Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Seller Representative the following, subject to waiver, in part or in full, by the Seller Representative: (a) the Purchase Price, other than the Buyer Shares, less the Cash Escrow Amount for distribution by the Seller Representative to the Sellers pursuant to Schedule 1.1 and in the amounts set forth on Schedule 1.1; (b) the Note; (c) the Pledge Agreement; (d) a joinder to the LLC Agreement executed by the Buyer; (e) the Amended and Restated Rights Agreement executed by the Buyer; (f) the Escrow Agreement executed by the Buyer; (g) the Standstill Agreement Amendment executed by the Buyer; (h) the Warrant Purchase Agreement executed by the Buyer; (i) evidence of delivery of the Cash Escrow Amount to the Escrow Agent; (j) a certificate of the Secretary of State of the State of Michigan stating that the Buyer is in good standing or has comparable active status in such state; and (k) a certificate of the Secretary of the Buyer (i) certifying that attached to such certificate are true and complete copies of (a) the Buyer’s articles of incorporation, as amended through and in effect on the Closing Date, (b) the Buyer’s bylaws, as amended through and in effect on the Closing Date, and (c) resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which the Buyer is a party and consummation of the transactions contemplated by this Agreement and the Transaction Documents to which the Buyer is a party, and (ii) certifying as to the incumbency of the officer(s) of Buyer executing this Agreement and the Transaction Documents to which the Buyer is a party on behalf of the Buyer.
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Samples: Securities Purchase Agreement (United American Healthcare Corp)
Closing Deliveries of the Buyer. At The obligation of the Companies and the Shareholders to consummate the Transaction shall be subject to the delivery, prior to or at Closing, of each of the following by the Buyer shall deliver (the delivery of any or cause to all of which may be delivered to the Seller Representative the following, subject to waiver, in part or in full, waived by the Seller Representative:Companies and the Shareholders in their discretion):
(a) the cash portion of the Purchase Price, other than the Buyer Shares, less the Cash Escrow Amount for distribution by the Seller Representative to the Sellers pursuant to Schedule 1.1 and in the amounts set forth on Schedule 1.1;
(b) evidence of the Noteassumption or pay-off of Closing Indebtedness of the Companies pursuant to Section 1.3(a);
(c) the Pledge AgreementBuyer Closing Certificate;
(d) a joinder good standing certificates (or similar certificates of status) of the Buyer and TLSS, dated not more than thirty (30) days prior to the LLC Agreement executed Closing Date, issued by their respective states of incorporation or organization, as well as written consents or corporate or company resolutions authorizing the BuyerTransaction and the execution of the Transaction Documents;
(e) an incumbency certificate, signed by a duly authorized officer of the Amended Buyer and Restated Rights Agreement executed by TLSS, dated as of the BuyerClosing Date, certifying: (i) the incumbency of the directors and officers of the Buyer and TLSS; (ii) the authenticity and continuing validity of the certificate of incorporation, bylaws and other governing documents of the Buyer and TLSS, and attaching true, correct and complete copies of the same; and (iii) the authenticity and continuing validity of the resolutions of the Buyer and TLSS authorizing the consummation of the Transaction and attaching true, correct and complete copies of the same;
(f) a counterpart signature page to the Escrow Agreement executed by JS Employment Agreement, dated as of the BuyerClosing Date;
(g) a counterpart signature page to the Standstill Agreement Amendment executed by CS Employment Agreement, dated as of the BuyerClosing Date;
(h) a counterpart signature page to the Warrant Purchase Agreement executed by Consulting Agreement, dated as of the BuyerClosing Date;
(i) evidence of delivery of The MxXxxxx Xxxxx as executed by the Cash Escrow Amount to the Escrow AgentSTCI, as owned by Bxxxx;
(j) The North Haven Lease as executed by STCI, as owned by Bxxxx;
(k) The Tax Agreement signed by a certificate duly authorized officer of the Secretary of State of the State of Michigan stating that the Buyer is in good standing or has comparable active status in such stateand TLSS; and
(kl) a certificate of counterpart signature page to the Secretary of the Buyer (i) certifying that attached closing statement to such certificate are true and complete copies of (a) the Buyer’s articles of incorporation, as amended through and in effect on be prepared by the Closing Date, (b) the Buyer’s bylaws, as amended through and in effect on the Closing Date, and (c) resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which the Buyer is a party and consummation of the transactions contemplated by this Agreement and the Transaction Documents to which the Buyer is a party, and (ii) certifying as to the incumbency of the officer(s) of Buyer executing this Agreement and the Transaction Documents to which the Buyer is a party on behalf of the BuyerAgent.
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Samples: Stock Purchase and Sale Agreement (Transportation & Logistics Systems, Inc.)
Closing Deliveries of the Buyer. At the Closing, Parent and the Buyer Buyer, as applicable, shall deliver or cause to be have performed and delivered to the Seller Representative the following, subject to waiver, in part or in full, by the Seller Members’ Representative:
(a) the Purchase Price, other than the Buyer Shares, less the Cash Escrow Amount for distribution by the Seller Representative shall have executed and delivered to the Sellers pursuant Members’ Representative a certificate of its secretary, setting forth its and Parents’ certified organizational documents and resolutions of its managers or directors and shareholders, as applicable, (or other evidence reasonably satisfactory to Schedule 1.1 the Members’ Representative) authorizing the execution, delivery and performance of the Transaction Documents and the consummation of the Transactions, and certifying that (i) such organizational documents and resolutions have not been amended or rescinded and are in full force and effect, (ii) its and Parent’s officers executing this Agreement and the amounts set forth other Transaction Documents are incumbent officers and the specimen signatures on Schedule 1.1the certificate are their genuine signatures and (iii) the conditions specified in this Sections 8.1, 8.2 and 8.4 have been satisfied;
(b) Parent and the NoteBuyer shall have delivered to the Members a duly executed Cross-Receipt and Xxxx of Sale relating to the conveyance of the Acquired Units to the Buyer and the issuance of the applicable Buyer Units and the Class B Parent Shares to the Members in accordance with Section 1.1 and Section 1.2(a);
(c) the Pledge Agreement;
(d) a joinder to the LLC Agreement executed by the Buyer;
(e) the Amended and Restated Rights Agreement executed by the Buyer;
(f) the Escrow Agreement executed by the Buyer;
(g) the Standstill Agreement Amendment executed by the Buyer;
(h) the Warrant Purchase Agreement executed by the Buyer;
(i) evidence of delivery of the Cash Escrow Amount to the Escrow Agent;
(j) a certificate of Parent shall have filed with the Secretary of State of the State of Michigan stating that Delaware the Buyer is in Third Amended and Restated Parent Certificate;
(d) Parent shall have delivered a good standing certificate from the jurisdiction of its and each of its Subsidiaries’ organization and from each state in which it and each of its Subsidiaries is qualified to do business, each dated as of a date reasonably close to the date hereof;
(e) Members of the Parent Board and officers of Parent or has comparable active status in such stateBuyer that are not set forth on Annex B shall have executed a written resignation effective immediately following the Closing; and
(kf) a certificate Each of the Secretary of Parent and the Buyer (i) certifying that attached shall have delivered to such certificate are true and complete the Seller Parties duly executed copies of (a) each other Transaction Document to which Parent or the Buyer’s articles of incorporation, as amended through and in effect on the Closing Dateapplicable, (b) the Buyer’s bylaws, as amended through and in effect on the Closing Date, and (c) resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which the Buyer is a party and consummation of the transactions contemplated by this Agreement and the Transaction Documents to which the Buyer is a party, and (ii) certifying as to the incumbency of the officer(s) of Buyer executing this Agreement and the Transaction Documents to which the Buyer is a party on behalf of the Buyer.
Appears in 1 contract
Samples: Equity Transfer and Acquisition Agreement (Chart Acquisition Corp.)
Closing Deliveries of the Buyer. At the Closing, the Buyer shall deliver or cause to the Company Sellers and the Shareholders, as applicable, in addition to any other documents to be delivered to under the Seller Representative provisions of this Agreement, all of the following, subject to waiver, in part or in full, by the Seller Representative:
(ai) the Estimated Cash Purchase Price, other than the Buyer Shares, less the Cash Escrow Amount for distribution by the Seller Representative to the Sellers Price (as adjusted pursuant to Schedule 1.1 Section 1.5(d) and (f)), and the Asset Purchase Escrow Amount, which shall be placed in the amounts set forth on Schedule 1.1Escrow Account pursuant to Section 1.6, payable by wire transfer of immediately available funds in accordance with the Closing Statement;
(bii) the Subordinated Convertible Seller Note, in the form attached hereto as Exhibit K;
(ciii) the Pledge Closing Statement, the Escrow Agreement;
(d) a joinder to , the LLC Indemnification Agreement, the Bxxx of Sale and Assignment and Assumption Agreement, the Subordination Agreement, the Escrow Agreement, the Assignment and Assumption of Lease, the Lease Agreements, the Offer Letters, the Employment Agreement and the Primary Earn-Out Agreement in each case duly executed by the Buyer;
(e) the Amended and Restated Rights Agreement executed by the Buyer;
(f) the Escrow Agreement executed by the Buyer;
(g) the Standstill Agreement Amendment executed by the Buyer;
(h) the Warrant Purchase Agreement executed by the Buyer;
(i) evidence of delivery of the Cash Escrow Amount to the Escrow Agent;
(j) a certificate of the Secretary of State of the State of Michigan stating that the Buyer is in good standing or has comparable active status in such state; and
(kiv) a certificate of the Secretary of the Buyer and Parent (iA) certifying that attached to such certificate thereto are true and complete copies of (a) the Buyer’s articles of incorporation, as amended through and in effect on the Closing Date, (b) the Buyer’s bylaws, as amended through and in effect on the Closing Date, and (c) all resolutions of Buyeradopted by such entity’s board of directors directors, shareholders, members or managers (or similar governing body), as applicable, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which and the Buyer is a party and consummation of the transactions contemplated by this Agreement hereby and the Transaction Documents to which the Buyer is a partythereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iiB) certifying that attached thereto are true and complete copies of such entity’s certificate of incorporation or certificate of formation (or similar document), as applicable, as amended through and in effect on the Closing Date; (C) certifying that attached thereto are true and complete copies of such entity’s bylaws or limited liability company agreement, as applicable, as amended through and in effect on the Closing Date; and (D) certifying as to the incumbency of the officer(s) of Buyer such entity executing this Agreement and the Transaction Documents to which the Buyer is a party on behalf of such entity;
(v) certificates, dated not earlier than the tenth (10th) Business Day prior to the Closing Date, of the Secretary of State of the State of Delaware, stating that the Buyer and Parent are in good standing or have comparable active status in such state;
(vi) an executed certificate from the Buyer, certifying as to the accuracy of the conditions set forth in Section 5.2(a) and Section 5.2(b);
(vii) if the Estimated 2014 Adjusted EBITDA Amount exceeds the Targeted Adjusted EBITDA Amount, the Additional Earn-Out Agreement, duly executed by Buyer; and
(viii) such other documents relating to the transactions contemplated by this Agreement as the Sellers may reasonably request.
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