Company’s Deliverables. At the Closing, the Company will:
(a) deliver evidence of the acceptance of the Secretary of State of the State of Delaware of the filed Certificate of Amendment to the Restated Certificate, properly adopted by all necessary corporate action;
(b) deliver a duly signed notification letter of the ultimate beneficial owner upon receipt of the Purchaser’s Deliverables set forth in Section 3.2;
(c) deliver a copy of the board resolution of TTAG approving the transfer of TTAG Preferred Shares and of the TTAG Loan to the Company signed by the members of the board of directors nominated by the Company;
(d) wire the TTAG Loan Purchase Price to the bank account designated by the Purchaser (evidenced by receipt of payment slip of Purchaser);
(e) upon receipt of the Purchaser’s Deliverables set forth in Section 3.2, deliver to the Purchaser a certificate for the Shares;
(f) deliver copies of the fully executed written consent of the stockholders of the Company (i) waiving the application of Article Fourth, Section 4(d) of the Charter (as defined below) by the Requisite Holders (as such term is defined in the Charter); (ii) waiving the preemptive rights (Section 4.1) and notice provisions (Section 5.1) of the Investors' Rights Agreement; (iii) waiving treatment of the transactions contemplated by this Agreement as a Change in Control under the Relevant Notes, the Voting Agreement (as defined below), the Co-Sale Agreement (as defined below) and that certain Investors’ Rights Agreement dated as of October 2, 2012 between the Company and the stockholders party thereto (the “Rights Agreement”); (iv) approving the grant of registration rights pursuant to Section 2.13 the Rights Agreement to the Purchaser by Holders of at least a majority of the Registrable Securities (as such terms are defined in the Rights Agreement); (v) confirming that the Co-Sale Agreement will terminate upon the closing of a Qualified Public Offering (as such term is defined in that agreement) rather than on the filing of a registration statement relating to a Qualified Public Offering and (vi) approving an amendment to the amended and restated certificate of incorporation of the Company (the "Charter") increasing the number of authorized shares of Series A preferred stock to 2,805,839 shares;
(g) deliver a copy of the side letter executed by the Company granting Purchaser board observation rights;
(h) deliver a copy of the fully executed waiver of the holders of a majority in interest of the Relevant ...
Company’s Deliverables. At the Closing, the Company shall make or tender, or cause to be made or tendered, delivery of the following to Purchaser and Seller, as applicable:
Company’s Deliverables. At the Closing, in addition to any other deliverables specified in this Agreement, the Company shall deliver, or cause to be delivered, to the Buyer:
(a) a Xxxx of Sale and Assignment substantially in the form of Exhibit A duly executed by the Company;
(b) an Intellectual Property Assignment substantially in the form of Exhibit B duly executed by the Company;
(c) an Assumption Agreement substantially in the form of Exhibit C duly executed by the Company;
(d) a duly executed payoff letter with respect to all of the Company’s indebtedness owed to Emigrant (which letter shall include, among others, the release of all Liens in favor of Emigrant and the termination of all of the issued and outstanding Warrants held by Emigrant) in form and substance reasonably satisfactory to the Buyer;
(e) a copy of (i) the Company’s amended certificate of incorporation and by-laws, (ii) all required resolutions of the Company, authorizing the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including the Transaction, (iii) all required resolutions of the Company removing the obstacles under the New Jersey Shareholders’ Protection Act with respect to the Buyer, and (iv) the incumbency of each person executing this Agreement and any other agreement, document or instrument contemplated hereby, in each case, certified by the Secretary of the Company to be true, correct, complete, unchanged and in full force and effect as of the Closing Date; and
(f) each other certificate, instruments and documents as the Buyer may reasonably request in connection with Transaction.
Company’s Deliverables. The Company shall deliver or cause to be delivered to the Seller: (i) $623,569,092.14 (the “Repurchase Amount”); and (ii) if applicable, a stock certificate or book-entry account of the Company issued in the name of the Seller representing a number of shares of Common Stock equal to the difference between the number of shares of Common Stock represented by the stock certificate or certificates and/or Book-Entry Shares delivered by the Seller in accordance with Section 1.3(a) above and the number of Repurchase Shares.
Company’s Deliverables. The Company will have delivered to Investor the following documents duly executed by the Company, or on behalf of the Company (and, in the case of sub-clause (v) below, by or on behalf of Corgenix U.K. Ltd.):
(i) a certificate representing the Second Tranche Shares being purchased by Investor, inclusive of the Legend;
(ii) the Second Tranche Warrant;
(iii) resolutions of the Board of Directors approving issuance of the Second Tranche Shares and Warrant;
(iv) a certificate dated as of the Second Closing Date and signed by the President of the Company certifying that the conditions of Sections 8.1(A), 8.1(B) and 8.1(C) have been satisfied; and
(v) the duly authorized and executed Assignment and Assumption Agreement.
Company’s Deliverables. The Company will have delivered to Investor the following documents duly executed by the Company, or on behalf of the Company:
(i) a certificate representing the Third Tranche Shares being purchased by Investor, inclusive of the Legend;
(ii) the Third Tranche Warrant;
(iii) resolutions of the Board of Directors approving issuance of the Third Tranche Shares and Warrant; and
(iv) a certificate dated as of the Third Closing Date and signed by the President of the Company certifying that the conditions of Sections 10.1(A), 10.1(B) and 10.1(C) have been satisfied.
Company’s Deliverables. Parent and Merger Sub shall have received each of the following:
(i) a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized officer thereof, certifying that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (A) the Company's Articles of Association in effect, (B) the Company's Memorandum of Association in effect, (C) resolutions of the Company Board of Directors approving the Merger, this Agreement and the other Transaction Documents, (D) the Company Required Vote, and (E) the incumbency of each of the Company's officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement;
(iii) the Paying Agent Agreement, executed by the Company and the Paying Agent; and
(iv) the Shareholder Register of the Company, updated as of the Closing, after giving effect to the Merger.
Company’s Deliverables. On or prior to the Closing, the Company shall:
(a) deliver or cause to be delivered to the Subscriber the Registration Rights Agreement, duly executed by the Company; and
(b) deliver or cause to be delivered a certificate of an officer of the Company certifying that (i) all conditions to closing set forth in Section 6.2 have been satisfied, including certification that the filing of the Certificate of Designation has been filed with the Secretary of State of the State of Delaware and is in full force and effect.
Company’s Deliverables. Parent and Merger Sub shall have received each of the following:
(i) a certificate of the Company, validly executed for and on behalf of the Company and in its name by a duly authorized officer thereof, certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (A) the Company’s Articles of Association in effect, (B) the Company’s Memorandum of Association in effect, (C) the Company’s board resolutions approving the Merger, this Agreement and the other Ancillary Agreements, (D) the Requisite Shareholders Approval, and (E) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Ancillary Agreements executed or to be executed and delivered by the Company pursuant to this Agreement;
(iii) IP Assignment Undertakings, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, dully executed by all employees and consultants of the Company and its Subsidiaries listed in Section 8.2(c)(iii) of the Company Disclosure Letter; and
(iv) the shareholder register of the Company, updated as of the Closing, after giving effect to the Merger.
Company’s Deliverables. Company shall execute or deliver to Buyer all of the following:
(a) an amendment to the Company’s Operating Agreement, pursuant to which Xxxxx shall be identified as the sole managing member of Company; and
(b) without limitation by specific enumeration of the foregoing, all other documents reasonably required from Company to consummate the transactions contemplated hereby.
