Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub shall deliver the following in accordance with the applicable provisions of this Agreement:
(i) the cash deliverable (A) as Net Merger Consideration pursuant to Section 1.6(b), to the Exchange Agent for distribution to the Effective Time Holders in accordance with their Ownership Interest Share, and (B) as the Unaccredited Investor Amount, if required under Section 4.4(c), to the Exchange Agent for distribution to those Effective Time Holders who are Unaccredited Investors, in accordance with the ratios that the Ownership Interest Share of each such Unaccredited Investor bears to the Ownership Interest Share of all such Unaccredited Investors;
(ii) a counterpart of the Escrow Agreement, executed by Parent, to the Representative and the Escrow Agent;
(iii) the Escrowed Shares and Escrowed Cash, to the Escrow Agent;
(iv) a counterpart of the Exchange Agent Agreement (including reservation of Shares of Parent Common Stock deliverable as Net Merger Consideration pursuant to Section 1.6(b) for book entry transfer by the Exchange Agent as provided in the Exchange Agent Agreement), executed by Parent and the Exchange Agent, to the Representative;
(v) a certificate of Parent and Merger Sub duly executed by an officer of each of Parent and Merger Sub certifying in his or her capacity as an officer and not in his or her capacity as an individual, the satisfaction of the conditions set forth in Sections 5.3(a), (b) and (d), to the Representative;
(vi) resolutions authorizing the appointment of the Appointee Director to the Parent Board effective on the Closing Date; and
(vii) a counterpart of the Consulting Agreement, executed by the Surviving Company.
Deliveries by Parent and Merger Sub. At or prior to the Closing, Parent and Merger Sub shall have delivered or caused to be delivered to the Company the following items:
(a) payment of the closing payments set forth in Section 2.5 (which amounts shall be deposited with the Paying Agent no later than one (1) Business Day prior to the Closing Date);
(b) the Paying Agent Agreement duly executed by Parent and the Paying Agent;
(c) the Escrow Agreement duly executed by Parent and the Escrow Agent; and
(d) a duly executed certificate from an authorized officer of each of Parent and Merger Sub, dated as of the Closing Date, given by him or her on behalf of Parent and Merger Sub, respectively, and not in his or her individual capacity, certifying to the effect that the conditions set forth in Sections 9.3(a) and (b) have been satisfied.
Deliveries by Parent and Merger Sub. Parent will deliver or cause to be delivered to the Representative:
(a) Merger Consideration. Payment of the Merger Consideration as provided in Section 3.1(c);
Deliveries by Parent and Merger Sub. At or prior to the Closing, Parent and Merger Sub shall deliver (or cause to be delivered) to Hesco and the Shareholder the following:
(i) the Per Share Merger Consideration;
(ii) the various certificates set forth in Article X hereof;
(iii) the Articles of Merger duly executed by an authorized officer of Merger Sub;
(iv) the Indemnification Agreement executed by an authorized officer of each of Parent and Merger Sub;
(v) the employment and other agreements set forth in Article X hereof executed by the appropriate parties thereto; and
(vi) all other documents, instruments, agreements and all certificates and other evidence as Hesco and the Shareholder or their counsel may reasonably request as to the satisfaction of the conditions precedent to the obligations of Hesco and the Shareholder set forth herein.
Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub shall deliver:
(a) The cash consideration to which each Stockholder and holder of Company Stock Options and Company Warrants is entitled pursuant to Article II hereof, payable to: (i) in the case of the cash consideration payable to the holders of Company Stock Options and Company Warrants, the Company, or (ii) in the case of the cash consideration payable to the Stockholders, the Paying Agent;
(b) The Working Capital Escrow Agreement and Indemnification Escrow Agreement, each duly executed by the Escrow Agent and Parent;
(c) The legal opinion required by Section 6.01(j);
(d) The certificates required by Sections 6.02(c) and (d); and
(e) All other documents required pursuant to this Agreement, all in form and substance satisfactory to counsel for the Company, as well as any further documentation or instruments as the Company or its counsel may reasonably request to effectuate the terms of this Agreement.
Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub will deliver, or cause to be delivered, to the Company the following items:
(a) a certificate, dated as of the Closing Date and duly executed by an officer of Parent and Merger Sub, respectively, certifying to the fulfillment of the conditions specified in Sections 7.3(a) and (b);
(b) the Paying Agent Agreement, duly executed by Parent; and
(c) the Escrow Agreement, duly executed by Parent.
Deliveries by Parent and Merger Sub. Parent will deliver or cause to be delivered to the Representatives:
(a) MERGER CONSIDERATION. Payment of the Merger Consideration as provided in SECTION 3.1(C);
Deliveries by Parent and Merger Sub. At or prior to the Closing, Parent will deliver or cause to be delivered to the Company, the Representative or the Paying Agent, as applicable:
Deliveries by Parent and Merger Sub. At the Closing, Parent and Merger Sub shall take the following actions and deliver or cause to be delivered to the Company each of the following items:
Deliveries by Parent and Merger Sub. Parent will deliver or cause to be delivered to the Representative or a paying agent designated by the Representative, as applicable:
(a) Closing Date Merger Consideration. Payment of the Closing Date Merger Consideration as provided in Section 3.1;
