent being in good standing (including attaching the Parent Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation) and (ii) the incumbency and signatures of the officers of the Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(d) evidence, reasonably satisfactory to the Company, as to the consent of the third party identified on Schedule 9.2, if any;
(e) the Offer Package Agreements and Non-Competition Agreements identified in Section 8.4, duly executed and delivered by Xxxxxx; and
(f) evidence of the deposit of the shares of Parent Common Stock set forth in Section 2.8(a) above with the Exchange Agent.
Closing Deliveries of Parent. At the Closing, Parent shall deliver the following to the Company and/or the Company’s shareholders, as appropriate:
Closing Deliveries of Parent. At the Closing, Parent and Merger Sub, as appropriate, shall have performed and delivered the following, subject to waiver, in part or in full, by the Company or the Stockholder Representative, as applicable:
(a) each of Parent and Merger Sub shall have executed and delivered to the Company a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Stockholder Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; and
(b) Parent, Merger Sub and the Escrow Agent shall have executed and delivered the Escrow Agreement.
Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following:
(a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Effective Time, the conditions set forth in Section 9.1 above have been satisfied;
(b) the Escrow Agreement, duly executed and delivered by Parent;
(c) a certificate of the Secretary of the Parent dated the Closing Date, in form and substance reasonably satisfactory to Company as to (i) the Parent’s charter and bylaws (the “Parent Organizational Documents”) and the Parent being in good standing (including attaching the Parent Organizational Documents and certificates of good standing dated not more than five (5) Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation) and (ii) the incumbency and signatures of the officers of the Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(d) the legal opinion of Xxxxxxx XxXxxxxxx, LLP in a form reasonably acceptable to the Company;
(e) evidence, reasonably satisfactory to the Company, as to the consent of the third party consents identified on Schedule 9.4; and
(f) evidence of the deposit of the shares of Parent Common Stock set forth in Section 2.7(a) above with the Paying Agent.
Closing Deliveries of Parent. At or prior to the Closing, Parent shall have delivered, or caused to be delivered, to the Company the following:
Closing Deliveries of Parent. At the Closing, Parent shall deliver the following.
(a) Merger Consideration. Parent shall deliver the Merger Consideration (less the Escrow Amount and the Expense Amount) to the Paying Agent and shall deposit the Escrow Amount and the Expense Amount with the Escrow Agent.
