Deliveries by Newco. At the Closing, NewCo shall deliver the following items, duly executed by NewCo as applicable:
Deliveries by Newco. Contemporaneously with the execution of this Agreement, Newco shall deliver or shall cause Newco Sub to deliver, as appropriate, to each Contributing Company the following:
(a) stock certificates issued in the name of such Contributing Company for the Shares acquired by such Contributing Company pursuant to SECTION 2 hereof;
(b) a certified copy of the resolutions adopted by the Board of Directors of Newco authorizing the transactions contemplated by this Exchange Agreement;
(c) an opinion of Xxxxx & Xxxxxxx L.L.P., counsel to Newco, dated as of the date hereof, in substantially the form attached hereto as EXHIBIT H;
(d) an opinion from Deloitte & Touche L.L.P., Newco's independent certified public accountants, addressed to Newco and each Contributing Company and dated as of the date hereof, to the effect and in substantially the form attached hereto as EXHIBIT I;
(e) certificates of incumbency and specimen signatures of the signatory officers of Newco;
(f) executed copies of the Bridge Loan documents, as set forth on Schedule 2.7(a) hereto and evidence of the funding of all amounts thereunder;
(g) an executed copy of the Stockholders Agreement;
(h) a good standing certificate and copy of the charter, certified by the Secretary of State of the State of Delaware for ActiveTel;
(i) an executed copy of the Secondment Agreement with STC;
(j) an executed copy of the Agreement Regarding Key Management with each respective Contributing Company; and
(k) such other Documents any Contributing Company may reasonably request.
Deliveries by Newco. At the Closing, Newco shall deliver to Philips the following:
(a) the certificate to be delivered pursuant to Section 7.3(c); and
(b) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Philips, as may be required to give effect to this Agreement.
Deliveries by Newco. At the Closing, BellSouth and SBC shall cause Newco to deliver to BellSouth and SBC a duly executed copy of each of the Ancillary Agreements not previously executed to which Newco is to be a party.
Deliveries by Newco. Newco shall, on or before the Closing, execute and deliver or cause to be delivered to the civil law notary (“civil law notary”), who shall execute and deliver the notarial deed of issue in respect of the ST Newco Shares (with a copy to ST):
(a) a certificate issued by a registered accountant as referred to in Section 2:204b Dutch Civil Code relating to the value of the ST Transferred Assets to be contributed to Newco against the issuance of the ST Newco Shares; 2
(b) a true and complete copy of the resolutions duly and validly adopted by the Managing Director and the shareholders of Newco evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby including the issuance of the ST Newco Shares;
(c) a duly executed power of attorney by Newco with respect to the execution of the notarial deed of issue of shares in respect of the ST Newco Shares; and
(d) a certificate of the Managing Director certifying the names and signatures of the Persons authorized to sign this Agreement and the other documents to be delivered hereunder.
Deliveries by Newco. At the Closing, Newco shall deliver or cause to be delivered the following (the “Newco Closing Deliverables”):
Deliveries by Newco. Upon receipt of all the documents to be executed and delivered by Contributor under Section 3.2 and upon satisfaction of the closing conditions set forth in Section 6 of this Agreement, Newco shall deliver to each Contributor: (i) a duly executed original of this Agreement, and (ii) a duly executed certificate evidencing the Newco Shares.
Deliveries by Newco. On the Consummation Date, NEWCO shall deliver to each STOCKHOLDER a certified cheque or bank draft and certificates representing Dividend Access Shares, the whole in amounts and as provided at Section 2.2.
Deliveries by Newco. At the Closing:
(a) NewCo shall (i) deliver the Cash Purchase Price to Seller in immediately available funds by wire transfer to an account or accounts that have been designated by ResCap prior to the Closing Date and (ii) issue the Class B Junior Preferred Units to Seller;
(b) NewCo shall execute and deliver counterparts to those Ancillary Transfer Documents required to be executed and delivered by NewCo to effect the sale and transfer of the Interests pursuant to this Agreement;
(c) NewCo shall deliver the certificate required to be delivered pursuant to Section 5.2(c); and
(d) NewCo shall deliver such other documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement.
Deliveries by Newco. At the Closing, Newco shall be caused to perform the following:
(a) Buyer and Carey Agri shall cause Newco to wire funds to the Company in the amouxx xx the Purchase Price for the Assets;
(b) Buyer and Carey Agri shall cause Newco to deliver to the Escrow Agent, the Escrxx Xxposit; and
(c) such other documents as the Partners may reasonably request, to be requested no later than five business days prior to Closing.
