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 actions specified in Section 7.1(a) hereof, certified by the Company's secretary, and good standing certificates from the States of Delaware and Illinois; (ix) Peskaitis shall deliver to the Company his resignation as President and Chief Executive Officer of the Company, effective as of the First Closing Date; (x) Thomxx Xxxxx xxxll deliver his resignation as a director of the Company, effective as of the First Closing Date; (xi) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1 (a)(iii) hereof; and (xii) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof.
Appears in 1 contract
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 xx 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 As 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 xxxll 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 Exhibit 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 actions specified in Section 7.1(a) hereof, certified by the Company's secretary, and good standing certificates from the States of Delaware and Illinois;
(ix) Peskaitis shall deliver to the Company his resignation as President and Chief Executive Officer of the Company, effective as of the First Closing Date;
(x) Thomxx Xxxxx xxxll deliver his resignation as a director of the Company, effective as of the First Closing Date;
(xi) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1 (a)(iii7.1(a)(iii) hereof; and
(xii) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof.
Appears in 1 contract
Closing Deliveries of the Company and the Sellers. Peskaitis or At the CompanyClosing, as the case may be, Company and the Sellers shall deliver, or cause to be delivered, to Purchaser the following documentsfollowing:
(a) At a certificate, dated as of the First Closing:
Closing Date, signed by the Secretary of the Company and in form and substance reasonably satisfactory to Purchaser, certifying (i) Peskaitis shall deliver the names of the Company’s officers authorized to Buyer sign this Agreement and the other documents, instruments or certificates representing delivered pursuant to this Agreement by the First Closing Peskaitis SharesCompany, together with any required stock transfer stamps affixedtrue specimen signatures of such officers; (ii) that the copies of the Certificate of Incorporation and bylaws, duly endorsed for transfer each as amended to date, of the Company attached thereto are true, correct and complete; and (iii) that the copies of the resolutions (or with stock powers duly executed in blank attachedwritten consents, in good form for deliverylieu thereof) of the board of directors and shareholders of the Company 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;
(iib) The Company shall deliver a certificate signed by each Seller and an authorized representative of Company, each in form and substance reasonably satisfactory to Buyer certificates representing Purchaser, dated as of the First Closing Company SharesDate, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed to the effect that each of the conditions set forth in blank attached, in good form for deliverySections 8.2(a) and 8.2(b) have been satisfied;
(iiic) Peskaitis shall deliver to "Anthxxx Xxxxxxthe Company’s books and records;
(d) stock certificates evidencing all of the Shares, as Voting Trustee under Voting Trust Agreement dated February 9along with an assignment, 2000" certificates representing the SJP Contributed Stock (as that term is defined substantially in the Voting Trust Agreement form attached hereto as Exhibit A (the "Voting Trust Agreement'), with any required stock transfer stamps affixedA, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for deliveryby each Seller transferring such Seller’s Shares to Purchaser;
(ive) Stanxxx Xxxxxxxxx xxxll deliver payoff letters or final invoices in a form reasonably satisfactory to "Anthxxx XxxxxxPurchaser from each of the parties to which any of the Company Indebtedness or to which any Company Transaction Expenses are payable by the Company, Xx Voting Trustee under Voting Trust Agreement dated February 9, 2000" certificates representing the SP Contributed Stock (as that term is defined set forth 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 deliveryEstimated Closing Statement;
(vf) Each a written resignation from each of Peskaitis the officers and Stanxxx Xxxxxxxxx shall execute and deliver to directors of the Voting Trustee (as that term is defined in Company set forth on Section 3.3(f) of the Voting Trust Agreement) the Voting Trust AgreementCompany Disclosure Schedule;
(vig) The a certificate, together with other evidence of payoff as Purchaser may reasonably require, signed by an authorized representative of Company shall execute and deliver each of the Sellers that any and all loans made by the Company to Buyer any employee of the Common Stock Purchase Warrants attached hereto as Exhibit C, Exhibt D Company have been repaid in full other than any loan made pursuant to the Paycheck Protection Program and Exhibit E (set forth in the "Warrants")Company Disclosure Schedule;
(viih) The a Certificate of Good Standing of the Company shall execute and deliver to Buyer dated within five (5) Business Days of 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, ;
(i) a certificate of non-foreign status from each Seller as amended set forth in Regulations Section 1.1445-2(b) in a form reasonably acceptable to the First Closing Date, certified by the Company's secretary, resolutions of the Board Purchaser;
(aj) authorizing the execution and delivery of this Agreement and duly executed IRS Form W-9 from each of the other agreementsSellers;
(k) the Estimated Closing Statement;
(l) an employment agreement, instrumentssubstantially in the form attached hereto as Exhibit B, certificates and other documents to be delivered duly executed by the Company pursuant hereto and (b) taking those actions specified in Section 7.1(a) hereof, certified by the Company's secretary, and good standing certificates from the States of Delaware and IllinoisPxxx Xxxxxxxxxxx;
(ixm) Peskaitis shall deliver employment agreements, in a form acceptable to the Purchaser in its discretion, duly executed by the Company his resignation and any senior personnel of the Company designated by the Purchaser;
(n) a stock restriction agreement, substantially in the form attached hereto as President Exhibit C, duly executed by each Seller that is to remain employed by the Company after the Closing and Chief Executive Officer the Purchaser (each a “Stock Restriction Agreement”);
(o) fully executed elections under Section 83(b) of the Code from each Seller executing a Stock Restriction Agreement (or, if applicable, the service provider described in the Stock Restriction Agreement) with respect to the Shares, which each Seller (or applicable service provider) will file immediately following Closing;
(p) an executed employee confidentiality, invention assignment and non-solicitation agreement, substantially in the form attached hereto as Exhibit D, duly executed by the Company and each employee of the Company, effective as of the First Closing Date;
(xq) Thomxx Xxxxx xxxll deliver his resignation as a director all third-party consents required to consummate the transaction (including, for the avoidance of doubt, all documents required to be filed with respect to any loan related to the Company, effective as of Paycheck Protection Program or the First Closing DateEconomic Injury Disaster Loan Program);
(xir) Peskaitis shall deliver amended and restated Organizational Documents of each Investment Entity in a form acceptable to Buyer the certificate identified in Section 7.1 (a)(iii) hereofBuyer; and
(xiis) The Company shall deliver such other documents, instruments, certificates, consents and other agreements as Purchaser may reasonably require to Buyer effect the certificate identified in Section 7.1(a)(iii) hereoftransactions contemplated by this Agreement to be consummated as of the Closing.
Appears in 1 contract
Closing Deliveries of the Company and the Sellers. Peskaitis At or prior to Closing, the CompanyCompany and the Sellers, as the case may beapplicable, shall deliver, or cause caused to be delivered, to Purchaser the following documentsfollowing:
(a) At Duly executed transfers in favor of the First Purchaser of the Shares.
(b) Original stock certificates representing all of the Shares (or a declaration and indemnity as to any missing or destroyed certificates in a form reasonably acceptable to Purchaser), duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, Purchaser.
(c) The register of members of the Company, updated to reflect the transfer of the Shares to the Purchaser.
(d) The minute books, certificates of formation or incorporation, as applicable, and record books of the Company and each Company Subsidiary as they exist on the Closing Date, to the extent such documents are not located at the offices of the Company or a Company Subsidiary (with delivery via electronic mail to suffice).
(e) A copy of a resolution of the directors of the Company that, subject to, and with effect from, the Closing:: (i) the transfer of the Shares be registered (subject to the payment of any stamp duty); (ii) the existing share certificates be cancelled; and (iii) a new share certificate be issued in the name of Purchaser in respect of the Shares (subject to registering the transfers).
(f) A copy of a resolution of the directors of the Company and each Company Subsidiary (as applicable) resolving that, subject to, and with effect from, Closing: (i) subject to them consenting to act, the persons nominated by Purchaser under Section 6.11 to be the new directors, secretaries and public officers of the Company and each Company Subsidiary from Closing be appointed as director, secretary or public officer of the Company and Company Subsidiary (as applicable), and the resignations of the retiring officers under Section 6.11 be accepted, but provided that a properly constituted board of directors of the Company and each Company Subsidiary is in existence at all times and the office of public officer of each entity under the Australian Tax Act is filled at all times required to be filled.
(i) Peskaitis shall deliver A certificate executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer certifying to Buyer certificates representing the First Closing Peskaitis Shareseffect that, as of the Closing, each of the conditions set forth in Section 7.1(b)(i) with any required stock transfer stamps affixedrespect to the Company and Section 7.1(b)(ii) has been satisfied, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;
and (ii) The a certificate executed on behalf of each of the Sellers certifying to the effect that, as of the Closing, each of the conditions set forth in Section 7.1(b)(i) with respect to each such Seller has been satisfied.
(h) A certificate of the Secretary of the Company shall deliver to Buyer certificates representing dated as of the First Closing Company Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attachedDate, in form and substance reasonably satisfactory to Purchaser as to (i) the Company Organizational Documents, and the Company being in good form for delivery;
standing (including attaching the Company Organizational Documents and certificates of good standing dated not more than five (5) Business Days prior to the Closing Date), (ii) the actions taken by the Company Board to authorize this Agreement, the Share Purchase and the other Transactions and (iii) Peskaitis shall deliver the incumbency and signatures of the officers of the Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Company pursuant to "Anthxxx Xxxxxxthis Agreement or otherwise in connection with the Transactions.
(i) The Closing Consideration Schedule, delivered with a certificate executed by the Company’s Chief Executive Officer or its Chief Financial Officer certifying as Voting Trustee under Voting Trust Agreement dated February 9to the calculations therein.
(j) The Escrow Agreement, 2000" certificates representing duly executed by the SJP Contributed Stock Escrow Agent and the Sellers’ Representative.
(i) Payoff letters from each counterparty in respect of the Repaid Debt, together with any applicable UCC termination statements (or foreign equivalent) and other documentation required to evidence the termination and repayment of the Repaid Debt at the Closing, and (ii) payment instructions for each counterparty in respect of the Repaid Debt and the Company Transaction Expenses, in each case together with wire transfer instructions for each such counterparty.
(l) To the extent requested by Purchaser pursuant to Section 6.11, resignations of each director and each officer of the Company and each Company Subsidiary, effective at or prior to the Closing.
(m) Restrictive Covenant Agreements duly executed by each Founder.
(n) Evidence that the Sellers (i) have approved by the requisite vote any Potential 280G Benefits or (ii) have voted upon any such Potential 280G Benefits and the requisite stockholder vote was not obtained with respect to any such Potential 280G Benefits and that the “disqualified individuals” (as that such term is defined in the Voting Trust Agreement attached hereto Treasury Regulations promulgated under Section 280G of the Code) shall forfeit any and all Potential 280G Benefits.
(o) Evidence, reasonably satisfactory to Purchaser, as Exhibit to the termination of the Company 401(k) Plan.
(p) Evidence, reasonably satisfactory to Purchaser, as to the termination of the Affiliate Contracts.
(q) A (certificate dated as of the "Voting Trust Agreement'Closing Date from Envato US satisfying the requirements set forth in Treasury Regulation Sections 1.1445-2(c)(3) and 1.897-2(h), with in form and substance reasonably satisfactory to Purchaser, certifying that Envato US is not nor has been a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) at any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;time during the five (5) years preceding the date of the certificate.
(ivr) Stanxxx Xxxxxxxxx xxxll deliver Evidence, reasonably satisfactory to "Anthxxx XxxxxxPurchaser, Xx Voting Trustee under Voting Trust Agreement dated February 9as to the completion of the Pre-Closing Restructuring, 2000" certificates representing including delivery of a certified copy signed by the SP Contributed Stock (as that term is defined secretary of the board of the Company of the entry in the Voting Trust AgreementStock Registry Book (Libro de Registro de Acciones) with any required stock of Sonley Bell Mexico evidencing the transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery;shares of Sonley Bell Mexico held by Envato Ventures to a Company Subsidiary.
(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;
(vis) The Company shall execute have delivered a digital copy of all documents and deliver to Buyer other information that was included in 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 Data Room on or prior to the First Closing Date, certified by the Secretary of State of the State of Delaware, the Company's By- laws, as amended Date that were made available 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 actions specified in Section 7.1(a) hereof, certified by the Company's secretary, and good standing certificates from the States of Delaware and Illinois;
(ix) Peskaitis shall deliver to the Company his resignation as President and Chief Executive Officer of the Company, effective as of the First Closing Date;
(x) Thomxx Xxxxx xxxll deliver his resignation as a director of the Company, effective as of the First Closing Date;
(xi) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1 (a)(iii) hereof; and
(xii) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereofPurchaser.
Appears in 1 contract
