Deliveries by Shareholders. The Shareholders shall, upon the Closing, -------------------------- deliver to FirstAmerica the following:
8.1. A stock certificate or certificates evidencing all of the outstanding capital stock of the Company in accordance with the provisions of Section 1.4 hereof;
8.2. The certificate of merger in the form attached hereto as Schedule 1.3, duly executed by the Company;
8.3. Copy of resolutions adopted by the Board of Directors of the Company and by the Shareholders authorizing the execution and delivery by the Company of this Agreement, the adoption of this Agreement as a plan of reorganization and the consummation by the Company of the transactions contemplated herein;
Deliveries by Shareholders. At the Closing, Shareholders shall deliver:
(a) STOCK CERTIFICATES. Certificates for 157,880 shares of Company's Common Stock endorsed in blank, or with stock powers executed in blank attached.
Deliveries by Shareholders. At the Closing, each Shareholder shall, simultaneously with Purchaser and the Guarantors taking the actions listed in Sections 2.4 and 2.5 hereof (respectively), deliver, or procure the delivery, to Purchaser of:
(a) share certificates representing the number of Sale Shares set opposite such Shareholder’s name on Schedule B, each such certificate to be duly and validly endorsed in blank;
(b) a certified copy of the resolutions of the JVCo Board of Directors approving (i) the transfers of the Sale Shares referred to in Section 1.1 of this Agreement to Purchaser and (ii) the registration of Purchaser as holder of the Sale Shares with voting rights in the share register of JVCo on the Closing Date;
(c) a certified copy of the share register of JVCo in which the Purchaser is registered as holder of the Sale Shares on the Closing Date;
(d) a certified copy of the resolutions of the board of directors of such Shareholder authorizing:
(i) execution of this Agreement and each of the other Transaction Documents to which it is or will be a party; and
(ii) the issue and allotment of the Preferred Equity Certificate to be issued and allotted by that Shareholder effective as of the Effective Closing Date;
(e) notarised copies of the resolutions of the competent corporate bodies of each of JVCo and RusCo in the Agreed Form in order to adopt the articles of incorporation or charter in respect of each of JVCo and RusCo with effect from the Closing;
(f) the RusCo CEO Service Contract duly signed by RusCo;
(g) the Deed of Indemnity, the Guarantee and the Undertaking, duly executed by the Shareholders and the Guarantors (as relevant) in the forms attached hereto as Exhibit E, Exhibit B and Exhibit G (respectively);
(h) the Shareholders Agreement, duly executed by each Shareholder, each Guarantor and JVCo;
(i) certified copies of duly executed letters of release in the Agreed Form in respect of each person resigning or being removed from the board of directors of each of JVCo, RusCo and each Material JVCo Subsidiary with effect from the Closing;
(j) duly executed copies of the Third Party Consents, to the extent obtained at or prior to the Closing;
(k) the officer’s certificates on the terms of Section 8.2(a)(i) hereof or on such other terms as may be mutually agreed by Purchaser and the Shareholders;
(l) the Escrow Agreement and the Material Subsidiary Escrow Agreements duly signed by each party thereto (other than, to the extent relevant, Purchaser) and evidence that the sh...
Deliveries by Shareholders. At the Actual Closing, the Shareholders shall deliver the following:
(a) Evidence satisfactory to IXC-LD that all of the shares of common stock, no par value of LD Services held by the Shareholders have been cancelled and that such is reflected in the stock records of LD Services;
(b) The certificates contemplated by Section 7.4, above;
(c) The legal opinion contemplated by Section 7.5, above;
(d) Evidence of having obtained consents required to be obtained by the Shareholders pursuant to Section 7.7, above;
(e) The Employment Agreements referred to in Section 7.8, above;
(f) The Registration Rights Agreement referred to in Section 7.12 above; and
(g) All other agreements, documents, instruments and writings required to be delivered by the Shareholders at the Actual Closing pursuant to this Agreement.
Deliveries by Shareholders. At the Closing, Share holders covenant and agree to deliver, or cause to be delivered, to NBC the following:
Deliveries by Shareholders. At the Closing, the Shareholders and the Acquired Company shall deliver, or cause to be delivered, to Xxxxxxx all of the following documents and instruments:
(a) Original Common Certificate(s) representing all the common stock of the Acquired Company.
(b) Original Preferred Certificate(s) representing all the Series A Preferred Stock of the Acquired Company.
(c) Original notarized Power of Attorney appointing Xxxxx X. Xxxxxxx as the attorney-in-fact of each Shareholder duly executed by each Shareholder, in the form attached hereto as Exhibit B, evidencing the irrevocable authority of Xxxxx X. Xxxxxxx to act for and on behalf of each Shareholder for all purposes of this Agreement and the Transactions.
Deliveries by Shareholders. On or before the Closing Date, Shareholders shall have executed and delivered to Buyer the following:
(a) Transition Services Agreements for each Shareholder in substantially the form attached hereto as Exhibit C; and
(b) Noncompetition Agreements for each Shareholder in substantially the form attached hereto as Exhibit D.
Deliveries by Shareholders. At the Closing, the Shareholders shall deliver or cause to be delivered to the Purchaser the following:
(a) Stock Certificate(s). A stock certificate or certificates representing the Shares, duly endorsed for transfer or with duly executed stock powers attached.
Deliveries by Shareholders. Shareholders of DSI ("Shareholders") shall deliver or cause to be delivered to ADLT at the Closing and shall cause DSI to deliver the documents required to be delivered pursuant to subsection 1.10(b) below:
i. Certificates representing the shares of DSI Common Stock owned by each Shareholder;
ii. A Shareholder Questionnaire containing the representations and warranties set forth in Article 3 hereof, executed by each Shareholder, and each Shareholder's spouse, if applicable;
iii. General releases, executed by each of the Principal Shareholders, in substantially the form set forth in Exhibit B;
iv. Individual Employment Agreements, in substantially the form set forth in Exhibit C, duly executed by Lee Xxxxxxxxxx, Xxhn Xxxxxxxx, Xxrmxx Xxxxxx, Xxmex Xxxxxxx, Xxik Xxxxx, Xxvix XxXxxxxx, xxd Michxxx Xxxxxxx;
v. Such other documents and agreements as ADLT may reasonably request; and
vi. Duly executed copies of such other documents and agreements provided for herein.
Deliveries by Shareholders. 17 (a) Stock Certificates..........................................17 (b) Resignation of Officers and Directors.......................17 (c) General Releases............................................17 (d) Consents....................................................17 (e) Opinion of Counsel for Company and Shareholders.............17 (f)
