Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver or cause to be delivered to the Buyer:
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver, or cause to be delivered, the following to Purchaser:
(a) Unit certificates duly endorsed for transfer to Purchaser or accompanied by executed Unit transfer powers or, to the extent such Units are not certificated, other evidence of transfer of the Purchased Units from the Seller Subsidiaries to Purchaser reasonably satisfactory to Purchaser;
(b) A certificate, dated as of the Closing Date, signed by an authorized officer of (i) the Company and (ii) each Seller, with respect to itself only, to the effect set forth in clauses (a) and (b) of Section 7.2;
(c) Counterparts to the Escrow Agreement duly executed by the Sellers and Escrow Agent;
(d) Counterparts to each of the Sellers’ New Affiliation Agreements duly executed by the Company, the applicable Seller, and each of such Sellers’ Newspaper Affiliates; provided, that (i) with respect to Xxxxxx Holdings Company, the Company and WP LLC shall have executed and delivered the New Affiliation Agreement, and (ii) with respect to Tribune Media Company, the Company, Tribune Publishing Company and its Newspaper Affiliates shall have executed and delivered the New Affiliation Agreements;
(e) Resignations of each member of the Board of Directors listed on Schedule 8.1(e), in form and substance reasonably acceptable to Purchaser, in writing to the Board of Directors, effective as of the Closing; and
(f) Certificates duly completed and executed by each Seller (or, if such Seller or such is a disregarded entity for U.S. federal income tax purposes as of the Closing, the person treated as the owner of such Seller’s assets for U.S. federal income tax purposes) in accordance with Treasury Regulation Section 1.1445-2(b)(2)(vi), dated as of the Closing Date, certifying that such Seller (or such owner) is not a “foreign person” within the meaning of Section 1445 of the Code.
Deliveries by the Company and the Sellers. Prior to or on the Closing Date, the Company and the Sellers shall deliver or cause to be delivered to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by the Company and the Sellers. Upon the terms and subject to the conditions of this Agreement, in reliance upon the representations, warranties, and agreements of Parent and the Purchaser contained in this Agreement and in consideration of the consideration to be paid to the Company Securityholders, the Company will deliver (or cause to be delivered) to Parent and the Purchaser, at the Closing on the Closing Date, the following (reasonably satisfactory in form and substance to Parent and the Purchaser):
(i) a certificate executed by the Chief Executive Officer of the Company (in his capacity as such) certifying as of the Closing Date (A) a true and complete copy of the articles of association of the Company, as amended through the Closing Date, (B) a true and complete copy of the resolutions of the board of directors and the shareholders of the Company authorizing the execution, delivery, and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions, and (C) a copy of the share register of the Company evidencing the transfer and ownership of all of the Company Share Capital by the Purchaser as of the Closing Date;
(ii) a certificate of good standing (or equivalent thereof) of the US Subsidiary, dated as of a recent date before the Closing, issued by the State of Delaware;
(iii) a certificate executed by an authorized officer of the Company (in his capacity as such) certifying as to the matters set forth in Section 7.2(a) as of the Closing Date;
(iv) evidence of receipt of all consents and delivery of all notices set forth on Section 6.4 of the Disclosure Schedule;
(v) resignations from the Persons holding the position of a director of the Company or any Subsidiary in office immediately before the Closing, resigning from such positions effective immediately upon and subject to the consummation of the Closing (such resignation, to include a release of claims);
(vi) the Payoff Letters satisfying the requirements of Section 6.11;
(vii) the Parachute Payment Waivers required to be obtained under Section 6.9(d) and evidence reasonably satisfactory to Parent that a Shareholder Vote was solicited in accordance with Section 6.9(d)
(viii) duly completed Warrant Treatment Agreements in accordance with Section 1.2(d) of this Agreement delivered to the Company by Company Securityholders representing all Company Warrants outstanding as of immediately before the Closing Date;
(ix) the Retention Agreement duly executed by the Significant Key Employee;
(x)...
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers will deliver to the Purchasers as follows:
2.3.1. The Sellers shall deliver the certificates representing the Seller Shares, duly endorsed or delivered with blank stock powers appropriately executed, in the name of Unicus, against payment of the Seller Purchase Price delivery to the Seller by Unicus as set forth in paragraph 2.2.1 above.
2.3.2. The Company shall deliver the certificates representing the Company Shares purchased by the Purchasers against payment of the Company Purchase Price. Each such Company Share shall be in definitive form and registered in the name of the respective Purchasers as set forth on Exhibit A.
2.3.3. The Company shall deliver the complete original articles of incorporation, bylaws, minutes, and other corporate books and records, all as amended to date, of the Company.
2.3.4. The Company shall deliver a certified list of stockholders dated as of the date of Closing.
2.3.5. The Company shall deliver all accounting books and records for the Company for the period commencing January 1, 2001 through the present.
2.3.6. The Company shall deliver a list of all Securities and Exchange Commission ("SEC") and EDGAR codes for the Company.
2.3.7. The Sellers and the Company shall deliver resolutions of the board of directors appointing Abdul A. Mitha to the office of Xxxxxxxx Xxxxxtor and Secretary of the Company, appointing Diane Glatfelter as President of xxx Xxxxxxx, xppointing Imran Firoz as the Chief Complixxxx Xxxxxer of the Company, and appointing Diane Glatfelter, Roger S. Renxxx xxx Xxxxx X. Cejx, X.X.X. xx xirectxxx (xx xxxxme effective 10 days following the filing of an information statement with the SEC pursuant to Rule 14f-1 promulgated under the Securities Exchange Act of 1934 (the "Information Statement")) of the Company.
2.3.9. Quinn shall deliver the resignatxxx xf Michael R. Quinn from his positxxxx xx x xxxxxtor and the President of the Company, to become effective 10 days following the filing of the Information Statement with the SEC.
2.3.10. The Company shall deliver a letter to the Company's current certifying accountants signed by Michael R. Quinn on behalf of xxx Xxxxxxx xxxxxing the certifying accountants of the change of officers and directors contemplated by this Agreement.
2.3.11. Quinn and the Company shall xxxiver evidence satisfactory to the Purchaser or his counsel that all liabilities of the Company have been satisfied, compromised, or otherwise extinguished.
Deliveries by the Company and the Sellers. The Sellers covenant and where applicable, shall cause the Company to deliver (duly executed where appropriate) to Buyer at the Closing:
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers shall deliver or cause to be delivered to the Buyer (and, in the case of Section 9.2(k)(i), to the Title Company):
Deliveries by the Company and the Sellers. At the Closing, the Company and the Sellers, as applicable, shall deliver the following items to Purchaser, each in form and substance satisfactory to Purchaser, in its sole discretion:
Deliveries by the Company and the Sellers. The Company and the Sellers hereby agree to deliver to Purchaser the following items on or before the Closing:
Deliveries by the Company and the Sellers. On or prior to the Closing Date, the Sellers’ Representative, the Sellers or the Company, as applicable, shall have delivered or caused to be delivered to the Purchaser the following items: (a) the certificates or other evidence of ownership representing the Company Shares; (b) a transfer of the Company Shares, duly executed by each Seller; (c) the Note Purchase Agreement, duly executed by each Seller or an Affiliate thereof;
