Company’s Closing Deliveries. At the Closing the Company shall have delivered to the Subscriber:
(a) If accepted by the Company, a duly countersigned copy of this Agreement, duly executed by the Subscriber;
(b) a duly countersigned copy of the Registration Rights Agreement;
(c) the Series C Warrant and;
(d) written instructions to its transfer agent to issue and deliver certificates representing the Unit Shares acquired by the Subscriber, all as more fully set forth on the signature page hereto
Company’s Closing Deliveries. At the Closing, the Company shall have delivered to the Subscriber, if accepted by the Company, a duly countersigned copy of this Agreement and the Registration Rights Agreement dated as of the Closing Date, (ii) a share certificate, evidence of delivery of uncertificated shares, and/or other evidence of the transfer of the Shares underlying the Subscribed for Units; and (iii) a duly executed Warrant. Each Warrant will be substantially in the form of Exhibit B attached hereto, evidencing the Warrants underlying the Subscribed for Units.
Company’s Closing Deliveries. At the Closing, the Company shall have delivered to the Subscriber, if accepted by the Company, a duly countersigned copy of this Agreement dated as of the Closing Date, and (ii) such documentation evidencing Subscriber’s ownership of the shares of common stock underlying the Subscribed for Units as the Company, in its sole discretion, deems appropriate.
Company’s Closing Deliveries. The Company shall deliver, or shall cause to be delivered, to Buyer:
(i) the Escrow Agreement duly executed by the Stockholders’ Agent;
(ii) a certificate duly executed by an executive officer of the Company, reasonably satisfactory to Buyer, certifying that the conditions with respect to obligations of Buyer and Merger Sub under this Agreement set forth in Sections 6.1 and 6.2 have been satisfied;
(iii) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying that (A) the Company Organizational Documents are in full force and effect as of the Closing, with copies of such Company Organizational Documents attached thereto, (B) attached thereto are true and complete copies of (I) all resolutions adopted by the Company Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and (II) resolutions of the Company Stockholders approving the Merger and the other transactions contemplated hereby and thereby 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 Merger and the other transactions contemplated hereby and thereby;
(iv) a certificate duly executed by the Secretary of the Company, reasonably satisfactory to Buyer, certifying the names and signatures of the officers of the Company authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder;
(v) a good standing certificate for the Company issued by the Secretary of State of the State of Delaware, dated no earlier than two (2) Business Days prior to the Closing Date;
(vi) the Closing Statement contemplated by Section 2.11(a);
(vii) certificate and notice, duly executed by an executive officer of the Company and meeting the requirements of Sections 1.1445-2(c)(3) and 1.897-2(h) of the Treasury Regulations, certifying that interests in the Company, including the Company Common Shares, do not constitute “United States real property interests” under Section 897(c) of the Code;
(viii) the resignations required pursuant to Section 5.10;
(ix) evidence reasonably satisfactory to Buyer of termination of certain agreements pursuant to Section 5.18(c);
(x) written agreements satisfactory to Buyer and executed by each Key Employee, (A) waiving any and all severance, change in control o...
Company’s Closing Deliveries. At the Closing, the Company will deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser:
(a) a certified copy of all resolutions of the board of directors of the Company: (i) approving the registration of the transfers referred to in Section 2.1; and (ii) the entering into and completion of the Transaction;
(b) certified copies of the Constating Documents of the Company, complete and up to date to (but not including) Closing;
(c) a certificate pursuant to Section 3.3(a);
(d) a certificate of good standing or equivalent issued by the applicable regulatory body with respect to the Company; and
(e) the Company’s Books and Records.
Company’s Closing Deliveries. The Company shall have delivered, or caused to be delivered, the deliveries to Buyer set forth in Section 2.3(a).
Company’s Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to the Investor the following:
(i) The Replacement Warrants registered in the name of the Investor, pursuant to which the Investor shall have the right to acquire the Replacement Warrants Shares.
(ii) The legal opinion of Company Counsel, in agreed form, addressed to the Investor.
(iii) The Company shall use its best efforts to have delivered to the Investor within five business days after the Closing Date a letter from the Company’s transfer agent acknowledging that the Irrevocable Transfer Agent Instructions delivered to the transfer agent on September 29, 2005, shall also apply to the shares of common stock underlying the Replacement Warrants.
(iv) A certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the effect that the Company shall have taken all corporate action and obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the issuance of the Replacement Warrant.
(v) An amount in United States dollars and in immediately available funds, by wire transfer to an account designated in writing by the Investor for such purpose, equal to the Investor Counsel Expense.
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Company’s Closing Deliveries. On or prior to the Closing Date, the Company shall deliver each of the following deliverables to the Investors, any of which may be waived by such Investor (as to itself only):
(a) Copies of any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect.
(b) An opinion from Xxxx Xxxxxxxx LLP, dated as of the Closing Date, addressed to the Investors, in substantially the form attached hereto as Exhibit C.
(c) A certificate of the secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (a) the resolutions adopted by the Board of Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents, and the issuance of the Shares, (b) the current versions of the Certificate of Incorporation and Bylaws of the Company and (c) the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company.
Company’s Closing Deliveries. At the Closing, the Company shall have delivered to the Subscriber if accepted by the Company, (1) a duly countersigned copy of this Agreement dated as of the Closing Date; (2) a certificate in the name of the Subscriber representing the Shares included in the Subscribed for Units; (3) a duly signed copy of the Warrants in the name of the Subscriber included in the Subscribed for Units; and (4) a promissory note in the amount of $18,145.93, representing the difference between the principal amount of the Promissory Notes and the Subscription Amount and all accrued and unpaid interest due thereon through the date hereof (collectively, the "Company's Deliverables").
Company’s Closing Deliveries. At the Closing, the Seller Representative, on behalf of the Sellers, shall deliver to Purchaser each of the following:
(a) stock certificates and a stock power for all of the Shares, duly executed by each applicable Seller (such stock certificates representing all of the Shares);
(b) a copy of (i) the Certificate of Incorporation of each of the Company, Velvac and Velvac International, (ii) the Certificate of Formation of Road-iQ, in each case (i) and (i), as amended and certified as of a recent date by the Secretary of State of the State of Delaware, and (iii) in the case of Xxxxxxx, the Articles of Formation certified as true, complete and correct by a Company officer;
(c) a certificate of good standing of each of the Company, Velvac, Velvac International and Road-iQ, each issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing or equivalent certificate for Xxxxxxx from the Governmental Authority in its jurisdiction of organization;
(d) a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, as to (i) no amendments to the Certificate of Incorporation or Formation, as applicable, of the Company, Velvac, Velvac International and Road-iQ since the date specified in the Certificates of Incorporation or Formation, as applicable, delivered pursuant to Section 4.02(b), (ii) the Bylaws, as amended, of each of the Company, Velvac and Velvac International and the Limited Liability Company Operating Agreement, as amended, of Road-iQ, (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated hereby, and (iv) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreement or certificate executed by the Company in connection with the Closing;
(e) a statement certifying that the Company is not, and has not been during the shorter of the periods specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property holding corporation” for purposes of Sections 897 and 1445 of the Code;
(f) the Escrow Agreement, executed by the Seller Representative and the Escrow Agent;
(g) pay-off letters (the “Pay-Off Letters”) in a form reasonably satisfactory to Purchaser, with respect to the pay-off amounts of the Indebtedness of the Company and the Subsidiaries, including the Indebtedness identified on Schedule 4.02(g), and all ...
