Deliveries by Parent Sample Clauses
Deliveries by Parent. At the Closing, Parent will deliver or cause to be delivered to the Company the following:
(a) the Parent Certificate of Merger, executed by Parent;
(b) the Escrow Agreement executed by the Parent Parties;
(c) the Parent Closing Certificate;
(d) the Investor Rights Agreement executed by PubCo;
(e) the Tax Receivables Agreement executed by PubCo; and
(f) any other document required to be delivered by the Parent Parties at Closing pursuant to this Agreement.
Deliveries by Parent. At or prior to the Closing, PARENT shall ---------------------- deliver (or cause to be delivered) to TARGET:
(a) each certificate or other letter, agreement and other document or instruments required to be delivered by PARENT to TARGET or to TARGET's stockholders in accordance with Article IX hereof; -----------
(b) the Merger Filings, duly executed by ACQUISITION CORP.;
(c) the Certificates (evidencing the Merger Shares), to the extent the conditions for delivery of the same at Closing set forth in Article III shall ----------- have been satisfied, for delivery to the applicable TARGET stockholders; and
(d) such other documents, instruments, agreements and all certificates and other evidence as TARGET or its counsel may reasonably request as to the satisfaction of the conditions to TARGET's obligations set forth herein.
Deliveries by Parent. At the Closing, Parent shall deliver to the Sellers or their designees original promissory notes representing the Convertible Debentures with an aggregate principal amount equal to the Debenture Amount, together with allonges assigning such notes to Sylvan. At the direction and on behalf of Parent, the Sellers or their designees will deliver the portion of the Target Businesses acquired by Parent directly to the Purchaser so that the portion of the Targeted Businesses acquired by Parent will be delivered to, and held by, Purchaser immediately after the Closing.
Deliveries by Parent. At Closing, Parent shall deliver, or cause to be delivered, to Buyer, the following items:
(1) Certificates for the Shares, duly endorsed in blank or with stock powers duly endorsed in blank, together with such other documents, instruments or agreements necessary to transfer good and valid title in and to the Shares to Buyer, free and clear of any Lien;
(2) The ERC Organizational Certificate certified as of the most recent practicable date by the Secretary of State of the State of Michigan;
(3) A certificate from the appropriate Governmental Authority as to the good standing (or equivalent status) of ERC as of the most recent practicable date in its jurisdiction of incorporation and each jurisdiction in which ERC is qualified or licensed to do business;
(4) A certificate of the Secretary of ERC certifying as to the ERC Organizational Certificate and By-Laws;
(5) A written resignation from each director of ERC and an acknowledgement from each officer of ERC as Buyer shall request that he/she shall no longer have authority to execute documents on behalf of ERC or otherwise bind ERC;
(6) ERC’s original corporate record books and stock record books;
(7) A duly executed opinion of in-house counsel to Parent and ERC in a form reasonably satisfactory to Buyer;
(8) Evidence of termination, in form and substance reasonably satisfactory to Buyer, of all of the intercompany arrangements set forth on Parent Disclosure Schedule 3.01(b);
(9) A properly executed affidavit of non-foreign status in a form reasonably acceptable to Buyer;
(10) An incumbency certificate of Parent certifying as to the signatures of its officers executing documents in connection herewith; and
(11) Pay-off letter with respect to the intercompany account Buyer will pay in full at Closing as set forth on Parent Disclosure Schedule 3.01(b) and any necessary, fully executed (but unfiled) UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of such indebtedness.
Deliveries by Parent. (a) At the Closing, Parent shall deliver to email (unless delivered previously) the following:
(1) a certificate or certificates representing the Parent Common Stock;
(2) the certificates referred to in Sections 6.5 and 6.6; and
(3) all other previously undelivered documents and instruments required to be delivered by Parent to email at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by Parent. At the Closing, Parent will deliver or cause to be delivered the following to Buyer:
(a) The stock books, stock ledgers, minute books and corporate seals of the Company and the Company Subsidiaries;
(b) An executed counterpart of the Indemnification Agreement;
(c) An executed counterpart of the Stockholders Agreement;
(d) An executed counterpart of the Registration Rights Agreement; and
(e) A release in a form reasonably acceptable to Buyer and Parent.
Deliveries by Parent. Parent shall deliver the following items, and Parent shall take the following actions, at the Closing.
Deliveries by Parent. At the Closing, Parent shall deliver or cause to be delivered to the Company, and the obligations of the Company hereunder shall be subject to the satisfaction at or prior to the Effective Time of, all of the following:
Deliveries by Parent. At the Closing, Parent shall:
(1) pay, or cause to be paid, the amounts set forth in Section 2.8(c) required to be paid at the Closing in accordance therewith;
(2) issue the Parent Common Shares pursuant to and in accordance with Section 2.8(d);
(3) deliver to the Company the Escrow Agreement, duly executed by Parent and the Escrow Agent;
(4) deliver to the Company the Stockholders’ Agreement, duly executed by certain of the Stockholders, Parent and the Principal Parent Stockholders;
(5) deliver to the Company the Registration Rights Agreement, duly executed by certain of the Stockholders, Parent, Xxxxxx X. Xxxxxx and the other signatories thereto; and
(6) deliver to the Company the closing certificates required to be delivered by or on behalf of Parent pursuant to this Agreement with respect to the Closing pursuant to Section 6.3(c).