Deliveries by Parent. At the Closing, Parent will deliver or cause to be delivered to the Company (unless delivered previously) the following:
(i) the Escrow Agreement, executed by Parent;
(ii) the Restrictive Covenant Agreements, each duly executed by Parent; and
(iii) the Parent Officer’s Certificate.
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. (a) At the Closing, Parent shall deliver, or cause to be delivered, to Purchaser the following:
(i) certified copies of (A) the Sale Approval Order, which shall not have been modified or amended in a manner materially adverse to Purchaser that has not been agreed to in writing by Purchaser, and (B) all other Orders of the Bankruptcy Court pertaining to the transactions contemplated by this Agreement;
(ii) true, correct and complete copies of the articles of incorporation of Parent, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Delaware;
(iii) true, correct and complete copies of the charter of the Bank, and any amendments thereto, duly certified as of a recent date by the Office of Thrift Supervision;
(iv) true, correct and complete copies of the articles of incorporation of the Bank Subsidiary, including any amendments thereto, duly certified as of a recent date by the Secretary of State of Illinois;
(v) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Delaware, duly certifying as to the existence and good standing of Parent under the laws of the State of Delaware;
(vi) a certificate of good standing, dated as of a recent date, issued by the Office of Thrift Supervision, duly certifying as to the existence and good standing of the Bank under the laws of the United States;
(vii) a certificate of good standing, dated as of a recent date, issued by the Secretary of State of Illinois, duly certifying as to the existence and good standing of the Bank Subsidiary under the laws of the State of Illinois;
(viii) a letter, dated as of a recent date, from the Office of Thrift Supervision, to the effect that Parent is a registered thrift holding company under HOLA;
(ix) a certificate, dated as of a recent date, issued by the FDIC, duly certifying that the deposits of the Bank are insured by the FDIC under the Federal Deposit Insurance Act;
(x) the certificates required to be delivered pursuant to Section 7.3(c);
(xi) an executed counterpart to the Escrow Agreement;
(xii) stock certificates representing all of the issued and outstanding Shares, duly endorsed in blank (or accompanied by duly executed stock powers);
(xiii) a receipt for the Purchase Price;
(xiv) resignations, effective as of the Closing, of all directors of the Bank and the Bank Subsidiary, except for such persons as shall have been designated in writing prior to the Closing by Purchaser to Parent to remain...
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. On or prior to the Closing Date, Parent shall deliver, or cause to be delivered to Stockholders’ Representative or the Escrow Agent, as the case may be, the following items:
7.2.1 The amounts due at Closing as required by Sections 2.6 and 2.10;
7.2.2 The Escrow Agreement executed by Parent;
7.2.3 A certificate of good standing of the Parent as of the most recent date practicable, but in no event as of a date more than fifteen (15) days prior to the Closing Date, from the Secretary of State of Delaware;
7.2.4 A certificate of Parent executed by the Secretary of Parent certifying that attached thereto are (i) a true and complete copy of Parent’s Organizational Documents (which, where applicable, shall be certified by the appropriate Governmental Authority of the Parent’s state of formation), (ii) a true and complete copy of resolutions of Parent’s governing body and equityholders (if applicable) authorizing the execution, delivery and performance of this Agreement, the Related Agreements to which Parent is a party and the transactions contemplated thereby and the consummation of the Transaction and (iii) specimen signatures of Parent’s officers authorized to sign this Agreement and the Related Agreements to which Parent is a party; and
7.2.5 Each other document required to be delivered to Stockholders’ Representative pursuant to this Agreement and the Related Agreements or that Stockholders’ Representative shall have reasonably requested in order to give effect to the Transaction. Any document to be delivered to Stockholders pursuant to this Section, the form of which is not attached to this Agreement as an exhibit, shall be in a form reasonably satisfactory to Stockholders’ Representative.
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 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).
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.
