Company Deliverables Sample Clauses
Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).
Company Deliverables. The Company shall have delivered to such Investor the Company Deliverables;
Company Deliverables. At or prior to the Closing, the Company shall deliver, or cause to be delivered, to Parent the following agreements and documents, each of which shall be in full force and effect as of the Closing:
(a) the consents, authorizations and approvals from such Persons and Governmental Authorities identified in Schedule 6.03(g) of the Disclosure Schedule, in form and substance reasonably satisfactory to Parent;
(b) letters related to the Indebtedness Consents, if any, drafts of which shall have been delivered to Parent at least three (3) Business Days prior to the Closing, executed by the lenders or other financing sources of the Company or any of its Subsidiaries, each in form and substance reasonably satisfactory to Parent;
(c) a Certificate of the Company’s Secretary in form and substance reasonably acceptable to Parent, attesting to, and attaching thereto: (i) the Company’s Certificate of Incorporation, and for each Significant Subsidiary of the Company, its equivalent Constituent Document, (ii) the Company’s bylaws as in effect at the time of the Closing, and for each Significant Subsidiary of the Company, its equivalent Constituent Document as of such time, (iii) the incumbency of the Company’s officers executing this Agreement and the other agreements and documents executed in connection with the Merger or any other agreement related to the transactions contemplated hereunder, (iv) resolutions of the board of directors and stockholders (via the Company Stockholder Consent) of the Company authorizing the consummation of the Merger, (v) a good standing certificate with respect to the Company from the Secretary of State of the State of Nevada and from the appropriate Governmental Authority in each other jurisdiction where the Company is or is required to be qualified to do business, dated no more than five (5) days before the Closing, and (vi) for each Significant Subsidiary of the Company, a good standing certificate or local equivalent from the appropriate Governmental Authority in the relevant jurisdiction of incorporation of formation and the appropriate Governmental Authority in each other jurisdiction in which such Significant Subsidiary is or is required to be qualified to do business, in each instance, dated no more than ten (10) days before the Closing;
(d) a certificate, in a form reasonably acceptable to the Company, dated as of the Closing Date, that satisfies the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) certifyi...
Company Deliverables. The Company shall have delivered (or caused to be delivered) to the SPAC the various certificates, instruments and documents referred to in Section 2.6(b).
Company Deliverables. At the Closing (or, if delivery is required by this Agreement to be made prior to the Closing, at such earlier time), the Company shall deliver or cause to be delivered to Parent each of the following documents and instruments:
a. the Stockholder Consent pursuant to and in accordance with Section 6.1;
b. an affidavit, under penalties of perjury, stating that the Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h) (the “FIRPTA Certificate”);
c. certified copies of (i) the Company Charter and Bylaws, and (ii) resolutions duly adopted by the Company Board authorizing the execution, delivery and performance of this Agreement, the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby;
d. a certificate of good standing (or applicable equivalent) from the Secretary of State (or other applicable Governmental Authority) of the jurisdiction of organization of the Company and each jurisdiction in which the Company is qualified to conduct business as a foreign corporation, in each case dated no more than two (2) days before the Closing Date and certifying as to the good standing (or applicable equivalent) of the applicable entity in such jurisdiction;
e. evidence that the Company has obtained the D&O Policy, with six (6) years of run-off coverage for each of the following coverage sections: Directors & Officers, Employment Practices and Fiduciary;
f. a copy of the Certificate of Merger duly executed by the Company;
g. written resignations of those directors and officers of the Company listed on Schedule 3.2(g) attached hereto, in form and substance reasonably satisfactory to Parent;
h. the Estimated Closing Statement, certified by the chief executive officer of the Company as being true, correct and complete with respect to the information set forth therein;
i. the Escrow Agreement, duly executed by the Company and Representative; j. true, correct and complete copies of any waivers and stockholder approval, in form and substance reasonably satisfactory to Parent, of any payments that may, separately or in the aggregate, constitute “excess parachute payments” (within the meaning of Section 280G of the Code) that may be made to individuals who are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) in connection with th...
Company Deliverables. On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser and the Depository, as applicable, the following:
(i) this Agreement duly executed by the Company and the Guarantor to the Purchaser;
(ii) a Note, in the form of Exhibit A, registered in the name of such Purchaser;
(iii) a warrant registered in the name of the Purchaser to purchase up to 25,000,000 shares of Common Stock of Guarantor, substantially in the form attached hereto as Exhibit B (the “Warrant” and together with the shares of the Guarantor’s common stock (the “Common Stock”) underlying such Warrant, the “Securities”);
(iv) the Security Agreement, in the form of Exhibit C, duly executed by the Purchaser, the Company and the Guarantor;(v) The Guaranty, in the form of Exhibit D, duly executed by the Guarantor;
(vi) the Account Control Agreement, in the form of Exhibit E, duly executed by the Depository and Company;
(vii) the BTC Lending Agreement, in the form of Exhibit F, duly executed by the Depository and the Company;
(viii) legal opinion substantially in the form reasonably acceptable to the Purchaser;
(ix) The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Financial Officer, dated as of the date hereof, certifying to the fulfillment of the conditions specified in Section 2(g) hereof; and
(x) The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the date hereof, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein) and the issuance of the Note, certifying the current versions of the Articles of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. This Agreement, the Note, the Warrant, the Security Agreement, the Guaranty, the Account Control Agreement, and the BTC Lending Program Participation Agreement are collectively referred to as the Transaction Documents;
Company Deliverables. At the Closing, Company shall deliver to Buyer the following:
(i) the original minute book of Company and all stock transfer books, stock ledgers and blank certificates for shares of Company Stock;
(ii) documents reasonably satisfactory to Buyer evidencing the resignations of all of the directors and officers of Company, such resignations to be effective as of the Closing;
(iii) pay-off letters for the JPMorgan Chase bank loan, the Sterling National Bank loan and the Shareholder loan, along with any releases, lien discharges and any other documents reasonably requested by Buyer reflecting the full satisfaction and release of any encumbrances against any of the Shares or against any asset, property or right of Company;
(iv) the consents pursuant to Section 7.6;
(v) evidence satisfactory to Buyer that all Intellectual Property has been properly assigned to Company, and that such assignments are filed and accepted by the United States Patent and Trademark Office;
(vi) the Closing Balance Sheet certified by Company and Shareholder;
(vii) the certificate of Shareholder substantially in the form of Exhibit C on behalf of herself and Company certifying that all of the representations and warranties of Company and Shareholder are true and correct in all respects as of the Closing Date;
(viii) either (A) a properly executed statement satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a form reasonably acceptable to Buyer or (B) caused Shareholder to have executed and delivered to Buyer certificates of non-foreign status satisfying the requirements of Treasury Regulations Section 1.1445-2(b) in a form reasonably acceptable to Buyer;
(ix) the certificate of the Secretary of Company substantially in the form of Exhibit D;
(A) Shareholder shall have entered into and delivered to Buyer a General Release, and (B) Shareholder, Xxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx shall have entered into and delivered to Buyer a Proprietary Rights Agreement; each in form and substance approved of by Buyer;
(xi) evidence of receipt of any necessary or appropriate consents to the transactions contemplated hereby of any third party which consent is required in connection with the transactions contemplated by this Agreement;
(xii) evidence of filing a request for certificates of good standing of Company issued by the New York Secretary of State, the New York Department of Taxation and Finance and the secretary of state and tax authority of any other stat...
Company Deliverables. The Surviving Pubco shall have received the deliverables set forth in Section 1.8(b) required to be delivered by the Company upon the Closing.
Company Deliverables. The Company shall, and Trimble shall cause the Company and its applicable Subsidiaries to:
(i) (A) deliver evidence in a form reasonably acceptable to AGCO of the issuance of the Common Units to Trimble pursuant to the Carve-Out Restructuring (prior to the transfer contemplated by Section 2.4(a)), and (B) in accordance with the provisions of the Company LLC Operating Agreement, record the transfer of the Common Units contemplated by Section 2.4(a) to AGCO in its records, free and clear of all Liens (except for Liens arising out of, under or in connection with the Company LLC Operating Agreement), and admit AGCO as a member of the Company;
(ii) as consideration for the JCA Contribution, issue the Common Units contemplated by Section 2.4(b) to AGCO or, if applicable, its Affiliate designee, free and clear of all Liens (except for Liens arising out of, under or in connection with the Company LLC Operating Agreement) and, if applicable, admit AGCO’s Affiliate designee as a member of the Company, and the Common Units upon issuance by the Company, shall be duly authorized and validly issued, and deliver evidence of such issuance in a form reasonably acceptable to AGCO; and
(iii) deliver to AGCO:
(A) a counterpart, duly executed by the Company, to the Company LLC Operating Agreement, the Supply Agreement, the Technology Agreement, the Trademark Agreement, the Transition Services Agreement and the Employee Secondment Agreements;
(B) all other documents expressly required to be delivered by the Company or its Subsidiaries to AGCO on or prior to the Closing Date pursuant to this Agreement;
(C) such other documents that are reasonably necessary to be delivered by the Company to effect the transactions contemplated by this Agreement; and
(D) in a mutually agreed format and media, all physical and tangible items included in the Business Assets that are not (i) already in the possession or control of the Company or its Subsidiaries as of the Closing Date or (ii) provided to the Company pursuant to the Transition Services Agreement.
Company Deliverables. On the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement duly executed by the Company;
(ii) a Note with a principal amount equal to such Purchaser’s Subscription Amount, registered in the name of such Purchaser, evidencing the principal amount of Notes that Purchaser is purchasing, against payment of the Subscription Amount therefor by certified or bank check or wire transfer to such account as the Company may designate to the Purchaser;
(iii) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to such Purchaser’s Subscription Amount (i.e., for every dollar paid by such Purchaser for the Note such Purchaser shall receive a warrant to purchase one share of Common Stock) at an exercise price equal to the lesser of (A) 70% of the per share price for a share of Common Stock sold in the Qualified Financing and (B) $0.45 per share, subject to adjustment therein; and