Deliveries by Sellers and the Company Sample Clauses

Deliveries by Sellers and the Company. At or prior to the Closing, the Company will deliver or cause to be delivered to Triller all of the following: (i) to the extent any Company Securities are evidenced by certificates, certificates evidencing the Purchased Shares, free and clear of all Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; (ii) the consents, waivers, authorizations and approvals set forth on Schedule 2.4; (iii) joinders to the LLC Agreement, in the form provided by Xxxxxxx, duly executed by each Seller; (iv) the Stockholders’ Agreement, duly executed by each of the Sellers; (v) resignations of the directors of the Company other than Xxxxx Xxxxxxx, Xx., effective as of immediately prior to the Closing; (vi) certificate of the Secretary (or equivalent officer) of the Company certifying that (A) attached thereto are true and complete copies of (1) all resolutions adopted by the board of managers (or equivalent governing body) of the Company authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby and (2) resolutions of the Sellers approving the Exchange and adopting this Agreement and the Related Agreements, and (B) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (vii) a certificate of good standing from the Secretary of State of the State of Delaware with respect to the Company; (viii) a certificate, dated the Closing Date and executed by the Chief Financial Officer of the Company certifying on behalf of the Company that, as of and after the Closing, the Company has and will have no outstanding Indebtedness other than the Indebtedness set forth on Schedule 1.6(a)(viii), if any; (ix) a certificate of non-foreign status, dated as of the Closing Date and duly executed by the Company, that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2) and Section 1446(f) of the Code; (x) the Key Employee Agreements, executed by the Company and the Key Employees; (xi) the Option Agreement, executed by the Company and each Seller; (xii) the Restated Certificate, executed by the Company’s Secretary; (xiii) payoff, termination, or similar letters and agreements from the holders of Company Indebtedness and payees of Company Liabili...
Sample 1
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Deliveries by Sellers and the Company. Unless otherwise stated below, at or prior to the Closing, Sellers and the Company shall deliver, or cause to be delivered, to Purchaser each of the following: (a) the stock certificate(s) evidencing the Shares, endorsed in blank by such Seller or accompanied by a stock power or other instrument of transfer executed in blank by such Seller; (b) each Related Agreement to which each Seller and/or the Company is a party, executed by each Seller and the Company, as applicable; (c) an invoice from each Person (other than any employee) to whom any amount of the Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person; (d) a certificate of good standing of the Company, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of California; (e) a properly completed and executed IRS Form W-9 from each Seller dated as of the Closing Date; (f) letters of resignation from each individual requested by Purchaser pursuant to Section 5.10; (g) executed pay-off letters and UCC-3 termination statements and other Lien terminations or releases (including Intellectual Property security interest releases in form and substance necessary for recordation in the United States Patent and Trademark Office, United States Copyright Office, or any other similar Governmental Authority), in each case in form and substance reasonably satisfactory to Purchaser, from each Person to whom any amount of the Closing Date Indebtedness (other than Equipment and Truck Indebtedness) is owed evidencing the satisfaction in full of all such Closing Date Indebtedness and the release or termination of all Liens relating to such Closing Date Indebtedness, excluding Equipment and Truck Indebtedness; (h) the written Consents set forth on Schedule 1.5(h), in each case in form and substance reasonably satisfactory to Purchaser; (i) documentation, in form and substance reasonably satisfactory to Purchaser, evidencing the termination, in accordance with Section 5.9, of all intercompany Contracts and relationships (excluding Contracts between the Company and Excel Leasing, Inc., a California corporation (“Excel Leasing”), if any) and the release of the Company from all Liability thereunder; (j) a certificate, dated as of the Closing Date and executed by an officer of the Company, certifying as to the satisfaction of the conditions set forth in Section 7.2(a), Section 7.2(b), and Section 7.2(c); (k) a...
Sample 1
Deliveries by Sellers and the Company. At the Closing, each of the Sellers and the Company shall deliver to Buyer: (1) the stock certificates representing the Shares signature medallion guaranteed and in proper form for transfer to Buyer; (2) the resignation of each of the Company’s officers and directors; (3) the stock ledger, minute book, corporate seal and books and records of the Company; (4) an executed copy of this Agreement; and (5) a certified copy of all necessary corporate action approving the Company’s and Sawgrass Resources, Inc.’s execution, delivery and performance of this Agreement.
Sample 1
Deliveries by Sellers and the Company. Upon the terms and subject to the conditions contained herein, at the Closing, Sellers and the Company shall deliver to Buyer the following:
Sample 1
Deliveries by Sellers and the Company. At the Closing, each Seller shall deliver, or cause to be delivered, share certificates representing the Shares owned by such Seller as indicated on Schedule A, duly endorsed for transfer to Buyer. With respect to the Company, Sellers shall deliver a properly executed FIRPTA exemption certificate which meets the requirements of Treasury Regulation Section 1.1445-2.
Sample 1
Deliveries by Sellers and the Company. At the Closing, Sellers shall deliver to Parent the following: (a) The certificate to be delivered pursuant to Section 6.2(c); (b) All minute books, stock record books (or similar registries) and corporate (or similar) records and seals of the Company and its Subsidiaries; (c) Stock certificates representing the Company Shares for surrender; (d) A receipt acknowledging payment of the Base Merger Consideration by Parent in full satisfaction of Parent’s obligations under Section 2.2 (but subject to any further obligations contained in this Agreement); (e) The general release and discharge in favor of the Company and its Subsidiaries referred to in Section 5.9; (f) An incumbency and authority certificate from the duly appointed secretary of the Company in such form as shall be reasonably satisfactory to Parent; and (g) Such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to Parent.
Sample 1
Deliveries by Sellers and the Company. At Closing, Sellers and the Company shall, as applicable, deliver to Buyer the following: 3.2.1 The certificates representing the Shares, duly endorsed in blank or with duly executed stock powers attached; 3.2.2 Each of Seller’s Bring-Down Certificate; 3.2.3 The Company’s Bring-Down Certificate; 3.2.4 An officer’s certificate certifying (i) the resolutions duly adopted by the Board of Directors of the Company authorizing the Transaction and (ii) that Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulations Section 1.897-2(h) so that Buyer is exempt from withholding any portion of the Purchase Price thereunder; 3.2.5 The written resignations of all of the current officers and members of the Board of Directors of the Company, in each instance effective as of the Effective Time; 3.2.6 Good standing certificates as of a date not more than three (3) business days prior to the Closing Date issued by the Secretary of State (or other appropriate Governmental Authority) of the state of incorporation of the Company, and of each state in which the Company is qualified to do business; 3.2.7 The original Corporate Records of the Company; and 3.2.8 Such other agreements and documents, the delivery of which is specified in Article 9 as a condition to Buyer’s closing obligations, and such other certificates and instruments as Buyer may reasonably request. 3.2.9 The Employment Agreement executed by Xxxxxx.
Sample 1
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Related to Deliveries by Sellers and the Company

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

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