Deliveries and Proceedings at Closing. Subject to the terms and conditions of this Agreement, at the Closing:
Deliveries and Proceedings at Closing. Subject to the terms and conditions of this Agreement, at the Closing:
(a) the ED&F Parties shall deliver or cause to be delivered to Parent and the Merger Subs:
(i) certificates representing (or similar evidence of ownership of) the shares of capital stock (or other ownership interests) of the Purchased Companies, duly endorsed in blank or accompanied by powers duly executed in blank and any necessary Foreign Transfer Agreements;
(ii) the Estimated Merger Adjustment Amount, if applicable;
(iii) the certificates and other documents required to be delivered by ED&F Parties pursuant to Section 8.2;
(iv) a receipt for the payment of the Estimated Stock Sale Consideration duly executed by ED&F;
(v) ED&F’s duly executed counterpart to the Shared Services Agreement;
(vi) Holdings’ duly executed counterpart to the Stock Escrow Agreement;
(vii) ED&F’s duly executed counterpart to the Storage Strategic Alliance Agreement;
(viii) ED&F Man Liquid Products Corporation’s duly executed counterparts to the Molasses Supply Agreement;
(ix) Holdings’ duly executed counterpart to the Registration Rights Agreement; and
(x) Holdings’ duly executed counterpart to the Stockholder’s Agreement.
(b) Parent and the Merger Subs shall deliver or cause to be delivered to the ED&F Parties:
(i) certificates representing the Common Stock Merger Consideration and the Series A Merger Consideration;
(ii) the Estimated Merger Adjustment Amount, if applicable;
(iii) the Estimated Stock Sale Consideration, payable as set forth in Section 3.2(b);
(iv) the certificates and other documents required to be delivered by Parent pursuant to Section 8.3;
(v) Parent’s duly executed counterpart to the Shared Services Agreement;
(vi) Parent’s and Parent Founder’s duly executed counterparts to the Stock Exchange Agreement;
(vii) Terminal Merger Sub’s duly executed counterpart to the Storage Strategic Alliance Agreement;
(viii) Feed Merger Sub’s duly executed counterpart to the Molasses Supply Agreement;
(ix) Parent’s and Parent Founder’s duly executed counterparts to the Proxy Agreement;
(x) the duly executed counterparts to the Stock Escrow Agreement of Parent, Parent Founder, the Escrow Agent and the Initial Stockholders thereunder;
(xi) Parent’s duly executed counterpart to the Registration Rights Areement; and
(xii) Parent’s duly executed counterpart to the Stockholder’s Agreement.
Deliveries and Proceedings at Closing. At the Closing and subject to the terms and conditions herein contained:
Deliveries and Proceedings at Closing. At the Closing:
Deliveries and Proceedings at Closing. 21 6.4. TERMINATION..........................................................23 ARTICLE VII.
Deliveries and Proceedings at Closing. (a) DELIVERIES BY SELLER, CJM AND XX. XXXXXX. Seller, CJM and Xx. Xxxxxx shall deliver or cause to be delivered to Buyer at the Closing:
(i) General warranty bills of sale and instrument of assignment to the Purchased Assets in the form attached hereto as EXHIBIT F.
(ii) Assignments of all transferable or assignable licenses, Permits and warranties relating to the Purchased Assets and of any Intellectual Property included in the Purchased Assets, duly executed and in forms acceptable to Buyer.
(iii) [not used].
(iv) Assignments of the Lease Agreement in the form attached hereto as EXHIBIT G.
(v) Certificates of the appropriate public officials to the effect that Seller was a validly existing corporation in good standing in its state of formation as of a date not more than 15 business days prior to the Closing Date.
(vi) Incumbency and specimen signature certificates dated the Closing Date, signed by the officers of Seller and certified by its Chief Executive Officer or Executive Vice President.
(vii) True and correct copies of the Seller's Certificate of Incorporation certified by the Secretary of State as of the Closing Date.
(viii) Certificates of Seller (A) setting forth all resolutions of the Directors of Seller and the stockholders of Seller authorizing the execution and delivery of this Agreement and the Other Agreements and the performance by Seller of the transactions contemplated hereby and thereby, and (B) to the effect that the Certificate of Incorporation of Seller delivered pursuant to SECTION 6.3(A)(VII) were in effect at the date of adoption of such resolutions, the date of execution of this Agreement and the Closing Date.
(ix) The opinion of Buklad & Buklad, legal counsel to Seller, in substantially the form of EXHIBIT H.
(x) Keys for the Cinema location.
(xi) All vendor warranties (including those for the roofs on the Cinema) respecting the Purchased Assets.
(xii) Such other agreements and documents as Buyer may reasonably request.
Deliveries and Proceedings at Closing. At the Closing:
(a) Deliveries by Seller. Seller shall deliver or cause to be delivered to Buyer:
(i) a bill xx sale and instrument of assignment to the Purchased Assets, duly executed by Seller substantially in the form of Exhibit C hereto (the "Bill xx Sale");
(ii) the Assumption Agreement, duly executed by Seller;
(iii) a Transition Services Agreement mutually agreeable to Buyer and Seller (the "Transition Services Agreement"), duly executed by Seller;
(iv) the IP License Agreement, duly executed by Seller; and
(v) subject to Section 1.6(d), such other instruments of conveyance as shall, in the reasonable opinion of Buyer, be necessary to vest in Buyer good, valid and marketable title to the Purchased Assets in accordance with Section 1.1.
Deliveries and Proceedings at Closing. Subject to the terms and conditions of this Agreement, at the Closing:
(a) the Company shall deliver or cause to be delivered the following:
(i) the certificates evidencing the Intermex Common Shares; and
(ii) the certificates and other documents required to be delivered pursuant to Section 7.2.
(b) Parent and the Merger Subs shall deliver or cause to be delivered the following:
(i) an amount equal to the Cash Merger Consideration minus the Adjustment Escrow Amount, by wire transfer of immediately available funds, to the Stockholder Representative or its designees in accordance with the terms of this Agreement;
(ii) the Adjustment Escrow Amount to the Escrow Agent for deposit in the Adjustment Escrow Account in accordance with Section 2.8(f);
(iii) the Common Stock Merger Consideration to the Stockholder Representative or its designees electronically through book entry delivery or, upon written request by the Stockholder Representative, in the form of one or more original stock certificates;
(iv) the aggregate amount of the Reimbursable Transaction Expenses (to the extent not previously paid by Parent) as directed by the Company in writing prior to the Closing, which shall include the relevant invoices therefor; and
(v) the certificates and other documents required to be delivered pursuant to Section 7.3.
Deliveries and Proceedings at Closing. Subject to the terms and conditions of this Agreement, at the Closing:
(a) the Company shall deliver or cause to be delivered to Parent and Merger Sub the certificates and other documents required to be delivered pursuant to Section 7.02; and
(b) Parent and Merger Sub shall deliver or cause to be delivered (i) the certificates and other documents required to be delivered pursuant to Section 7.03, and (ii) to its transfer agent, the instructions to issue shares of Parent Common Stock constituting the Merger Consideration payable to the Company Shareholders in accordance with Article III, together with any notices and documentation necessary or appropriate in connection therewith.
Deliveries and Proceedings at Closing. Subject to the terms and conditions of this Agreement, at the Closing:
(a) the Company and Sellers, as applicable, shall deliver or cause to be delivered to JetPay:
(i) certificates representing (or similar evidence of ownership of) the Units (or other ownership interests) of the Company owned by the Sellers, if any, duly endorsed in blank or accompanied by powers duly executed in blank, or a written certification from the Sellers stating that no such certificates exist and accompanied by membership interest transfer certificates duly executed in blank;
(ii) duly executed counterparts to each Ancillary Agreement to which such Person is party; and
(iii) the certificates and other documents required to be delivered pursuant to Section 8.2.
(b) JetPay shall deliver or cause to be delivered the following:
(i) certificates representing the Closing Date Stock Consideration to the Seller Payees;
(ii) duly executed counterparts to each Ancillary Agreement to which JetPay is party; and
(iii) the certificates and other documents required to be delivered pursuant to Section 8.3.
