Closing Deliveries of the Company. At the Closing, the Company will deliver to Purchaser:
(a) a transition services agreement in the form of Exhibit C (the “Transition Agreement”), executed by the Company;
(b) a license agreement in the form of Exhibit D (the “License Agreement”), executed by the Company;
(c) a non-competition agreement in the form of Exhibit E (the “Non-Competition Agreement”), pursuant to which the Company agrees to certain restrictive covenants, executed by the Company;
(d) a certificate of the Company signed by an executive officer of the Company certifying that the conditions set forth in Section 2.3(b) and Section 2.3(c) above have been satisfied;
(e) a certificate of the Secretary of the Company and each Seller Subsidiary, certifying that attached thereto are true and complete copies of (i) the Governing Documents of the Company and each Seller Subsidiary, as amended through and in effect on the Closing Date, and (ii) resolutions of the board of directors or the equivalent governing body of the Company and each Seller Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby, and certifying as to the incumbency of the officer of the Company and Seller Subsidiary executing this Agreement and each Transaction Document on behalf of the Company and each Seller Subsidiary;
(f) certificates of good standing for the Company issued by the secretary of state of the state of incorporation or formation of the Company and by secretaries of state, or equivalent Governmental Authority, of each other jurisdiction in the United States where the Company is qualified as a foreign corporation;
(g) a xxxx of sale in the form of Exhibit F, executed by the Company (“Xxxx of Sale”);
(h) an Assignment and Assumption Agreement in the form of Exhibit G (the “Assignment and Assumption Agreement”), executed by the Company;
(i) Local Asset Transfer Agreements in each applicable foreign jurisdiction executed by the Company and/or one or more Seller Subsidiaries;
(j) a facility sharing agreement between the Company or any applicable Subsidiary and Purchaser or its applicable Subsidiary for a portion of each facility listed on Schedule 2.4(j)(1) which facility sharing agreement shall contain, among other terms, the terms set forth on Schedule 2.4(j)(2) and shall be in the form of Exhibit H (the “Facility Use Agreements”) and evidence that the Company or any applicable Subs...
Closing Deliveries of the Company. At the Closing, the Company shall deliver, or cause to be delivered, the Shares.
Closing Deliveries of the Company. The obligations of Parent and Merger Subs 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 Parent, at or prior to the Closing, of each of the following conditions:
Closing Deliveries of the Company. At Closing, the Company shall deliver the following documents to the Parent and Acquisition Corp.:
(a) A certificate, dated the Closing Date, executed on the Company's behalf by its Chief Executive Officer and Chief Financial Officer, certifying the following:
(i) the representations and warranties of the Company under this Agreement are true and correct in all material respects on the Closing Date;
(ii) the Company has performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date; and
(iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time, or both, would constitute a Default or Event of Default, and since the Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Company, except as a result of the fees and expenses incurred in connection with the Private Placement and the transactions contemplated by this Agreement.
(b) An opinion of Xxxx Xxxxxxx, P.C., New York, New York, counsel for the Company, to the effect set forth in Exhibit J hereto.
(c) A certificate, dated the Closing Date, executed by the Company's Secretary, certifying that, except for the filing of the Certificate of Merger: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the Certificate of Merger and the consummation of the Merger shall have been duly made or obtained, and all material consents by third parties that are required for the Merger have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the Certificate of Merger or the carrying out of the transactions contemplated by the Merger Documents.
(d) Copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement, the Merger Documents and all other documents and instruments to be delivered pursuant hereto and thereto.
(e) A certificate of incumbency executed by the Secretary of the Company certifyin...
Closing Deliveries of the Company. At the Closing, the Company shall deliver to the Lenders the following, all of which shall be in form and content satisfactory to the Lenders and their counsel:
Closing Deliveries of the Company. On the Closing Date, the Company shall deliver or cause to be delivered to the Subscriber all the following documents at the same time, in form and substance reasonably satisfactory to the Subscriber:
(i) a receipt signed by a duly authorized officer of the Company, acknowledging receipt of the Subscription Price;
(ii) bond certificates representing the Convertible Bonds;
(iii) a certificate of a duly authorized officer of the Company attaching copies, certified by such officer as true and complete, of the resolutions of its board of directors in connection with the authorization and approval of the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereunder and of all other documents evidencing all necessary corporate action taken in connection therewith;
(iv) a certified copy of the Commercial Registry extract of the Company dated as of a date no later than the date hereof;
(v) the Articles of Incorporation of the Company; and
(vi) such other documents as the Subscriber may reasonably request.
Closing Deliveries of the Company. The obligations of Parent and Merger Subs to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to Parent receiving the following documents, each of which shall be in full force and effect, or the written waiver by Parent of delivery:
(a) the Company Stockholder Approval certified by the Chief Executive Officer of the Company;
(b) the Company Lock-Up Agreements;
(c) Debt Settlement Agreements with respect to each of the Company Notes; and
(d) The Company Bring-Down Certificate.
Closing Deliveries of the Company. At the Closing, the Company will deliver to the Purchaser the following, the delivery of which shall be a condition to Purchaser’s obligation to consummate the transactions contemplated herein:
4.3.1. A court-certified copy of the Court Order and approval by the OCS;
4.3.2. Upon the payment of the Purchase Price as set forth above, the Company through the Special Manager shall return to the Purchaser the bank guarantee in the amount of US$ 700,000 provided by the Purchaser in connection with this agreement.
4.3.3. The Purchased Assets and all embodiments thereof by Company and the Special Manager into the custody, possession and control of Purchaser, and free and clear of all Liens as provided in the Court Order; and
Closing Deliveries of the Company. At the Closing, the Company shall deliver to the applicable Investor:
(a) a copy of the duly executed share certificates issued by the Company representing the Purchased Shares in the name of such Investor, certified as true by the Corporate Agent, with the original copies to be delivered to such investor within five (5) Business Days after the Closing;
(b) a copy of the register of members of the Company as of the Closing evidencing the issuance of the Purchased Shares in the name of such Investor, certified as true by the Corporate Agent;
(c) a copy of the register of directors of the Company as of the Closing, certified as true by the Corporate Agent, reflecting that the person designated by Alibaba has been duly elected to the Board as a director as of the Closing;
(d) a copy of the resolutions evidencing the authorization by the Board of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the other Transaction Documents, certified by a duly authorized director of the Board to be a true, complete and correct copy thereof;
(e) a receipt or written acknowledgement of payment of such Investor’s allocation in the Total Price, i.e., the amount as set forth in the right column opposite to such Investor’s name on Schedule 1 (or as adjusted in accordance with Section 2.2, the “Allocation Price” of such Investor), executed on behalf of the Company by its chief executive officer or chief financial officer; and
(f) such other documentary deliveries as set forth in Section 6.1.
Closing Deliveries of the Company. At or prior to the Closing, the Company and, as applicable, the Equityholders, shall deliver to Xxxx.xxx in a form and substance acceptable to Xxxx.xxx in its reasonable discretion each of the following:
