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. 3.1 At the Closing, Company shall deliver, or cause to be delivered, the following items: [a] the Certificate of Incorporation of Company, as amended, including the Certificate of Amendment (the "Amended Certificate"), in the form attached hereto as Exhibit B, certified by the Delaware Secretary of State; [b] the Bylaws of Company in the form attached hereto as Exhibit C ("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 Registration Rights Agreement, the Shareholders Agreement, the Voting Agreement and the Series C Purchase Agreement, the Warrants (each as defined below), and the issuance of the shares of Series B Preferred Stock, certified as to their due adoption and continued validity by the Secretary of Company; [d] resolutions of the shareholders of Company authorizing the Amended Certificate certified as to their due adoption and continued validity by the Secretary of Company; [e] the Amended and Restated Registration Rights Agreement in the form attached hereto as Exhibit D duly executed by Company and all other parties thereto, other than Investor (the "Registration Rights Agreement"); [f] the Amended and Restated Shareholders Agreement in the form attached hereto as Exhibit E duly executed by Company and all other parties thereto, other than Investor (the "Shareholders Agreement"); [g] the Voting Agreement in the form attached hereto as Exhibit F duly executed by Company and all other parties thereto, other than Investor (the "Voting Agreement"); [h] an opinion of Wyatx, Xxrrant & Combx, xxunsel to Company, substantially in the form attached hereto as Exhibit G; [i] the Series C Convertible Preferred Stock Purchase Agreement duly executed by Company and Investor in the form attached hereto as Exhibit H (the "Series C Purchase Agreement"); [j] stock certificates representing the 8,000,000 shares of Series B Preferred Stock purchased by Investor pursuant to Section 1.2 above; and [k] the Warrants in the form attached hereto as Exhibit I (the "Warrants") duly executed by Company.
3.2 available funds in the amount of Twenty Million Dollars ($20,000,000) representing the purchase price for the shares of Series B Preferred Stock purchased by Investor pursuant to Section 1.2 above.
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. Digital Angel and DA Acquisition shall have -------------- received the items described in Section 9.2.
Closing Items. Company shall have received the items ------------- described in Section 9.3.
Closing Items. (a) At the Closing, the Selling Parties shall deliver, or cause to be delivered, the following items:
(1) Director and shareholder resolutions of Seller authorizing the transactions contemplated by this Agreement, and terminating Seller's 401(k) or SEP plan;
(2) Such assignments, bills of sale, certificates of title and sufficient instruments of conveyance and transfer as shall be effective in the opinion of Purchaser's counsel to vest in Purchaser good and valid title to the Assets, free and clear of all liens, charges, security interests, options, claims and encumbrances, except those obligations being specifically assumed by Purchaser as set forth in Section 1.3 above and the security interest in the Assets created by the Security Agreement, substantially in the form attached hereto as EXHIBIT D, in favor of Seller;
(3) the Employment and Noncompetition Agreement, executed by Shareholder in the form attached hereto as EXHIBIT A (the "Employment Agreement");
(4) the Primis, Inc. Shareholders' Agreement, executed by the Shareholder substantially in the form attached hereto as EXHIBIT B (the "Shareholders' Agreement"); and
(5) Articles of Amendment to Seller's (and each Affiliate of Seller's) Articles of Incorporation changing the name of Seller (and any such Affiliates) to a name dissimilar to "E.T. Xxxxx & Associates, Inc.".
(b) At the Closing, Purchaser shall deliver, or cause to be delivered, the following items:
(1) that portion of the Purchase Price which is to be delivered at the Closing in the manner provided in Section 2.2;
(2) the Shareholders' Agreement, duly executed by Purchaser;
(3) the Employment Agreement, duly executed by Purchaser; and
(4) the Promissory Note, Security Agreement and UCC-1 financing statement, duly executed by Purchaser.
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. Prior to or as of the date of original issuance of the Notes (the “Issuance Date”), the following closing conditions shall be satisfied:
Closing Items. 3.1 At the Closing, the Company shall deliver, or cause to be delivered, the following items:
3.1.1 certificate(s) in Buyer's name representing the Five Thousand (5,000) shares of Preferred Stock that Buyer is purchasing;
3.1.2 the Certificate, certified by the Delaware Secretary of State;
3.1.3 resolutions of the board of directors of the Company authorizing the execution, delivery and consummation of this Agreement, the filing of the Certificate, the issuance of the shares of Preferred Stock and the other matters contemplated hereby, certified as to their due adoption and continued validity by the Secretary of the Company;
3.1.4 opinion of Xxxxxxxx Xxxxxx & Xxxxxx, counsel to the Company, in the form attached hereto as Exhibit 3.1.4; and
3.1.5 such other certificates and documentation as may be reasonably requested by Buyer.
3.2 At the Closing, Purchaser shall deliver, or cause to be delivered, One Million Dollars ($1,000,000) in immediately available funds.
