Company Closing Documents. On or prior to the Closing Date, the Company shall deliver to Seller the following documents (herein referred to collectively as the "COMPANY CLOSING DOCUMENTS"), duly executed by an authorized officer on behalf of the Company and the other parties thereto (other than Seller) and in form and substance reasonably acceptable to Seller and to the Company unless the form thereof is attached hereto:
(a) An agreement or agreements pursuant to which the Company accepts assignment of Seller's Interest.
(b) A duly executed and acknowledged Secretary's Certificate, certifying that the members of the Company have duly adopted resolutions authorizing the consummation of the Transactions and certifying the authority of the respective authorized signatories of the Company executing and delivering this Agreement and the Company Closing Documents in their capacities as officers of the Company.
(c) A certificate issued by the Secretary of State of Delaware dated not earlier than ten (10) days prior to the Closing Date certifying the existence and good standing of the Company as of the date of such certificate.
(d) Copies of the Certificate of Formation of the Company and any amendments thereto, as of the Closing Date certified by the Secretary of State of the State of Delaware as of a date not more than twenty (20) days prior to the Closing Date, together with a certificate of an officer of the Company to the effect that the Certificate of Formation of the Company, as certified by the Secretary of State of Delaware, has not been further amended, revised, restated, cancelled or rescinded up to and including the Closing Date.
(e) Any instruments, documents or certificates required to be executed by the Company with respect to any state, county or local transfer taxes applicable to the conveyance of Seller's Interest pursuant to this Agreement.
(f) Such other documents, instruments or agreements which the Company may be required to deliver to Seller pursuant to the other provisions of this Agreement or which Seller reasonably may deem necessary or desirable to consummate the Transactions; provided, however, that any such other document, instrument or agreement which Seller reasonably deems necessary or desirable shall not impose upon the Company any obligation or liability other than an obligation or liability expressly imposed upon the Company pursuant to the terms of this Agreement or pursuant to the terms of the other the Company Closing Documents specified in this Section...
Company Closing Documents. On the date hereof, the Company will execute and deliver or, as appropriate, cause to be executed and delivered, the following documents:
Company Closing Documents. On or prior to the Closing Date, the Company shall deliver to Seller the following documents (herein referred to collectively as the "COMPANY CLOSING DOCUMENTS"), duly executed by an authorized officer on behalf of the Company and the other parties thereto (other than Seller) and in form and substance reasonably acceptable to Seller and to the Company unless the form thereof is attached hereto:
(a) An agreement or agreements pursuant to which the Company accepts assignment of Seller's Interest.
(b) A duly executed and acknowledged Secretary's Certificate, certifying that the members of the Company have duly adopted resolutions authorizing the consummation of the Transactions and certifying the authority of the respective authorized signatories of the Company executing and delivering this Agreement and the Company Closing Documents in their capacities as officers of the Company.
(c) A certificate issued by the Secretary of State of Delaware dated not earlier than ten (10) days prior to the Closing Date certifying the existence and good standing of the Company as of the date of such certificate.
Company Closing Documents. Buyer shall have received each of the following agreements, instruments, certificates and other documents:
(i) a stock power executed in blank, to evidence the transfer of the Company Shares to Buyer Sub or a designated Affiliate of Buyer, in form and substance reasonably satisfactory to Buyer;
(ii) the written resignations, in form and substance reasonably satisfactory to Buyer, of each of the managers, officers and directors of the Company (solely with respect to their manager, officer or director designations but not from employment by any Group Company), other than as requested otherwise by Buyer in writing not less than five Business Days prior to the Closing Date;
(iii) a certificate of Parent, in form and substance reasonably satisfactory to Buyer, duly executed by an officer of Parent, certifying (a) the satisfaction of the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(c), (b) the Company Organizational Documents of the Company and (c) the resolutions of the board of directors (or equivalent governing body) of Parent and Seller authorizing the execution and performance of this Agreement and the Ancillary Documents to which Xxxxxx and Seller is a party and the transactions contemplated hereby and thereby;
(iv) FIRPTA documentation, consisting of (A) notices to the IRS, in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit C-1, dated as of the Closing Date together with written authorization for Buyer to deliver such notice form to the IRS on behalf of the Company after the Closing, and (B) FIRPTA Notification Letters, in substantially the form attached hereto as Exhibit C-2, dated as of the Closing Date, and in each case, executed on behalf of the Company;
(v) a certificate of good standing (or equivalent) for each Group Company organized under the Laws of one of the States of the United States from their respective jurisdictions of formation, as of a date not more than five Business Days prior to the Closing Date;
(vi) a duly executed counterpart to the Escrow Agreement, in a form mutually acceptable to Parent, Buyer and the Escrow Agent (the “Escrow Agreement”), from Parent;
(vii) payoff letters or similar instruments, in form and substance reasonably satisfactory to Buyer, with respect to Debt that is debt for borrowed money that is included in the calculation of the Estimated Closing Debt, which letters or instruments provide for the full payoff and discha...
Company Closing Documents. On the Effective Date, the Company shall deliver to Schyan the following documents (the “Company Closing Documents”):
(a) a certified copy of the resolutions of the directors and Company Shareholders approving and authorizing the transactions herein contemplated;
(b) agreement in writing terminating the Company Shareholders Agreement;
(c) a certified copy of the organizational documents of the Company from the Florida Department of State;
(d) a good standing certificate with respect to the Company from the Florida Department of State;
(e) certificate(s) of an executive officer of the Company confirming those matters set forth in Sections 7.1(a) and 7.1(b);
(f) a signed direction from the Company and the Agents confirming that the escrow release conditions under the Subscription Receipt Agreement have been satisfied (or waived);
(g) documents effecting the Merger signed by the Company; and
(h) confirmation from the Florida Department of State of the effectiveness of the Merger.
Company Closing Documents. The Company shall have delivered to the Exchanging Stockholders the following documents:
(1) a copy of the resolution duly adopted by the board of directors of the Company authorizing the execution, delivery and performance by the Company of each Transaction Document to which the Company is a party and the consummation of the Transactions and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of the Company.
(2) a certificate (dated not more than 5 Business Days prior to the Closing), as to the good standing of the Company in Delaware.
Company Closing Documents. On the day of Closing, the Company shall deliver to Purchaser the following documents:
(a) a certified copy of the resolutions of the directors and stockholders (if required) of the Company approving and authorizing the transactions herein contemplated;
(b) a certified copy of the constating documents of the Company; and
(c) a favourable legal opinion from counsel to the Company with respect to the matters set out in Schedule 4.
Company Closing Documents. On the Closing Date, the Company will be delivering to the Purchaser a certificate representing the Exchange Securities.
Company Closing Documents. The Company will have delivered to Buyer the following documents:
(i) a certificate signed by Parent’s Chief Executive Officer or Chief Financial Officer, dated the Closing Date, stating that the conditions specified in Sections 7.1(a) through 7.1(d), inclusive, have been fully satisfied;
(ii) a copy of the resolutions duly adopted by the board of directors and shareholders or unitholders, as the case may be, of each SAI Entity authorizing that SAI Entity’s execution, delivery and performance of the Transaction Documents to which that SAI Entity is a party and the consummation of the Transactions, as in effect as of the Closing, certified by an officer of that SAI Entity;
(iii) a certificate (dated not less than 5 business days prior to the Closing) of the Secretary of State of each state set forth on Schedule 3.1A with respect to SAI and Parent as to the good standing of SAI and Parent in such states;
(iv) copies of the Required Consents;
(v) statutory letters and forms of UCC termination statements for the financing statements set forth on Schedule 7.1(j)(v); and
(vi) such other documents relating to the Transactions as Buyer reasonably requests from the Company and which are customary in similar transactions.
Company Closing Documents. At the Closing, the Company shall deliver, or cause to be delivered, to Unitrin: (i) a certificate of the Company, signed by its Chief Executive Officer, which shall confirm that the conditions to Unitrin's obligations set forth in Sections 8.1 and 8.2 have been satisfied; A-23
(ii) the opinion of Xxxxx Xxxx LLP, counsel for the Company, dated the Effective Time, and in form and substance satisfactory to Unitrin, covering the matters set forth in Exhibit 7.2 hereto; (iii) a certificate of the Company's inspector of elections as to the vote taken at the Company Shareholders' Meeting with respect to the Merger and the conversion of Company B Stock into Company A Stock to be effective immediately prior to the Merger; (iv) written resignations, effective the Effective Time, of those directors of the Company and the Company Subsidiaries specified on a schedule to be delivered by Unitrin to the Company prior to the Closing (the "Directors Schedule"); (v) Articles of Incorporation of the Company and each of the Company Subsidiaries certified by the Secretary of State or Insurance Department of their respective States of incorporation dated as of a date within five (5) days prior to the Closing; and (vi) certificates of Good Standing of the Company and each of the Company Subsidiaries certified by the Secretary of State or Insurance Department of their respective States of incorporation and qualification dated the date of the Closing or as close thereto as practicable.