Deliveries by the Buyers. (a) At the Closing, Parent shall deliver, or cause to be delivered, to the Shareholders' Representatives, on behalf of the Sellers and the Shareholders, the following: (i) duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) of Annex B thereto; (ii) [Intentionally Left Blank]; (iii) [Intentionally Left Blank]; (iv) the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date; (v) the executive officer certificate referred to in clause (ii) of Section 9.3 hereof; (vi) the opinions of counsel referred to in Section 9.4 hereof; (vii) executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section; (viii) a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex H, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and (ix) all other previously undelivered documents, instruments or writings required to be delivered by the Buyers to the Sellers, Shareholders or the Sellers' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement. (b) At the Closing, the Buyers shall (and Parent shall cause Buyers to) deliver, or cause to be delivered, to the Escrow Agent, the following: (i) a certificate issued in the name of the Escrow Agent or its nominee representing the Adjustment Shares; (ii) a certificate issued in the name of the Escrow Agent or its nominee representing the Escrow Shares; and (iii) a certificate issued in the name of the Escrow Agent or its nominee representing the Forfeiture Shares.
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Deliveries by the Buyers. (a) At or prior to the Closing, Parent the Buyers shall deliver, or cause to be delivered, to the Shareholders' Representatives, on behalf of the Sellers and the Shareholders, deliver the following:
(ia) duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in Sellers, an amount of cash equal to the denominations set forth in column 3(aCash Price less all amounts required by Section 2.4(b) plus all amounts required by Section 2.6(d), by wire transfer of Annex B theretoimmediately available U.S. funds to an account or accounts designated by Insilco;
(iib) [Intentionally Left Blank]to the Sellers, an amount of cash equal to the Cure Amount Payment, by wire transfer of immediately available U.S. funds to an account or accounts designated by Insilco;
(iiic) [Intentionally Left Blank]to the Sellers, an amount of cash equal to the Retained Employee Payment Amount, by wire transfer of immediately available U.S. funds to an account or accounts designated by Insilco;
(ivd) the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing DateEscrow Agent, an amount of cash equal to the Escrowed Amount;
(ve) to Insilco, certified copies of the executive officer certificate referred to in clause Certificate of Incorporation and the Bylaws (iior similar governing documents) of Section 9.3 hereofeach of the Buyers, each as in effect as of the Closing;
(vif) to Insilco, certified copies of the opinions resolutions duly adopted by the board of counsel referred to in Section 9.4 hereofdirectors of each of the Buyers authorizing the execution, delivery and performance of this Agreement and each of the other transactions contemplated hereby;
(viig) to Insilco, the Assumption Agreement, duly executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to by the Sellers' Representatives pursuant to such SectionBuyers;
(viiih) a copy to Insilco, the Escrow Agreement, duly executed by the Buyers;
(i) to Insilco, the Intellectual Property Assignment, duly executed by the Buyers;
(j) to Insilco, the Share Transfer and Assignment Agreement, duly executed on behalf of one of the Articles Buyers before a German or Swiss Notary Public;
(k) to Insilco, the certificate contemplated by Section 8.3(b);
(l) to Insilco, all such other instruments of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto assumption as Annex H, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be reasonably necessary for the Parent Directors), effective immediately following Buyers to assume the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the ClosingAssumed Liabilities in accordance with this Agreement; and
(ixm) all such other previously undelivered agreements, documents, instruments or and writings as are required to be delivered by the Buyers to the Sellers, Shareholders or the Sellers' Representatives at or prior to the Closing, Closing Date pursuant to this Agreement or any other Operative Agreement.
(b) At the Closing, the Buyers shall (and Parent shall cause Buyers to) deliver, or cause to be delivered, to the Escrow Agent, the following:
(i) a certificate issued in the name of the Escrow Agent or its nominee representing the Adjustment Shares;
(ii) a certificate issued in the name of the Escrow Agent or its nominee representing the Escrow Shares; and
(iii) a certificate issued in the name of the Escrow Agent or its nominee representing the Forfeiture Shares.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)
Deliveries by the Buyers. (a) At the Closing, the Buyers shall (and Parent shall cause Buyers to) deliver, or cause to be delivered (and Parent shall cause Buyers to cause to be delivered), to the Shareholders' Representatives, on behalf of the Sellers and the Shareholders, Shareholders the following:
(i) duly executed stock certificates representing the Initial Distribution Shares Convertible Notes issued by US Acquisition Sub or Australia Acquisition Sub, as applicable, in the names of each Shareholder as specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations respective principal amounts set forth in column 3(a) 3 of Annex B theretoto the Applicable Joinder Agreements;
(ii) [Intentionally Left Blank]a Convertible Note issued by Australia Acquisition Sub in the name of JLW Australia Parent as specified in Annex E;
(iii) [Intentionally Left Blank]the portion of the Cash Consideration payable to each Seller in the respective amount calculated in accordance with the formula set forth opposite each such Seller's name in column 4(a) of Annex E hereto, by wire transfer to the account designated by such Seller at least three Business Days prior to the Closing Date;
(iv) the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date;
(v) the executive officer certificate referred to in clause (ii) of Section 9.3 hereof;
(vi) the opinions of counsel referred to in Section 9.4 hereof;
(vii) executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section;
(viii) a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex HI, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and
(ix) all other previously undelivered documents, instruments or writings required to be delivered by the Buyers to the Sellers, Shareholders Sellers or the SellersShareholders' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement.
(b) At Upon the Closingconversion of the Convertible Notes, the appropriate Buyers shall deliver or cause to be delivered (and Parent shall cause such Buyers to) deliver, to deliver or cause to be delivered) to the Shareholders' Representatives, the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) of Annex B to the Applicable Joinder Agreements.
(c) Upon the conversion of the Convertible Notes, the appropriate Buyers shall deliver or cause to be delivered (and Parent shall cause such Buyers to deliver or cause to be delivered) to the Escrow Agent, the following:
(i) a certificate issued in the name of the Escrow Agent or its nominee representing the Adjustment Shares;; and
(ii) a certificate issued in the name of the Escrow Agent or its nominee representing the Escrow Shares; and.
(iiid) Upon the conversion of the Convertible Notes, the appropriate Buyers shall deliver or cause to be delivered (and Parent shall cause such Buyers to deliver or cause to be delivered) to the Forfeiture Shares Escrow Agent, a certificate issued in the name of the Forfeiture Shares Escrow Agent or its nominee representing the Forfeiture Shares.
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Deliveries by the Buyers. (a) At the Closing, Parent shall deliver, or cause to be delivered, to the Shareholders' Representatives, on behalf of the Sellers and the Shareholders, the following:
(i) duly executed stock certificates representing the Initial Distribution Shares in the names specified in column 1 of Annex B to the Applicable Joinder Agreements and in the denominations set forth in column 3(a) of Annex B thereto;
(ii) [Intentionally Left Blank];
(iii) [Intentionally Left Blank];
(iv) the SCCA Expenses Reserve in United States dollars by wire transfer to an account designated by the Shareholders' Representatives at least three Business Days prior to the Closing Date;
(v) the executive officer certificate referred to in clause (ii) of Section 9.3 hereof;
(vi) the opinions of counsel referred to in Section 9.4 hereof;
(vii) executed counterparts of any Consents obtained pursuant to Section 6.3 hereof and not previously delivered to the Sellers' Representatives pursuant to such Section;
(viii) a copy of the Articles of Amendment and Restatement of Parent adopted pursuant to Section 1.9(a)(i)(A), in the form attached hereto as Annex H, as certified by the Secretary of State of Maryland, and a copy of the Amended Parent By-laws adopted pursuant to Section 1.9(a)(ii), as certified by the Secretary of Parent together with evidence reasonably satisfactory to the Sellers' Representatives showing that the JLW Directors shall have been elected to the Board (and that the only other directors on the Board shall be the Parent Directors), effective immediately following the Closing, and that Cxxxx Xxxxxxx and Mxxx Xxxxx shall have been elected by the Board to the offices of President, Deputy Chief Executive Officer and Chief Operating Officer of Parent, and Deputy Chairman of the Board of Parent, respectively, effective immediately following the Closing; and
(ix) all other previously undelivered documents, instruments or writings required to be delivered by the Buyers to the Sellers, Shareholders or the Sellers' Representatives at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement.
(b) At the Closing, the Buyers shall will deliver (and Parent shall cause Buyers to) deliver, or cause to be delivered, ) to the Escrow Agent, EMO the following:
(ia) the Cash Purchase Price, as adjusted in accordance with Section 2.3(a), by wire transfer of immediately available funds to an account specified in advance by the Seller;
(b) a counterpart to the Assignment of Membership Interests, duly executed by the Equity Buyer;
(c) a counterpart to the Asset Assignment, duly executed by the Asset Buyer;
(d) a counterpart to the Transition Services Agreement, duly executed by VEX and Asset Buyer;
(e) a counterpart to the Lease Assignment, duly executed by the Asset Buyer;
(f) a certificate issued from each Buyer executed by an officer of such Buyer certifying that attached to such certificate are true and correct copies of (i) such Buyer’s Organizational Documents (as applicable) and (ii) the resolutions adopted by board of directors of Equity Buyer, authorizing the execution of this Agreement and/or each other Transaction Document to which each Buyer is a party and the taking of any and all actions deemed necessary or advisable to consummate and perform the Transactions, and that such resolutions are in the name full force and effect and have not been modified, amended or superseded as of the Escrow Agent or its nominee representing the Adjustment SharesClosing;
(iig) the Promissory Note, duly executed by the Equity Buyer;
(h) a certificate issued in the name counterpart to each Security Instrument, duly executed by each party thereto (other than EMO);
(i) each other Promissory Note Document, duly executed by each party thereto (other than EMO);
(j) a counterpart of the Escrow Agent or its nominee representing Easement Assignment, duly executed by Asset Buyer;
(k) a counterpart to the Escrow SharesConsent to Assignment, duly executed by Asset Buyer; and
(iiil) a certificate issued in such other documents, certificates and other instruments as may be reasonably requested by the name Seller prior to the Closing to carry out the intent and purposes of the Escrow Agent or its nominee representing the Forfeiture Sharesthis Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Adams Resources & Energy, Inc.)
