Company Deliveries at Closing. At the Closing, the Company shall deliver to the Trust:
(a) the Company Amount;
(b) the Amended Supplemental Agreement executed by the Company;
(c) the Trust Amendment executed by the Company;
(d) the Escrow Agreement executed by the Company; and
(e) a certificate delivered by an officer of the Company confirming the accuracy of the matters set forth in Section 6.1(a).
Company Deliveries at Closing. At the Closing, the Company shall execute, or shall deliver to each Purchaser, the following documents and instruments:
(a) Common Stock Certificates. One or more Common Stock Certificates to evidence the ownership by such Purchaser of the number of Common Stock Shares being purchased by it pursuant to this Agreement, endorsed with restrictive legends(s) substantially in the form set forth in Section 9.1 below.
Company Deliveries at Closing. The Company shall deliver or cause the delivery of each of the following to the Investors at the Closing:
Company Deliveries at Closing. At each Closing, the Company shall deliver or cause to be delivered to the Investor:
(a) good standing certificates with respect to the Company from the applicable authority in the jurisdiction of its incorporation dated no earlier than ten (10) Business Days prior to such Closing;
(b) a share certificate, in form satisfactory to the Investor, evidencing the sale to the Investor of the Initial Closing Shares or the Second Closing Shares, as applicable, pursuant to Section 2.2 and Section 2.3;
(c) copy of the Company’s updated Register of Members reflecting the Investor as the record owner of the Initial Closing Shares or the Second Closing Shares, as applicable and the Register of Directors reflecting the Primavera Director as the director of the Company as of the Initial Closing, each certified as true and accurate by the Company’s registered office provider; and;
(d) such other documents, agreements and instruments required to be delivered by the Company to the Investor prior to the Initial Closing under the terms of this Agreement.
Company Deliveries at Closing. At the Closing, the Company shall deliver to each Purchaser (at each Purchaser’s address listed on the signature page of this Agreement):
(i) one copy of this Agreement, duly executed by the Company, and
(ii) a certificate evidencing the Shares registered in the books and records of the Company in the name of each Purchaser or the Purchaser’s nominee.
Company Deliveries at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to the Seller an amount equal to the Purchase Price in immediately available funds by wire transfer to the account designated by the Seller in writing to the Company at least two business days before the Closing.
Company Deliveries at Closing. At the Closing, the Company shall execute, or shall deliver to each Purchaser, the following documents and instruments:
Company Deliveries at Closing. At the Closing, the Company shall ----------------------------- deliver to Investor:
(a) The certificates evidencing the Investor Shares pursuant to Section 2.04(b).
(b) Duly certified copies of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement, the Shareholders Agreement and by the Company and the actions contemplated by Section 6.01(c), which resolutions shall be in full force and effect at and as of the Closing.
(c) Evidence that all consents and approvals listed on Schedule 3.11 have been obtained and are in full force and effect.
(d) A certificate, signed by the Company's chief executive officer dated as of the Closing Date, representing and warranting to Investor (i) that all representations and warranties of the Company made in the Agreement are true and correct on and as of the Closing Date with the same effect as if then made and (ii) that all conditions to Investor's obligations at the Closing set forth in the Agreement have been satisfied.
(e) An opinion of Xxxx Xxxxx, corporate counsel to the Company, dated the Closing Date, addressed to Investor in substantially the form attached hereto as Exhibit C.
Company Deliveries at Closing. At or prior to the Closing, the Company shall deliver or cause to be delivered to Parent:
(a) invoices evidencing the amounts necessary to pay in full the transaction costs, fees, expenses and commissions (including, without limitation, all legal, accounting, and other fees and expenses relating to the Merger) incurred by the Company in connection with this Agreement and the transactions contemplated hereby, in each case to the extent not paid by the Company prior to the Closing Date;
(b) the documents required to be delivered to Parent pursuant to Sections 9.07(b), 9.09, 9.10 and 9.13 of this Agreement;
(c) the Payoff Letters (as defined herein);
(d) true and complete copies of the Company’s certificate of formation and all amendments thereto, duly certified as of a recent date by the Secretary of State of the State of Texas;
(e) a certificate of fact from the Secretary of State of the State of Texas, and a copy of the Company’s franchise tax account status printed from the website of the Texas Comptroller of Public Accounts, which together evidence, as of a recent date, the good standing of the Company under the Laws of the State of Texas;
(f) a certificate, dated as of the Closing Date, executed by the Manager or other appropriate executive officer of the Company, pursuant to which the Manager will certify: (i) the Company has satisfied the conditions set forth in Section 9.01, Section 9.02, and Section 9.06; (ii) that the copy of the Third Amended and Restated Company Agreement of the Company attached to such certificate is true and correct and such Third Amended and Restated Company Agreement of the Company has not been amended except as reflected in such copy; and (iii) a true and correct copy of the list of the Company Members as of the Closing Date;
(g) each of the consents set forth on Confidential Schedule Section 2.03(g); and
(h) a counterparty signature to, and delivery of, each other instruments, certificates and documents which Parent or its counsel may reasonably request to effectuate the transactions contemplated hereby and to which any of the Company, the Company Members or the Company Affiliates is to be a party, duly executed by the Company, the Company Members or the Company Affiliates, as applicable.
