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 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, free and clear of all Liens, 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 Indebtedness (including payoff letters with respect thereto) and releases of all Liens (other than Permitted Liens with respect to the Assets) on the Shares and the Assets, including the termination of all security interests with respect to the Shares or the Assets, in each case in a form reasonably acceptable to Buyer;
(iv) a certificate of the Secretary of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the bylaws of the Company, and (B) certifying and attaching all requisite resolutions or actions of the Company’s board of directors and shareholders, as applicable, approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby;
(v) a good standing certificate of the Company from its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to transact business and a certified copy of the Company’s articles of incorporation, each dated within ten (10) Business Days prior to the Closing Date;
(vi) the Consulting Agreements, dated as of the date hereof, duly executed by the Shareholders (the “Consulting Agreements”);
(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;
(ix) each of the consents set forth on Schedule 1.4(b)(ix);
(x) the Landlord Estoppel, dated as of the date hereof, duly executed by the Landlord;
(xi) the assignment and assumption of the Pre-Closing Liabilities, dated as of the date hereof, duly executed by the Shareholders and the Company (the “Assignment and Assumption of Pre-Closing Liabilities”);
(xii) a statement of account specific revenue and Margin for each specific account for the fiscal years 2010, 2011 and 2012 to date, up to and including the last month pri...
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 or other evidence of authorizing transfer of the Purchased Shares to the Purchaser; and
(b) with respect to U.S. Shareholders, the U.S. Representation Letter attached hereto as Schedule “C”.
Closing Deliveries of the Shareholders. At the Time of Closing, each Shareholder will cause to be delivered:
(a) one or more 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, 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, 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, accompanied by duly executed share transfer forms in favour of the Purchaser;
(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 Shareholders as may be required by the CSE to be Parties thereto, duly executed by such Shareholders.
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 Securities to the Purchaser.
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.
