Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, the following items:
3.1.1 the Amended Articles as file stamped by the Ohio Secretary of State;
3.1.2 the Amended and Restated Code of Regulations (as amended by agreed amendments) in the form attached hereto as EXHIBIT C ("Restated Regulations"), certified as to their current form by the Secretary of the Company;
3.1.3 the Amended and Restated Registration Rights Agreement duly executed by the Company;
3.1.4 the Fourth Amended and Restated Shareholders Agreement among the Company, Xxxxx, Xxxx Xxxxxxxx ("Xxxxxxxx") and Xxxxxxx Xxxxxxxx, as trustee and grantor of the Xxxxxxx Xxxxxxxx Trust, in the form attached hereto as EXHIBIT D duly executed by each of such parties (the "Shareholders Agreement");
3.1.5 the opinion of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel to the Company, in the form attached hereto as EXHIBIT E
3.1.6 resolutions of the Board of Directors and shareholders of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Amended Articles, the issuance of the shares of Series B Preferred Stock, the adoption of the agreed amendments to the Restated Regulations, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company; and
3.1.7 the completed United States Small Business Administration ("SBA") Parts A and B of Form 1031.
3.1.8 a certificate in each Investor's name representing the portion of the 2,979 shares of Series B Preferred Stock that such Investor is purchasing; and
3.1.9 a certificate, in form reasonably acceptable to the Investors and dated as of the Closing Date, from the Company, duly executed by the President of the Company and by Xxxxx, individually, as follows:
(i) except for changes expressly contemplated by the terms of this Agreement or approved by the Investors, the representations and warranties of the Company and Xxxxx contained in this Agreement are true and complete in all material respects on and as of the Closing Date as if made on and as of that date; and (ii) the Company and Xxxxx have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing Date.
3.2 At the Closing, the Investors shall deliver, or cause to be delivered:
3.2.1 immediately available funds equal to the aggregate purchase price of $3,000,121; and
3.2.2 the Amended a...
Closing Items. Purchaser shall have received all of the following items:
(a) (i) the Non-Competition Agreement duly executed by Seller and the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) the Xxxx of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the Xxxxxx Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and Xxxxxx Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller;
(b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances;
(c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and
(d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereof.
Closing Items. Concurrently with the execution of this Amendment, Borrower shall:
(a) cause each Guarantor of Payment to execute the attached Acknowledgement and Agreement; and
(b) pay all legal fees and expenses of Agent in connection with this Amendment.
Closing Items. (a) At the Closing, VFL shall execute (where appropriate) and deliver to Purchaser the following:
(i) the Coinsurance Agreement;
(ii) the Administrative Services Agreement;
(iii) the Trademark and Service Xxxx Assignment Agreement; and
(iv) the certificates of VFL referred to in Section 6.01 hereof. VFL shall also (i) transfer cash to the Purchaser in accordance with Section 2.02(b), (ii) transfer certain additional Transferred Assets to Purchaser in accordance with Section 2.02 hereof and (iii) deliver to Purchaser a true and correct list of all variable annuity contracts and certificates and variable life insurance policies and certificates included in the Insurance Contracts that are in effect as of the Closing Date. VFL shall also assign to the Purchaser all Reinsurance Recoveries on or after the Effective Date under the Ceded Reinsurance Agreements.
(b) At the Closing, Purchaser shall execute (where appropriate) and deliver to VFL the following:
(i) the Coinsurance Agreement;
(ii) the Administrative Services Agreement;
(iii) the Trademark and Service Xxxx Assignment Agreement; and
(iv) the certificates of Purchaser referred to in Section 7.01 hereof.
(a) Purchaser shall also transfer an aggregate amount equal to the Ceding Commission plus the Preliminary Purchase Price to VFL.
Closing Items. 3.1 At the Closing, Company shall deliver, or cause to be delivered, the following items: [a] The Certificate of Amendment, certified by the Delaware Secretary of State; [b] the Bylaws of Company ("Bylaws"), certified as to their due adoption and continued validity by the Secretary of Company; [c] resolutions of the Board of Directors of Company authorizing the execution, delivery and consummation of this Agreement, the issuance of the shares of Series B Preferred Stock, and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of Company; [d] resolutions of the shareholders of Company authorizing the Certificate of Amendment, certified as to their due adoption and continued validity by the Secretary of Company; [e] a waiver by Company=s common shareholders of the subscription rights provided in the Shareholders Agreement dated as of April 3, 1998 among Company and its shareholders, in form and substance satisfactory to Investor; [f] the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit B (the "Registration Rights Agreement"); [g] the Amended and Restated Shareholders Agreement in the form attached hereto as Exhibit C (the "Shareholders Agreement"); and [h] certificates representing the shares of Series B Preferred Stock that Investor is purchasing against payment of the purchase price therefor in immediately available funds.
3.2 At the Closing, Investor shall deliver, or cause to be delivered, to Company, One Million Five Hundred Thousand Dollars ($1,500,000) in immediately available funds, and shall execute and deliver the Registration Rights Agreement and the Shareholders Agreement.
Closing Items. Company shall have received the items ------------- described in Section 9.3.
Closing Items. Digital Angel and DA Acquisition shall have -------------- received the items described in Section 9.2.
Closing Items. Seller shall have delivered the Escrow Amount into escrow with a title company or bank mutually satisfactory to Purchaser and Seller, and Purchaser shall have received all of the following items:
(a) a duly executed the Xxxx of Sale and Assignment in the form of Exhibit A conveying title to the Assets to Purchaser and any assignments of motor vehicle certificates of title as shall be necessary to convey title to such vehicles to Purchaser;
(b) such documents as Purchaser may reasonably request with respect the Major Assigned Contracts, executed by the Seller and reflecting the consent of the other parties thereto to the assignment each such contract to Purchaser;
(c) evidence satisfactory to Purchaser to the effect that all outstanding security interests and other liens covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter;
(d) true and correct copies of Resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement ; and
(e) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested.
Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, to Buyer resolutions of the board of directors of the Company authorizing the execution, delivery and consummation of this Agreement, the issuance of the Shares and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company.
3.2 Promptly (and in no event more than five (5) business days) after the Closing, the Company shall deliver, or cause to be delivered, to Buyer one or more certificates (as requested by Buyer) representing in the aggregate the Shares.
Closing Items. The Borrower shall deliver, or cause to be delivered, not later than 21 days from the Closing Date (or such later date as the Administrative Agent shall agree in its sole reasonable discretion), a written assignment agreement between SuperMedia UK Ltd. and SuperMedia LLC, pursuant to which SuperMedia UK Ltd. shall assign all existing and future Intellectual Property developed by SuperMedia UK Ltd. to SuperMedia LLC. For clarity, such Intellectual Property shall be automatically upon assignment (i) included in the definition of Escrow Materials and (ii) subject to the Master IP License Agreement and the escrow arrangements entered into with respect to the Escrow Materials pursuant to the Loan Agreement.
