Closing Deliveries of the Company and the Shareholders Sample Clauses

Closing Deliveries of the Company and the Shareholders. At the Closing, the Company shall deliver the following documents to Parent and/or Merger Sub.
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Closing Deliveries of the Company and the Shareholders. At the Closing, each of the Shareholders for itself and the Company, will deliver to Buyer the following: 3.2.1. share certificates representing all the Company Shares (except for those held by Non Consenting Shareholders) to be sold hereunder, or a declaration and indemnification undertaking given by a Shareholder in a form satisfactory to Buyer to the effect that the share certificates representing its Company Shares were lost, accompanied by duly executed share transfer deeds in the form of Exhibit 3.2.1(A) transferring the Company Shares to Buyer, and a duly completed notice of such transfer to the Israeli Registrar of Companies in the form of Exhibit 3.2.1(B) to be executed by a Company officer immediately after the Closing; 3.2.2. the certificate of the chief executive officer of the Company in the form of Exhibit 3.2.2, certifying on behalf of the Company the matters set forth in Section 2.2.2; 3.2.3. resolutions of the board of directors of the Company in the form of Exhibit 3.2.3 (a) approving the execution, delivery and performance by the Company of this Agreement and all Transaction Documents to which the Company is a party, and (b) authorizing the registration at the Closing of the transfer of all Company Shares to the Buyer; 3.2.4. unanimous written consents or minutes of shareholders meetings of the Company and certain classes of shares of the Company in the form of Exhibit 3.2.4, approving the Transaction and the Transaction Documents, all in accordance with all applicable Israeli laws, the Company Amended Articles and any current agreements among the shareholders of the Company; and minutes of a shareholders meeting of the Company and meetings of certain classes of shares of the Company in the form of Exhibit 3.2.4, approving the adoption of the Company Amended Articles; 3.2.5. an opinion of Yigal Arnon & Co., counsxx xx xxx Xompany, in the form of Exhibit 3.2.5; 3.2.6. a copy of the Registration Rights Agreement in the form of Exhibit 3.2.6, duly signed by all of the Shareholders that countersign this Agreement; and 3.2.7. indemnification agreements in the form of Exhibit 3.2.7 duly signed by each of Joseph Albagli, Ilan Rosxx, Xxxxxx Xxxxxxxxx xxx Xxxxxx Xxxxxx.
Sample 1

Related to Closing Deliveries of the Company and the Shareholders

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

  • 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:

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

  • 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:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

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