Closing Deliveries of the Company and the Sellers Sample Clauses

Closing Deliveries of the Company and the Sellers. Peskaitis or the Company, as the case may be, shall deliver, or cause to be delivered, the following documents: (a) At the First Closing: (i) Peskaitis shall deliver to Buyer certificates representing the First Closing Peskaitis Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (ii) The Company shall deliver to Buyer certificates representing the First Closing Company Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (iii) Peskaitis shall deliver to "Anthxxx Xxxxxx, as Voting Trustee under Voting Trust Agreement dated February 9, 2000" certificates representing the SJP Contributed Stock (as that term is defined in the Voting Trust Agreement attached hereto as Exhibit A (the "Voting Trust Agreement'), with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (iv) Stanxxx Xxxxxxxxx xxxll deliver to "Anthxxx Xxxxxx, Xx Voting Trustee under Voting Trust Agreement dated February 9, 2000" certificates representing the SP Contributed Stock (as that term is defined in the Voting Trust Agreement) with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (v) Each of Peskaitis and Stanxxx Xxxxxxxxx shall execute and deliver to the Voting Trustee (as that term is defined in the Voting Trust Agreement) the Voting Trust Agreement; (vi) The Company shall execute and deliver to Buyer the Common Stock Purchase Warrants attached hereto as Exhibit C, Exhibt D and Exhibit E (the "Warrants"); (vii) The Company shall execute and deliver to Buyer the Registration Rights Agreement attached hereto as Exhibit B (the "Registration Rights Agreement"); (viii) The Company shall deliver to Buyer the Company's Articles of Incorporation, as amended to the First Closing Date, certified by the Secretary of State of the State of Delaware, the Company's By- laws, as amended to the First Closing Date, certified by the Company's secretary, resolutions of the Board (a) authorizing the execution and delivery of this Agreement and each of the other agreements, instruments, certificates and other documents to be delivered by the Company pursuant hereto and (b) taking those actio...
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Closing Deliveries of the Company and the Sellers. At the Closing, the Company or the Sellers, as applicable, shall deliver to Purchaser the following:
Sample 1

Related to Closing Deliveries of the Company and the Sellers

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • 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

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