Common use of Deliveries by Shareholders Clause in Contracts

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 shares of the Material JVCo Subsidiaries and the Shares have been deposited in escrow or blocked in the case of joint stock companies, pursuant to the relevant escrow agreement, in each case free and clear of any Encumbrances other than the Escrow Agreement or the Material Subsidiary Escrow Agreements, as relevant; (m) the Tax Covenant, duly executed and delivered by each Shareholder; (n) a copy of the Disclosure Schedule duly signed by each Shareholder; (o) each of the Primary Separation Agreements, duly signed by each party thereto, other than Purchaser or any Affiliate of Purchaser; (p) the Preferred Equity Certificate to be issued and allotted by that Shareholder in accordance with the terms of Section 1.6(a) hereof, duly registered; and (q) the JVCo Security Agreement, duly signed by each of the Shareholders.

Deliveries by Shareholders. At Spray Ventures shall execute and deliver (or cause to be executed and delivered) to the ClosingPurchaser all of the following; and, each Shareholder shallCommunicade shall execute and deliver (or cause to be executed and delivered) to the Purchaser the deliveries specified in clause (a) below, simultaneously with Purchaser but only in respect of its Company Shares, and the Guarantors taking the actions listed deliveries specified in Sections 2.4 and 2.5 hereof clauses (respectivelye), deliver(f), or procure the delivery, to Purchaser of(g) and (i) below: (a) share a certificate representing the Warrants and certificates representing the number of Sale Shares set opposite such Shareholder’s name on Schedule Ball outstanding Company Shares, duly endorsed in blank or with duly executed stock powers attached, each together with such certificate documents and instruments, if any, as may be necessary to permit the Purchaser to acquire the Warrants and the Company Shares, free and clear of all Encumbrances, except for Spray Ventures' Company Shares which are held by Omnicom Finance Inc. ("OFI") pursuant to the Pledge Agreement, which shares shall be duly delivered by OFI to the Purchaser free and validly endorsed clear of all Encumbrances, in blankexchange for and upon receipt of Purchaser Shares delivered to OFI, to permit Spray Ventures to satisfy its delivery requirement hereunder; (b) a certified copy written statement from OFI confirming the release as of the resolutions Closing of its Encumbrance solely with respect to the Company Shares in exchange for and upon receipt of the JVCo Board of Directors approving (i) Purchaser Shares in accordance with the transfers replacement procedures set forth in Section 2.7.2 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 DatePledge Agreement; (c) a certified copy employment agreements in the form of the share register of JVCo in which the Purchaser is registered as holder of the Sale Shares on the Closing DateExhibit B executed by Per --------- Xxxxxxx, Xxxxx Svensson, and Johan Ihrfelt; (d) a certified copy of the resolutions of the board of directors of such Shareholder authorizing: (i) execution of this Agreement Company's and each Company Subsidiary's memorandum of the other Transaction Documents to which it is association, articles of association or will be a party; and (ii) the issue articles of incorporation and allotment of the Preferred Equity Certificate to be issued and allotted by that Shareholder effective as of the Effective Closing Datebylaws, or similar organizational documents; (e) notarised certified copies of the resolutions of the competent corporate bodies Company's board of each directors and stockholders, and of JVCo the Shareholders' boards of directors, authorizing the execution, delivery and RusCo in performance of this Agreement and any Transaction Documents to which the Agreed Form in order to adopt Company or the articles of incorporation or charter in respect of each of JVCo and RusCo with effect from the Closingapplicable Shareholder is a Party; (f) incumbency certificates with respect to the RusCo CEO Service Contract duly signed officers of the Company and the Shareholders executing this Agreement, and any other Transaction Document delivered by RusCothe Company or the Shareholders; (g) a certificate of the Deed Chief Executive Officer of Indemnity, the Guarantee and the Undertaking, duly executed by the Shareholders and the Guarantors (as relevant) each Shareholder or in the forms attached hereto as Exhibit Ecase of Communicade its Chief Financial Officer, Exhibit B confirming that the representations and Exhibit G (respectively)warranties given herein by such Shareholder are true and correct in all material respects at Closing; (h) an opinion of Xxxxxxxxxx Swartling substantially in the Shareholders Agreement, duly executed by each Shareholder, each Guarantor and JVCo;form of Exhibit C; --------- (i) certified copies a certificate of duly executed letters of release the Chief Executive Officer or in the Agreed Form in respect case of Communicade its Chief Financial Officer, of each person resigning Shareholder confirming that the covenants set forth herein to be performed or being removed from the board of directors of each of JVCo, RusCo and each Material JVCo Subsidiary complied with effect from the Closing;by such Shareholder prior to Closing have been performed or complied with in all material respects; and (j) duly executed copies the stock records 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 Company 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 shares of the Material JVCo Subsidiaries and the Shares have been deposited in escrow or blocked in the case of joint stock companies, pursuant to the relevant escrow agreement, in each case free and clear of any Encumbrances other than the Escrow Agreement or the Material Subsidiary Escrow Agreements, as relevant; (m) the Tax Covenant, duly executed and delivered by each Shareholder; (n) a copy of the Disclosure Schedule duly signed by each Shareholder; (o) each of the Primary Separation Agreements, duly signed by each party thereto, other than Purchaser or any Affiliate of Purchaser; (p) the Preferred Equity Certificate to be issued and allotted by that Shareholder in accordance with the terms of Section 1.6(a) hereof, duly registered; and (q) the JVCo Security Agreement, duly signed by each of the ShareholdersCompany Subsidiaries.

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, Shareholders shall deliver to Purchaser ofJAKKS Pacific: (a) share certificates representing transfers in common form relating to all the number Ordinary Shares duly executed in favor of Sale Shares set opposite such Shareholder’s name on Schedule B, each such certificate to be duly and validly endorsed in blankJAKKS Pacific (or as it may direct); (b) a certified copy instruments of transfer and bought and sold notes relating to all the resolutions Far East Shares duly executed by the Shareholders in favor 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 JAKKS Pacific and (ii) the registration of Purchaser as holder of the Sale Shares with voting rights or in the share register name(s) of JVCo on the Closing Dateany other person(s) or nominee(s) that JAKKS Pacific may direct; (c) a certified copy of share certificates relating to the Ordinary Shares or lost share register of JVCo certificate indemnities therefor in which the Purchaser is registered as holder of the Sale Shares on the Closing Dateagreed terms; (d) a certified copy share certificates relating to the Far East Shares or lost share certificate indemnities therefor in the agreed terms; (e) the resignations, effective at the Closing, of all of Kidz Biz Companies' directors immediately prior to the Closing; and (f) Evidence satisfactory to JAKKS Pacific and its counsel that at or prior to the Closing (and prior to the taking effect of the resignations of the directors referred to in clause 6.2(d) above) the Shareholders of Kidz Biz UK shall have procured the passing of board resolutions of the board of directors of such Shareholder authorizingKidz Biz UK: (i) execution of this Agreement and each sanctioning for registration (subject to due stamping which shall be paid by JAKKS Pacific) the transfers in respect of the other Transaction Documents to which it is or will be a party; andOrdinary Shares; (ii) the issue and allotment of the Preferred Equity Certificate appointing such persons as JAKKS Pacific may specify to be issued the directors and allotted by that Shareholder effective as secretary of the Effective Closing DateKidz Biz UK; (eiii) notarised copies revoking all mandates to bankers and giving authority in favor of such persons as JAKKS Pacific may nominate to operate 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 Closingbank accounts thereof; (fiv) resolving that Kidz Biz UK enters into the RusCo CEO Service Contract duly signed by RusCoEmployment Agreement with David S. Lipman; (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, Evidence satisfactory to the extent obtained JAKKS Pacifxx xxx xxx xxxxsel that at or prior to the ClosingClosing (and prior to the taking effect of the resignations of the directors referred to in clause 6.2(e) above) the Shareholders of Far East shall have procured the passing of board resolutions of Kidz Biz HK: (i) sanctioning for registration (subject where necessary to due stamping) the transfers in respect of the Far East Shares; (kii) appointing such persons as JAKKS Pacific may specify to be the officer’s certificates on the terms directors and secretary of Section 8.2(a)(i) hereof or on such other terms as may be mutually agreed by Purchaser and the ShareholdersFar East; (liii) revoking all mandates to bankers and giving authority in favor of such persons as JAKKS Pacific may nominate to operate 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 shares of the Material JVCo Subsidiaries and the Shares have been deposited in escrow or blocked in the case of joint stock companies, pursuant to the relevant escrow agreement, in each case free and clear of any Encumbrances other than the Escrow Agreement or the Material Subsidiary Escrow Agreements, as relevant; (m) the Tax Covenant, duly executed and delivered by each Shareholder; (n) a copy of the Disclosure Schedule duly signed by each Shareholder; (o) each of the Primary Separation Agreements, duly signed by each party thereto, other than Purchaser or any Affiliate of Purchaser; (p) the Preferred Equity Certificate to be issued and allotted by that Shareholder in accordance with the terms of Section 1.6(a) hereof, duly registered; and (q) the JVCo Security Agreement, duly signed by each of the Shareholdersbank accounts thereof.