Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholders will cause to be delivered:
(a) with respect to each Shareholder, share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;
(b) with respect to U.S. Shareholders, the U.S. Representation Letter attached hereto as Schedule “C”; and
(c) if required by the CSE to be delivered by such Shareholder, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by such Shareholders.
Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver to Buyer, in addition to any other documents to be delivered under the provisions of this Agreement, all of the following documents:
(i) the Closing Statement, dated as of the date hereof, duly executed by the Shareholders (the “Closing Statement”);
(ii) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer or accompanied by stock powers endorsed in blank;
(iii) evidence of full and complete payment of all Specified Indebtedness (including payoff letters with respect thereto) and releases of all Liens on the Assets (other than Permitted Liens) and the Shares, including the termination of all security interests or similar interests with respect to the Shares or the Assets, in each case in a form acceptable to Buyer, acting reasonably;
(iv) a certificate of an officer or director of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the notice of articles and articles of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors approving the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as applicable, and that all such resolutions are in full force and effect and are all resolutions adopted in connection with the transactions contemplated hereby;
(v) a good standing or similar certificate of the Company and each of its Subsidiaries from their respective jurisdictions of incorporation or organization and each other jurisdiction in which any of them is qualified or licensed to transact business, each dated within ten (10) Business Days prior to the Closing Date;
(vi) the Offer Letters, dated as of the date hereof, duly executed by the Management Shareholders (other than Xxxxx, Xxxxxxxx or RF Management) (the “Offer Letters”);
(vii) the written resignations of all officers and directors of the Company, as well as evidence that the Excluded Employees are no longer employees of the Company;
(viii) the Escrow Agreement, duly executed by the Shareholders’ Representative;
(ix) each of the Consents set forth on Schedule 1.5(b)(ix);
(x) instruments evidencing the termination of agreements and incentive plans identified on Schedule 1.5(b)(x), together with a legal opinion of counsel to the Shareholders, in a form reasonably acceptable to Buyer;
(xi) a statement of account specifi...
Closing Deliveries of the Shareholders. At the Time of Closing, each of the Shareholders will cause to be delivered:
(a) with respect to each Shareholder, share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; and
(b) with respect to U.S. Shareholders, the U.S. Representation Letter attached hereto as Schedule “B”.
Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholder will cause to be delivered:
(a) with respect to each Shareholder, share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; and
(b) with respect to U.S. Shareholders, the U.S. Representation Letter attached hereto as Schedule “B”.
Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholder will cause to be delivered:
(a) with respect to each Shareholder, share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers;
(b) with respect to each NeuroPharm Seed Shareholder, an executed Seed Share Lock-Up Agreement; and
(c) with respect to U.S. Shareholders, the U.S. Representation Letter attached hereto as Schedule “B”.
Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholder will cause to be delivered:
(a) with respect to each Shareholder, share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers; and
(b) if required by the CSE to be delivered by such Shareholder, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholder as may be required by the CSE to be parties thereto, duly executed by such Shareholder.
Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholder will cause to be delivered:
(a) with respect to each Shareholder, a duly executed irrevocable stock power of attorney, in the form attached as Schedule “E” hereto, transferring the Shareholder’s Purchased Shares to the Purchaser; and
(b) the Escrow Agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and the Shareholders listed in Schedule “C” attached hereto, duly executed by such Shareholders.
Closing Deliveries of the Shareholders. At Closing, each Shareholder will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to NAT:
Closing Deliveries of the Shareholders. At the Closing Time, each Shareholder will deliver or cause to be delivered to the Purchaser,
(a) share certificates evidencing the Purchased Shares owned by such Shareholder, duly endorsed in blank for transfer or accompanied by duly executed stock transfer power, in form acceptable to the Purchaser acting reasonably;
(b) all Escrow Agreements, executed by each Shareholder and, to the extent applicable, the Trustee;
(c) duly executed Deferred Purchase Price Agreement,;
(d) a waiver of any rights, including rights of dissent or otherwise, that the Shareholders may have in connection with the Transactions, in such form as is satisfactory to the Purchaser acting reasonably;
(e) a certificate of the Shareholders Respresentatives certifying that all representations and warranties of the Shareholders made pursuant to this Agreement remain true and correct as at the Closing Time as though they had been made as of such the Closing Time;
(f) Payment Share Closing Direction duly executed by the Shareholders’ Representatives; and
(g) in respect of any Payment Shares or Consideration Warrants to be registered to the Trustee, the executed trust agreement between such Shareholder and the Trustee.
Closing Deliveries of the Shareholders. At the Closing, the Shareholders shall deliver or cause to be delivered the following documents:
(a) transfer instructions and stock powers endorsed in blank to FEI’s transfer agent in the form attached hereto as Exhibit C regarding the transfer by Shareholders of FEI Shares to FFSH pursuant to Section 1.2;
(b) the FFSH Operating Agreement duly executed by each of the Shareholders; and
(c) such other documents as FFSH may reasonably request for the purpose of facilitating the consummation or performance of any of the transactions contemplated by this Agreement.
