Company Closing Deliverables. The Company shall deliver or cause to be delivered to the Parent Group each of the following documents and instruments, at or prior to the Closing: [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
(i) director resignation letter in the agreed form from all directors of the Company (except those specified pursuant to Section 2.5) effective as of, and contingent upon, the Effective Time;
(ii) the termination of all existing powers of attorney issued by the Company , if any;
(iii) the Company Certificate, in the form attached hereto as Exhibit I, duly executed by the Chief Executive Officer of the Company;
(iv) the Escrow Agreement, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company and Shareholders’ Representative;
(v) the Paying Agent and the Israeli Paying Agent Agreements, in the form to be agreed by the Company and Parent prior to Closing, duly executed by the Company;
(vi) a copy of the OFAC License, in a form reasonably satisfactory to the Parent Group;
(vii) resolutions of the Company Board, and Ordinary A Approval and a Company Resolution of Members approving the Plan of Merger and Articles of Merger;
(viii) the duly executed Plan of Xxxxxx, and the duly executed Articles of Xxxxxx;
(ix) the Estimated Closing Statement, in the form attached hereto as Exhibit K;
(x) the 104H Tax Ruling or Interim 104H Tax Ruling (if obtained);
(xi) the 102 Israeli Tax Ruling or Interim 102 Israeli Tax Ruling;
(xii) a certificate of good standing issued by the BVI Registrar no earlier than three (3) Business Days prior to Closing;
(xiii) a registered agent certificate of the Company issued by the registered agent of the Company no earlier than three (3) Business Days prior to Closing;
(xiv) a certified copy of the register of directors and officers of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing;
(xv) a certified copy of the register of members of the Company certified by the registered agent of the Company no earlier than three (3) Business Days prior to Closing; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private ...
Company Closing Deliverables. The obligation of the Investor hereunder to purchase the Purchased Shares at the Closing is subject to the receipt at or before, or accuracy at, the Closing, as the case may be, of each of the following; provided that these deliverables are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have delivered to the Investor (A) duly executed versions of each of the Transaction Documents to which it is a party and (B) the Purchased Shares being purchased by the Investor at the Closing pursuant to this Agreement.
(ii) The Investor shall have received the opinion of (i) Xxxxxx & Xxxxxxx LLP, the Company’s outside counsel, and (ii) the Company’s general counsel, each dated as of the Closing Date, in a form reasonably acceptable to the Investor and its counsel.
(iii) The Purchased Shares shall have been approved for listing on the Principal Market.
(iv) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company and each of its Significant Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.
(v) The Company shall have delivered to the Investor a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date.
(vi) The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State of the State of Delaware within ten (10) days of the Closing Date.
(vii) The Company shall have delivered to the Investor a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(b) as adopted by the Board of Directors, in a form reasonably acceptable to the Investor, (B) the Certificate of Incorporation and (C) the Bylaws, each as in effect at the Closing, in the form attached hereto as Exhibit D.
(viii) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by...
Company Closing Deliverables. At the Closing, the Company will deliver (or cause to be delivered) to the Purchaser:
(A) evidence reasonably satisfactory to Purchaser that the Company has made appropriate book entry notation reflecting the issuance of, and good and marketable title to, the Purchased Shares or a certificate representing the Purchased Shares to Purchaser, including, in either case, an appropriate notation or legend referring to the fact that the Purchased Shares were sold in reliance upon an exemption from registration under the Securities Act;
(B) a copy of the Magellan Guaranty duly executed by Magellan Petroleum;
(C) a copy of the Voting Agreement duly executed by each of the Key Stockholders, Magellan Petroleum and the Company; and
(D) a pre-emptive rights agreement in customary form reflecting the terms set forth in Exhibit C, duly executed by the Company.
Company Closing Deliverables. At each Quarterly Closing, the Company shall deliver (or cause to be delivered) to the GIP Parties:
(a) the Quarterly Repurchase Price payable to each GIP Party in accordance with Section 2.1(a) by wire transfer of immediately available funds to the account or accounts designated by such GIP Parties in writing and provided to the Company at least two (2) Business Day prior to the applicable Quarterly Closing Date; and
(b) counterparts to the Assignments, and such other transfer documents or instruments that may be reasonably necessary to be delivered by the Company in order to effect the repurchase of the Quarterly Repurchase Units in accordance with Section 2.1(a).
Company Closing Deliverables. In addition to any other deliverables expressly contemplated by the Transaction Documents:
Company Closing Deliverables. The Company has delivered or caused to be delivered at Closing to Buyer, in form and substance reasonably acceptable to Buyer, the following items:
(a) A duly executed opinion of Company’s outside corporate counsel, substantially in the form attached hereto as Exhibit B;
(b) The signed written resignations of the officers and directors of the Company, the General Partner and the Blocker Corp. in office immediately prior to the Closing Date, effective contingent upon the consummation of the Acquisition;
(c) A certificate from (i) the Secretary of State of the State of Texas as to the Company’s and the General Partner’s good standing and (ii) the Secretary of State of the State of Delaware as to the Blocker Corp’s good standing, in each case dated at a date which is as close as reasonably practicable in advance of the Closing Date, but in no event more than five (5) days prior to the Closing Date;
(d) The Financial Statements described in Section 2.10(a);
(e) Signature cards for the bank accounts of Company listed on Section 2.13 of the Company Disclosure Letter that Buyer may use to transfer authority of those accounts to designees of Buyer’s choosing;
(f) A properly executed statement, in a form and substance reasonably acceptable to Buyer, for purposes of satisfying Buyer’s obligations under Treas. Reg. § 1.1445-2(c)(3), and a notice to the Internal Revenue Service that complies with the requirements of Treas. Reg. § 1.897-2(h)(2);
(g) A pay-off letter in respect of each outstanding instrument representing Indebtedness of the Company and lien release documents relating thereto, in each case reasonably satisfactory to Buyer, which will become effective upon payment of the amounts specified in the pay-off letter
(h) An amendment to the lease agreement related to Company property located at 000 Xxxxx Xxxx, Xxxxxxx, Xxxxx 00000 providing for, among other things, a right in the Buyer to terminate upon sixty (60) days prior written notice;
(i) Duly executed Extension Agreements; and
(j) Such other items as may be provided for herein.
Company Closing Deliverables. At or prior to the Closing, the Company shall deliver to Parent the following:
(i) resignations of the directors and officers of the Company pursuant to Section 6.04;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in Section 8.02(a) and Section 8.02(b) have been satisfied; Table Of Contents 7
(iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Stockholders approving the Merger and adopting this Agreement, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) a good standing certificate (or its equivalent) from the Secretary of State of Colorado;
(v) the Consideration Statement contemplated in Section 2.10;
(vi) the Lock-Up Agreements, as contemplated in Section 8.01(f);
(vii) signature pages to the Employment/Service Agreements, as contemplated in Section 8.01(e), signed by Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxx;
(viii) the FIRPTA Statement; and
(ix) such other documents or instruments as Parent reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Company Closing Deliverables. At or prior to the Closing, the Company shall deliver, or cause to be delivered to Buyer each of the following:
Company Closing Deliverables. MT shall cause the Company to deliver to each of GE Vernova and MT, (i) a counterpart of the A&R LLC Agreement, duly executed by the Company, (ii) counterparts of the Master Services Agreements, duly executed by the Company, (iii) a valid, true and properly executed Internal Revenue Service Form W-9 (or any applicable successor form) from the Company, dated as of the Closing Date and (iv) a counterpart of the Intellectual Property Agreement, duly executed by the Company.
Company Closing Deliverables. On or prior to the Closing Date, the Company shall deliver or cause to be delivered to Parent:
