Deliveries by Buyer Parties. At the Closing, CBI shall deliver or cause to be delivered to ABI the following:
(a) The Purchase Price by wire transfer of immediately available funds to an account or the accounts designated by ABI and beneficially owned by the applicable Persons described on Schedule 1.3; and
(b) Duly executed counterparts to the Ancillary Agreements.
Deliveries by Buyer Parties. 5 1.6 Deliveries by ABI and the Companies 5 1.7 Adjustments to Transactions 6
Deliveries by Buyer Parties. On the Closing Date, Buyer Parties shall deliver or cause to be delivered the following:
(i) the Ancillary Agreements to which any Buyer Party is a party;
(ii) stock certificates representing the Rollover Shares duly endorsed in blank or accompanied by duly executed stock transfer powers;
(iii) resolutions adopted by the board of directors of each Buyer Party approving this Agreement, the Ancillary Agreements to which the respective Buyer Party is a party and the transactions contemplated hereby or thereby, certified by each Buyer Party's corporate secretary;
(iv) all Approvals from third parties as are required in order for each Buyer Party to consummate the transactions contemplated hereby;
(v) the payment required by Section 1.2(a);
(vi) the payment to the Escrow Agent required by Section 1.2(c);
(vii) the certificates of each Buyer Party referred to in Section 7.2(f); and
(viii) such other documents and instruments as are required pursuant to this Agreement or as may reasonably be requested by Seller or its counsel.
Deliveries by Buyer Parties. On the Closing Date, Buyer Parties shall deliver or cause to be delivered the following:
(i) resolutions adopted by the board of directors of each Buyer Party approving this Agreement and the transactions contemplated hereby or thereby, certified by each Buyer Party's corporate secretary;
(ii) all Approvals from third parties as are required in order for Buyer Parties to consummate the transactions contemplated hereby;
(iii) the payment of the Purchase Price required by Section 1.2;
(iv) the certificates of Buyer Parties referred to in Section 6.2(e); and
(v) such other documents and instruments as are required pursuant to this Agreement or as may reasonably be requested by the Seller or its counsel.
Deliveries by Buyer Parties. At the Closing, the Buyer Parties will deliver, or cause to be delivered, to the Selling Parties the following, in each case duly executed by the applicable Buyer Parties to the extent applicable:
(a) an aggregate amount in cash equal to the Closing Cash Amount, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer;
(b) a certificate of the Secretary of State of the State of Delaware as to the good standing of Buyer in such jurisdiction and a certificate of the Secretary of the State of the State of Connecticut as to the legal existence of Eastern in such jurisdiction, each as of not more than ten (10) Business Days prior to the Closing Date;
(c) the Escrow Agreement, executed by Escrow Agent, together with the delivery of the Escrow Amounts by wire transfer to the Escrow Agent thereunder pursuant to Section 2.04;
(d) the Restricted Activity Agreements;
(e) the Employment Agreement;
(f) the Post Closing Agreement contemplated by Section 8.01(e)(ii); and
(g) evidence reasonably satisfactory to the Seller that the Representation and Warranty Policy has been procured and is in effect.
Deliveries by Buyer Parties. At the Closing, Buyer Parties shall deliver or cause to be delivered the following to the applicable Seller Party or other Persons as specified below:
(i) the amounts set forth in Section 1.2(c), Section 1.4(a) and Section 1.5 in accordance therewith;
(ii) the Xxxx of Sale, duly executed by Xxxxx’x Buyer;
(iii) the Employment Agreement with Z. Xxxxx Xxxxx in the form attached hereto as Exhibit E (the “Xxxxx Employment Agreement”), duly executed by Xxxxx’x Buyer;
(iv) the Employment Agreement with Xxx Xxxxxxx in the form attached hereto as Exhibit F (the “Xxxxxxx Employment Agreement”), duly executed by Xxxxx’x Buyer;
(v) the Operating Contribution Agreement, duly executed by ANC Xxxxx’x;
(vi) the Real Property Contribution Agreement, duly executed by ANC Xxxxx’x; and
Deliveries by Buyer Parties. At the Closing, the Buyer Parties shall have satisfied the following conditions and delivered to the Parent the following documents, in each case duly executed or otherwise in proper form:
Deliveries by Buyer Parties. At the Closing, the Buyer Parties will deliver to Sellers in the case of paragraph (a) below and to Sellers' Representatives in all other cases:
(a) stock certificates representing the Merger Shares and Stock Consideration (not including the Escrow Shares which shall be delivered in accordance with Section 1.6) and the Closing Payments in cash by wire transfer or delivery of other immediately available funds;
(b) satisfactory evidence of the Requisite Buyer Vote;
(c) copies of corporate resolutions of the Board of Directors of each of the Buyer Parties authorizing the execution, delivery and performance of this Agreement and the Transactions Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby, certified by an officer of each of the Buyer Parties and a certificate of incumbency for officers of each of the Buyer Parties;
(d) Warrants in favor of each of the Sellers listed on Schedule 1 executed by the Buyer;
(e) the Escrow Agreement executed by the Buyer;
(f) the certificate of an officer of the Buyer Parties described in Section 4.2(b) hereof;
(g) an opinion of special communications counsel for Buyer, in substantially the form attached as Exhibit 3.3(g) hereto, dated as of the Closing Date, addressed to Sellers' Representatives for the benefit of the Sellers;
(h) the Certificate of Merger and Articles of Merger executed by BA Acquisition Corp., and AA Acquisition Corp., respectively;
(i) a certified copy of the Certificate or Articles of Incorporation of each of the Buyer Parties, including all amendments thereto, dated within ten (10) days of the Closing Date;
(j) certificates of good standing with respect to each of the Buyer Parties issued within ten (10) days of the Closing by the Secretary of State of the State of their incorporation;
(k) Bring-down Representation Letters executed by the Buyer Parties dated as of the Closing Date;
(l) an opinion of counsel for Buyer in customary form as to the authorization and enforceability of this Agreement and the Transaction Documents, addressed to the Sellers' Representatives for the benefit of the Sellers;
(m) the Class B Shareholder Agreement executed by Buyer; and
(n) all other documents required by the terms of this Agreement to be delivered to the Sellers' Representatives at the Closing and such other evidence of performance of all the covenants and satisfaction of all of the conditions required of the Buyer Parties by this Agreement at or before the ...
Deliveries by Buyer Parties. At the Closing, the Buyer Parties must deliver to Sellers each of the following duly executed by the Buyer Parties as appropriate:
(a) the payments specified in Section 2.1;
(b) the Membership Interest Purchase Agreements;
(c) the Buyer Parties’ Closing certificate required hereby;
(d) the Xxxx of Sale required hereby;
(e) any documents or instruments required to be delivered by any Buyer Party pursuant to the terms of the Membership Interest Purchase Agreements;
(f) the Escrow Agreement, if required pursuant to Section 14.2;
(g) the Closing Statement; and
(h) the Trademark Assignments.
Deliveries by Buyer Parties
