Company Closing Deliveries. At or prior to the Closing, the Company will deliver to each Purchaser:
(i) against payment of the Purchase Price therefor, a validly issued certificate or certificates representing the Purchased Shares being purchased by such Purchaser pursuant to Section 2(b), which shall be in definitive form and registered in the name of such Purchaser or its nominee or designee and in a single certificate or in such other denominations as such Purchaser shall request not later than one Business Day prior to the Closing Date;
(ii) a duly executed copy of the Registration Rights Agreement;
(iii) a duly executed copy of the Stockholders' Agreement;
(iv) an opinion of Xxxxxx, Lidji & Werbner, counsel to the Company, dated the Closing Date, in customary form reasonably satisfactory to the Purchaser;
(v) an officer's certificate of the Company to the effect that each of the conditions specified in Sections 7(iii), (iv) and (v) has been satisfied;
(vi) a copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the state of Delaware;
(vii) a duly executed copy of the Management Purchase Agreement between the Company and each of the participating Management Members and Friends and Family LLC;
(viii) duly executed copies of the Voting Agreements substantially in the form as attached hereto as Exhibit M (the "Voting Agreements");
(ix) duly executed copies of the Stock Repurchase Agreements between the Company and each of the Management Members;
(x) a duly executed copy of the Institutional Investors Stock Purchase Agreement;
(xi) a copy of the Bonus Plans;
(xii) duly executed copies of the Participation Agreement from each participant in such Bonus Plan in the form attached as Exhibit B to the Bonus Plans;
(xiii) a copy of the Stock Participation Plan;
(xiv) duly executed copies of the Promissory Notes;
(xv) a duly executed copy of the Contribution Agreement;
(xvi) a certificate of the secretary of the Company substantially in the form attached hereto as Exhibit D;
(xvii) a certificate of the secretary of ER Acquisition, Inc. substantially in the form attached hereto as Exhibit L; and
(xviii) long-form good standing certificates of each of the Company and ER Acquisition, Inc., its subsidiary, and EXCO and each of the EXCO Subsidiaries.
Company Closing Deliveries. At the Closing, the Company will deliver to the Purchaser the following:
(i) a stock certificate or certificates representing the Shares; and
(ii) a certificate of the Secretary of the Company certifying as to the adoption and effect of resolutions of the Board of Directors of the Company (the "Board") authorizing the execution, delivery and performance of this Agreement.
Company Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to the Buyer, the various certificates, instruments and documents referred to in Section 6.
Company Closing Deliveries. The Purchasers shall have received the closing deliveries of the Company indicated in Section 2.04 and such other certificates dated the Closing Date as Oak Hill may reasonably request;
Company Closing Deliveries. At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser and the Escrow Agent, as applicable, the following, any of which, if not fulfilled may be waived by the Purchaser:
(a) the Certificate of Merger;
(b) evidence reasonably satisfactory to the Purchaser that the Stockholder Approval has been obtained;
(c) written resignations of all officers and directors of the Company and its Subsidiaries;
Company Closing Deliveries. At the Closing, the Company shall issue and deliver to each Purchaser a stock certificate in the name of the Purchaser. The Company will also deliver a copy of resolutions signed by its Board of Directors and, where legally required, the holders of a majority of the outstanding voting stock of the Company, authorizing and directing the Company's directors and executive officers to cause the Company to execute and implement the terms of this Agreement.
Company Closing Deliveries. At or prior to the Closing, the Company, Member or Cannabist, as applicable, shall deliver to Buyer, each in form and substance satisfactory to Buyer:
(i) membership interest powers with respect to the Equity, in each case, duly executed by the Member;
(ii) evidence that all required consents, waivers and deliverables necessary, as determined by Xxxxx, under Cannabist’s (A) 6.0% secured convertible notes due 2025, (B) 9.50% senior-secured first-lien notes due 2026, and (C) 9.0% senior-secured first-lien notes due 2027 (collectively, the “Notes”), have been delivered or received, as applicable; FH12251261.5
(iii) duly-executed customary Lien and guarantor release documentation from the holders of the Notes evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”);
(iv) (A) certified copies of the articles of organization (certified from the Secretary of State of the State of Arizona) and the limited liability company operating agreement of the Company (collectively, the “Company Governing Documents”) and (B) a certified copy of the written resolutions duly adopted by the Member and the managers of the Company approving this Agreement, the transactions contemplated hereby and the performance of the Company in respect thereof;
(v) a certificate of good standing (or the equivalent thereof) for the Company issued by the Secretary of State of the State of Arizona;
(vi) resignations of all managers and officers of the Company and evidence of the termination of all Contracts with Insiders set forth on Schedule 3.19;
(vii) evidence that the consents, notices and authorizations set forth on Schedule 3.2 have been obtained;
(viii) a certificate, dated as of the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(c) have been satisfied;
(ix) properly completed and executed IRS Forms W-9 certifying that each of the Member and the Company is a “United States person” within the meaning of Code Section 7701(a)(30) and Code Section 1445(f)(3) and is exempt from U.S. backup withholding;
(x) evidence that the Arizona Transaction Approval has been obtained;
(xi) three USB copies of the Data Room;
(xii) a landlord estoppel certificate in the form attached hereto as Exhibit A from the applicable landlord with respect to each Leased Real Property;
(xiii) evidenc...
Company Closing Deliveries. At the Closing, the Company shall deliver the following to Goldman:
(a) A copy of the certificate of incorporation of the Company, as in effect immediately prior to the Closing, certified by its chief executive officer as being in effect as of the Closing Date;
(b) A copy of the by-laws of the Company, certified by its chief executive officer as being in effect as of the Closing Date;
(c) A copy of the resolutions of the board of directors of the Company (the “Board of Directors”), authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the chief executive officer of the Company as of the Closing Date;
(d) A stock certificate issued to Goldman representing the Shares to be delivered to Goldman; provided that the Company may deliver such certificate to Goldman within (5) days following the Closing in the event such certificate is not available for issuance on or prior to the Closing;
(e) The duly executed signature pages of the voting agreement in the form attached hereto as Exhibit A (the “Voting Agreement”) for the Company and all the Stockholders named on the signature pages thereof (except for Goldman);
(f) A certificate of the Company signed by its chief executive officer stating that the representations and warranties of the Company contained in this Agreement are true and correct as of the date of this Agreement; and
(g) An opinion, addressed to Goldman, dated as of the Closing Date, satisfactory in form and substance to Goldman, from Weil, Gotshal & Xxxxxx, LLP, counsel for the Company, with respect to power and authority, due authorization and no conflicts.
Company Closing Deliveries. At or prior to the Closing, the Company shall deliver or cause to be delivered to the Strategic Investor the following Closing Documents, each in form and substance satisfactory to the Strategic Investor, acting reasonably:
(a) evidence acceptable to the Strategic Investor of ownership of the Securities and that the ownership of the Securities has been registered in the name of the Strategic Investor (or as the Strategic Investor may direct) in the share register of the Company;
(b) a certificate of status with respect to the Company issued by Corporations Canada as at the Business Day prior to the Closing Date;
(c) a certificate from a duly authorized officer of the Company certifying (i) the Articles, (ii) the incumbency of certain officers of the Company executing any of the Closing Documents, and (iii) the resolutions of the Board approving the issuance of the Securities, the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereunder;
(d) a certificate from the Transfer Agent: (i) as to its appointment as Transfer Agent and registrar of the Common Shares, and (ii) as to the issued and Outstanding Equity Securities as at the close of business on the Business Day prior to the Closing Date;
(e) a certificate of the Company signed on behalf of the Company, without personal liability, by the President and Chief Executive Officer or other officer of the Company acceptable to the Strategic Investor, addressed to the Strategic Investor and dated the Closing Date, certifying that (i) the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects as at the Closing Date (except (A) to the extent that such representations and warranties are qualified by materiality or by reference to Material Adverse Effect, such representations and warranties shall be true and correct in all respects, and (B) to the extent that such representations and warranties expressly speak of an earlier date, in which event, such representations and warranties shall be assessed as of such earlier date), and (ii) the Company has in all material respects performed its obligations and complied with the terms and conditions of this Agreement required to be performed or complied with on or prior to the Closing Date;
(f) a legal opinion dated as of the Closing Date, in form and substance satisfactory to the Strategic Investor, acting reasonably, from counsel to the Company, add...
Company Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to each Investor:
(a) preference share certificates evidencing the Preference Shares being issued by the Company and purchased by such Investor in connection herewith, enter such subscription in its register of members and deliver to such Investor a certified copy of the register of members reflecting the issuance of such Preference Shares to such Investor;
(b) executed counterparts of each Transaction Document to which the Company is a party that has not yet been executed and delivered;
(c) a receipt for the Purchase Price of such Investor;
(d) [reserved];
(e) executed copies of each of the Senior Facilities and definitive documentation with respect to the Equity Placing (with redactions of investor names and investment amounts), the Initial Sale (with redactions of investor names and investment amounts), the Yahoo! Preference Shares, and the Articles as in effect at the Closing; and
(f) the opinions of counsel (reasonably acceptable to the Investors) in respect of (i) the legality of the issue of Preference Shares as contemplated in this Agreement and (ii) the enforceability of this Agreement subject, in each case, to reasonable customary assumptions and exceptions.
