Closing Obligations of the Company. At the Closing, the Company shall deliver, or cause to be delivered, to Buyer the following items:
(a) a certificate executed by a duly authorized officer of the Company dated the Closing Date, representing and certifying that the conditions described in Section 10.1(a) and Section 10.1(b) have been satisfied;
(b) the certificates of formation of the Target Companies certified as of a recent date by the Secretary of State of Delaware;
(c) a certificate of the Secretary of State of Delaware as to the good standing as of a recent date of the Target Companies in the State of Delaware;
(d) proof of the payment by the Company of all amounts owing under or in connection with the termination of the Credit Facility and the Equipment Finance Lease and any other Debt (the “Debt Payoff Amount”), and the release and/or termination of all Liens securing the Credit Facility and the Equipment Finance Lease and any other Debt;
(e) a counterpart of the Transition Services Agreement, duly executed by Zenergy;
(f) a duly executed certificate of non-foreign status of each Member in the form and manner that complies with Section 1445 of the Code and the Treasury Regulations thereunder;
(g) the resignation letters of each manager and officer of each Target Company, the form and substance of which is attached hereto as Exhibit 3.3(g);
(h) a Non-Competition Agreement in substantially the form of Exhibit 3.3(h) executed by each Person identified on Section 3.3(h) of the Disclosure Schedule;
(i) a General Waiver and Release in substantially the form of Exhibit 3.3(i) executed by (i) each Member and (ii) the officers and the members of the board of managers of each Target Company;
(j) a counterpart of the Escrow Agreement, duly executed by the Member Representative and the Escrow Agent; and
(k) evidence of the termination of all powers-of-attorney to act on behalf of any Target Company, including those set forth on Section 4.25 of the Disclosure Schedule.
Closing Obligations of the Company. At the Closing, the Company will deliver to MiraQuest:
(a) subject to Section 1.7, stock certificates representing the 7,048,996 shares of the Company's common stock and 513,266 shares of the Company's Series A preferred stock being purchased by MiraQuest pursuant to this Agreement;
(b) a warrant to purchase 650,000 shares of the Company's common stock at an exercise price of $0.60 per share with a term of ten years and no vesting period;
(c) duly executed copies of the Voting Agreement and the Noncompetition Agreement (as defined in Section 2.4 below); and
(d) a certificate executed by the President and Chief Executive Officer of the Company representing and warranting to MiraQuest that each of the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
(e) the other documents and instruments referenced in Section 4 hereof.
Closing Obligations of the Company. At the Closing, the Company shall deliver to Buyer:
(i) such bills of sale, deeds (in recordable form, if reasonably requested by Buyer), conveyances, assignments and other instruments of transfer, duly executed by the Company, as Buyer may reasonably request in order for the Company to sell, convey, transfer and assign to Buyer all of the Company's right, title and interest in, and ownership of, the Included Assets;
(ii) the confirmatory certificates referred to in Sections 5.2(a) and (b) and such other certificates, duly executed by appropriate officers of the Company, as Buyer may reasonably request in order to evidence (to the extent such evidence is reasonably available to the Company and not otherwise in Buyer's possession) satisfaction of the other conditions set forth in Section 5.1 and 5.2 (including, without limitation, the conditions set forth in Sections 5.1(g) and (h));
(iii) a copy of the Escrow Agreement signed by the Company and the Escrow Agent;
(iv) the Title Policy;
(v) a cross receipt for the payment specified in Section 2.3(i);
(vi) the books and records relating to the TG Business, the Included Assets and the Included Liabilities (it being agreed and understood that the Company may permanently retain copies of all such books and records, which shall, to the fullest extent consistent with applicable law, be held in strict confidence and shall be accessible only to these directors, officers, agents and representatives of the Company and any controlling person of the Company who may need such access to further legitimately the interests of the Company or such controlling person, as the case may be, in a manner consistent with the other provisions of this Agreement);
(vii) copies of each of the confidentiality agreements (the "Other Confidentiality Agreements") between the Company and all the potential purchasers of the TG Business, other than Buyer, who signed such an agreement, and received thereunder any non-public information about the TG Business, within two years prior to the Closing except for any Other Confidentiality Agreement which, by its terms, prohibited the Company from disclosing the other signatory thereto or the pendency of discussions between the Company and such signatory (the Company shall, however, advise the Buyer of the total number of Other Confidentiality Agreements containing such a prohibition and the Company hereby represents and warrants to Buyer that no third parties who were invited, but declined, to sign si...
Closing Obligations of the Company. At the Closing, the Company shall ---------------------------------- deliver or cause to be delivered to GenStar:
(a) the original certificates representing the shares of Company Common Stock owned by the Shareholders, duly endorsed in blank (or accompanied by duly executed stock powers);
(b) the Certificate of Merger executed by the Company;
(c) a certificate of the Secretary of the Company attesting to the incumbency of the officers executing the Agreement and the other agreements and certificates delivered by the Company at the Closing and certifying to the authenticity of the Certificate of Incorporation and Bylaws of the Company, each as amended;
(d) written resolutions of the Shareholders and Board of Directors of the Company, authorizing by unanimous consent the execution, delivery and performance of this Agreement, certified by the Secretary of the Company (provided, however, that so long as a majority of the Shareholders have provided such authorization, the requirement that the Shareholders provide such authorization by unanimous consent may be waived in writing by the Company); and
(e) resignation letters of each of the officers and directors of the Company dated effective as of the Closing.
Closing Obligations of the Company. At the Closing, the Members shall cause the Company to deliver to Buyer the following items (each a ‘closing delivery’):
(a) intentionally omitted;
(b) a certificate executed by a duly authorized manager of the Company that contains (i) true and complete copies of the certificate of formation of the Company from the Secretary of State of Colorado; (ii) a certificate of good standing from the Secretary of State of Colorado, or other appropriate office, dated as of a date within five (5) days prior to the Closing Date certifying that the Company is in good standing in the State of Colorado; (iii) the operating agreement or other governing documents of the Company; and (iv) resolutions of the Company authorizing the Merger;
(c) the resignation letters of each manager and officer of the Company in form and content satisfactory to Buyer;
(d) an opinion of counsel to Company, of a type that is customary for transactions similar to the Merger regarding such matters as organization, good standing, non-contravention and enforceability, in a form reasonably acceptable to Buyer, addressed to Buyer and upon which Buyer is entitled to rely;
(e) intentionally omitted;
(f) Payoff letter from Company’s lender(s) if any;
(g) Resignations of and termination of all employment agreements by all Key Employees of Company, signed by each Key Employee and acknowledged by Company;
(h) written consent to change of control from landlords under any Company leases of real property;
(i) estoppel certificates from landlords under any Company leases of real property; (j) any consents required as set forth in Section 4.7of the Disclosure Schedule;
Closing Obligations of the Company. At the Closing, the Company shall do the following:
(a) Deliver to Investor a stock certificate of the Company representing the Shares, free and clear of any Lien, assessment, adverse claim, contract for sale, option to purchase, preemptive right, right of first offer or refusal, or other voting or transfer restriction of any kind whatsoever, except for any transfer restrictions imposed by the Shareholder Agreement and state and federal securities laws of the United States of America;
(b) Execute and deliver to Investor the Warrant Certificate;
(c) Execute and deliver to Xxxxxxxx a counterpart of the Employment Agreement;
(d) Execute and deliver to Investor a counterpart of the Registration Rights Agreement;
(e) Execute and deliver to Investor a counterpart of the Security Agreement;
(f) Execute and deliver to Investor a counterpart of the License Agreement;
(g) Execute and deliver to Investor and the Managing Shareholders a counterpart of the Shareholder Agreement;
Closing Obligations of the Company. At the Closing, the Company will deliver to Investor:
(a) stock certificates representing the 3,448,276 shares of Company's Common Stock being purchased by Investor pursuant to this Agreement;
(b) a warrant to purchase 3,448,276 shares of the Company's Common Stock in the form attached hereto as Exhibit A; and
(c) a certificate executed by the President and Chief Executive Officer of the Company representing and warranting to Investor that each of the Company's representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
Closing Obligations of the Company. At the Closing, the Company shall deliver to CAC and Hillair:
(i) certificates representing the Exchange Shares to which Hillair is entitled as a result of its satisfaction of the Judgment in exchange for Exchange Shares; and
(ii) as to CAC, the Asset Purchase Price.
Closing Obligations of the Company. At the Closing, the Company shall:
(a) make the cash payments described in Section 3.1 (which payments may be made in whole or in part by a direct payment applied against the Bank Loan);
(b) issue shares of its $.001 common stock as provided in Sections 3.1 and 3.3;
(c) execute and deliver to LLC and Inc., as appropriate, such license agreements and service agreements as are appropriate to give effect to the provisions of Section 3.4; and
(d) execute and deliver any other documents reasonably necessary to consummate the transactions contemplated by this Agreement.
Closing Obligations of the Company. The Company will do each of the following:
