Closing Deliveries of Parent and Merger Sub Sample Clauses

Closing Deliveries of Parent and Merger Sub. At the Closing, in addition to any other documents specifically required to be delivered pursuant to this Agreement, Parent and Merger Sub shall deliver to Shareholders: (a) the immediately available funds as required by Section 2.3(a) above; (b) the Standard Management Shares, as required by Section 2.3(b) above; (c) the Notes, as required by Section 2.3(c) above; (d) a certificate of the Secretary or Assistant Secretary of Merger Sub, dated as of the date hereof, certifying (i) the resolutions duly adopted by the Board of Directors and shareholder of Merger Sub authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and (ii) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; and (e) a certificate, duly executed by an officer of Merger Sub, dated as of the Closing Date, certifying (i) that Merger Sub has performed and complied in all material respects with all of the terms, provisions and conditions of this Agreement to be performed and complied with by it prior to the Closing, and (ii) that Merger Sub's representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date.
Sample 1
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Closing Deliveries of Parent and Merger Sub. At the Closing, Parent and Merger Sub shall deliver, or cause to be delivered, to Bank the following: (a) copies of all Regulatory Approvals and all Required Parent Consents; (b) a certificate of the Secretary of Parent attaching the following, each certified by the Secretary of Parent as being true, complete and correct copies of the originals, which have not been modified or amended and which are in effect immediately prior to the Effective Time: (i) the Certificate of Incorporation of Parent (certified by the Delaware Secretary of State); (ii) the Bylaws of Parent; (iii) the Parent Board Approval; and (iv) all of the votes, consents and approvals required of the Parent Stockholders authorizing and approving the issuance of the Parent Shares, to the extent such approval is required by Applicable Laws (the “Parent Stockholder Approval”); (c) a certificate of the Secretary of Merger Sub attaching the following, each certified by the Secretary of Merger Sub as being true, complete and correct copies of the originals, which have not been modified or amended and which are in effect immediately prior to the Effective Time: (i) the Certificate of Incorporation of Merger Sub (certified by the Delaware Secretary of State); (ii) the Bylaws of Merger Sub; (iii) a copy of the resolutions of the board of directors of Merger Sub authorizing the execution and delivery of this Agreement and the completion of the transactions contemplated hereby (the “Merger Sub Board Approval”); and (iv) all of the votes, consents and approvals required of the Merger Sub’s stockholders for the authorization, execution and delivery of this Agreement and the Related Documents by Merger Sub and the performance by Merger Sub of the Merger and the other transactions contemplated hereby and thereby (the “Merger Sub Stockholder Approval”); (d) a certificate of good standing for Parent issued by (i) the Delaware Secretary of State and (ii) the Secretary of State or other appropriate authority for each foreign jurisdiction in which Parent is qualified to do business, each such certificate to be dated not more than 10 days prior to Closing and a certificate of good standing for Merger Sub issued by the Nevada Secretary of State; (e) each of the certificates to be delivered under Section 10.3(a) and (b), duly executed by the appropriate Person(s) specified in such Sections; (f) written evidence to the reasonable satisfaction of Bank that the shares of Parent Common Stock to be issued as part of th...
Sample 1
Closing Deliveries of Parent and Merger Sub. On or prior to the Closing Date, Parent and Merger Sub shall deliver (or cause to be delivered) to the Company the following: (a) the Escrow Agreement duly executed by Xxxxxx and the Escrow Agent.
Sample 1
Closing Deliveries of Parent and Merger Sub. At or prior to the Closing, Parent and Merger Sub shall have delivered, or caused to be delivered, to the Company a certificate of a senior executive of Parent and of Merger Sub, dated the Closing Date and in form and substance reasonably satisfactory to the Company, certifying as to the matters set forth in Sections 7.3(a) and 7.3(b).
Sample 1
Closing Deliveries of Parent and Merger Sub. At or prior to the Closing, Parent and Merger Sub will deliver the following to the Company, duly executed as appropriate: (a) the Escrow Agreement; (b) the Exchange Agent Agreement; (c) the Registration Rights Agreement; (d) a certificate dated as of the Closing Date from Parent, signed by a duly authorized officer thereof and in form and substance satisfactory to the Company certifying (i) the resolutions of Parent’s board of directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement; (e) a certificate of good standing of Parent from the Minnesota Secretary of State, dated no more than ten (10) days prior to the Closing Date; (f) an opinion of the legal counsel to Parent and Merger Sub as to the matters referred to on Exhibit J.
Sample 1
Closing Deliveries of Parent and Merger Sub. At the Closing, Parent shall deliver to the Equityholders’ Representative, the Principal Equityholders, the Equityholders, the PSU Holders, the Escrow Agent, or the holders of the Closing Debt, as applicable: (i) A certificate, duly executed by an authorized officer of each of Parent and Merger Sub, dated the Closing Date, certifying that the conditions of Section 7.1(a) have been fulfilled; (ii) Payments for those amounts described in, and in accordance with the terms and conditions of, Section 3.1(a), Section 3.1(b), and Section 3.2; (iii) The Non-Compete Agreement, executed by Parent; (iv) The Key Employee Agreements, executed by the Surviving Corporation; and (v) The Escrow Agreement, executed by Parent.
Sample 1
Closing Deliveries of Parent and Merger Sub. At the Closing, Parent shall have performed and delivered the following, subject to waiver, in part or in full, by the Company: (a) Parent and Merger Sub shall have executed and delivered to the Company an officer’s certificate certifying to the matters set forth in Sections 8.1 and 8.2; (b) Parent shall have executed and delivered to each of the Engineering Employees who are neither Key Employees nor Founders an Offer Letter with the Company in the form attached hereto as Exhibit J; and (c) Parent, Merger Sub and the Escrow Agent shall have executed and delivered the Escrow Agreement.
Sample 1
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Closing Deliveries of Parent and Merger Sub. At the Closing, Parent shall have executed and delivered an officer’s certificate stating that the representations and warranties of Parent contained in this Agreement and in any certificate delivered by Parent pursuant hereto are true, correct and complete in all respects and that the covenants and other agreements of Parent required by this Agreement to be complied with, performed or satisfied have been complied with, performed or satisfied in all respects.
Sample 1
Closing Deliveries of Parent and Merger Sub. At the Closing, Parent shall have performed and delivered the following, subject to waiver, in part or in full, by the Shareholders’ Representative: (a) Parent and Merger Sub shall have executed and delivered to the Company an officer’s certificate certifying to the matters set forth in Sections 8.1 and 8.2; and (b) Parent shall have established and approved the Employee Incentive Plan.
Sample 1

Related to Closing Deliveries of Parent and Merger Sub

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Merger Closing (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

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