Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following:
(A) Such instruments of assignment, transfer and/or conveyance executed by the Company, and the Shareholder where applicable, as Buyer may reasonably request in order to assign, convey and transfer to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens, claims, encumbrances and other charges, including, without limitation, a Bill xx Sale.
(B) Physical delivery of all Tangible Assets by making them available at the Sites listed on Exhibit A, together with any and all warranties, manuals, instructions, and other literature in the possession of the Company or the Shareholders relating to the ownership or operation of the Tangible Assets. In addition, such notices to telephone companies and others required to transfer the Company's telephone and facsimile numbers, e-mail addresses and domain addresses, used in the Business to Buyer and physical delivery of all books, files and records concerning the Purchased Assets.
(C) Physical delivery of all original or certified copies of documentation concerning the Intellectual Property, including, without limitation, registrations and applications of any patents, trademarks or service marks, original artwork, data bases, computer programs and software.
(D) The following corporate documentation:
(i) The Company's Articles or Certificate of Incorporation certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the state of the Company's organization;
(ii) Good Standing Certificates as of date within thirty (30) days prior to the Closing Date from the Secretary of State of the state of the Company's organization and each other state in which the Company is qualified to do business;
(iii) The Company's By-Laws certified as of the Closing Date by the President or Secretary of the Company as being in full force and effect and unmodified; and
(iv) Corporate Resolutions of the Company's Board of Directors and the Shareholders (if required by the Company's By-Law's or applicable law), approving this Agreement and all the transactions contemplated hereby, certified by the President or Secretary of the Company as being in full force and effect and unmodified.
(E) The legal opinions of counsel to the Company and the Shareholders, in a form acceptable to Buyer and its counsel.
(F) Evidence in form satisfactory to Buyer and its c...
Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Principal Shareholders shall deliver to ShopNow and the Purchaser:
(a) the opinion letter of Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company and the Shareholders, dated the Closing Date in substantially the form attached hereto as EXHIBIT 4.1(a);
(b) a certificate of the California Secretary to the effect that the Company is a corporation in good standing under the laws of the state of California;
(c) a certificate of the President and the Chief Financial Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to ShopNow, (i) certifying that the conditions to the obligations of ShopNow and the Purchaser in Sections 4A.1 and 4A.2 have been fulfilled and (ii) verifying the accuracy of the information contained in the Merger Consideration Spreadsheet (as defined below) and the Option Consideration Spreadsheet (as defined below);
(d) a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to ShopNow, as to the authenticity and effectiveness of the actions of the Board of Director of the Company and the Shareholders authorizing the Merger and the transactions contemplated by this Agreement and the Operative Documents (copies of (i) the Company's Articles of Incorporation, certified by the California Secretary, (ii) the Company's Bylaws, certified by the Secretary of the Company, and (iii) the resolutions of the Board of Directors of the Company relating to the transactions contemplated by this Agreement and the Operative Documents shall be attached to such certificate);
(e) a Foreign Investment in Real Property Tax Act Affidavit in the form attached hereto as EXHIBIT 4.(1)(e).
(f) an executed ShopNow standard California Form of Intellectual Property Agreement (Confidentiality, Invention Assignment, Nonraiding and Noncompetition) from each of the employees of the Company who have been offered and have accepted employment with ShopNow (which form is attached as EXHIBIT 4.1(f) to this Agreement);
(g) stock powers endorsed in blank from each Principal Shareholder and other such documentation as ShopNow may reasonably prescribe to carry out the purposes of Article V;
(h) the Investor Questionnaire in the form attached hereto as EXHIBIT 4.1(h) fully completed and duly executed by each of the Shareholders;
(i) written consents to the Merger or waivers, as applicable, from each of the parties (other than the Company) to those agreements, leases, notes or...
Deliveries by the Company and the Shareholders. Unless otherwise stated below, at or prior to the Closing, the Company and the Shareholders shall deliver, or cause to be delivered, to the Acquirors each of the following:
(a) the stock certificate(s) evidencing the Purchased Equity Interests, endorsed in blank by each Shareholder or accompanied by a stock power or other instrument of transfer executed in blank by each Shareholder;
(b) each Related Agreement to which each Shareholder or the Company, as applicable, is a party to, executed by such applicable Party;
(c) an invoice from each Person (other than any current or former employee or director) to whom any amount of the unpaid Transaction Expenses is owed, indicating the aggregate amount of Transaction Expenses owed to such Person;
(d) a certificate of active status 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 Florida;
(e) a properly completed and executed IRS Form W-9 from each Shareholder dated as of the Closing Date;
(f) letters of resignation from each individual requested by the Acquirors pursuant to Section 6.11;
(g) the written Consents set forth on Schedule 1.7(g), in each case in form and substance reasonably satisfactory to the Acquirors;
(h) a completed Distribution Schedule as set forth on Schedule 1.4(b);
(i) documentation, in form and substance reasonably satisfactory to the Acquirors, evidencing the termination, in accordance with Section 6.10, of all intercompany Contracts and relationships and the release of the Company from all Liability thereunder;
(j) documentation, in form and substance reasonably satisfactory to the Acquirors, evidencing the Company’s ownership of the Internet domain names and social media accounts and handles set forth on Schedule 3.9(a)(i);
(k) documentation, in form and substance reasonably satisfactory to the Acquirors, evidencing the termination of and release and waiver of claims with respect to the Phantom Stock Agreement and the bonus arrangement for the Persons set forth on Schedule 1.7(k);
(l) 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 8.2(a), Section 8.2(b), and Section 8.2(c);
(m) a certificate, dated as of the Closing Date and executed by the secretary or an assistant secretary (or similar officer) of the Company, certifying as to (i) no amendments to the articles of incorporation of the Co...
Deliveries by the Company and the Shareholders. On the Closing Date, the Company and the Shareholders will deliver, or cause to be delivered, to the Buyer the following:
(a) Shareholders shall have delivered to Buyer certificates evidencing the Company Common Stock, free and clear of all liens and encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and with all requisite documentary or stock transfer tax stamps affixed.
(b) The following corporate documentation:
(i) The Company's Articles or Certificate of Incorporation certified as of a date within thirty (30) days prior to the Closing Date by the Secretary of State of the state of the Company's organization;
Deliveries by the Company and the Shareholders. The Company and the Shareholders, as applicable, shall have executed and delivered to Purchaser at Closing the documents identified in Section 2.2(a) hereof.
Deliveries by the Company and the Shareholders. At the Closing, the Company and the Shareholders shall deliver or cause to be delivered to TMP:
(a) STOCK CERTIFICATES AND INSTRUMENTS OF CONVEYANCE. Certificate(s) for all of the Company's outstanding Equity Interests, accompanied by stock power(s) duly executed in blank, with all necessary stock transfer and other documentary stamps attached, and all Transfer Documents, including evidence that any capital stock which was converted for a share of Equity Interests, has terminated and is of no force or effect;
Deliveries by the Company and the Shareholders. At the Closing, the Company and the Shareholders shall deliver to Parent and Acquisition Subsidiary:
(a) The Articles of Merger duly executed by the Company;
(b) The Employment Agreement, duly executed by Key Shareholders;
(c) A release, substantially in the form and substance of Schedule 7.02(c), duly executed by each of the Key Shareholders (collectively, the "Shareholders' Releases"); and
(d) All other documents required pursuant to this Agreement, all in form and substance satisfactory to counsel for Parent and Acquisition Subsidiary, as well as any further documentation or instruments as Parent, Acquisition Subsidiary or their counsel may reasonably require to effectuate the terms of this Agreement.
Deliveries by the Company and the Shareholders. At or prior to the Closing, the Company and the Shareholders shall deliver to Buyer:
(i) the Articles of Merger, duly executed by the Company; and
(ii) all of the documents required to be delivered to Buyer pursuant to Section 6.2 hereof; and
(iii) a certificate executed by (X) an authorized officer of the Company and (Y) each of the Shareholders to the effect that the conditions set forth in Sections 6.2(a) and 6.2(c) have been satisfied.
Deliveries by the Company and the Shareholders. (a) At the Closing, the Company and the Shareholders shall deliver the following to the Purchaser:
(i) A certificate of status as of ten (10) days prior to the Closing Date from the California Secretary of State stating that the Company is a domestic corporation organized under the laws of the State of California and has not filed articles of dissolution.
(ii) The Agreement, duly executed;
(iii) The duly executed Shareholders Agreement, Xxxxx Employment Agreement and Xxxxxx Employment Agreement;
(iv) The certificates described in Sections 6.2(k);
(v) The Working Capital Statement;
(vi) A true and complete copy of the Articles of Incorporation, as in effect on the Closing Date, of the Company, certified by the Secretary of State of the State of California and a true and complete copy of the By-laws, as in effect on the Closing Date, of the Company, certified by the Secretary of the Company; and
(vii) A certificate from each Shareholder representing eighty (80) shares of the Company's common stock (collectively, one hundred sixty (160) shares of the Stock), together with a duly executed Assignment Separate From Certificate transferring the certificates to the Purchaser.
(b) At the Closing, each of the Shareholders shall deliver to the Escrow Holder a certificate representing two hundred forty (240) shares of the Company's common stock (collectively, four hundred eighty (480) shares of the Stock), together with a duly executed Assignment Separate From Certificate transferring the certificates to the Purchaser, a certificate representing eighty (80) shares of the Company's common stock (collectively one hundred sixty (160) shares of the Stock), together with a duly executed Assignment Separate From Certificate transferring the certificates to the Purchaser, and a duly executed copy of the Escrow Agreement.
Deliveries by the Company and the Shareholders. At the Closing, the Company and the Shareholders shall deliver or cause to be delivered to the Purchaser the following:
(a) Duly executed bills of sale, trademark, copyright and domain name assignments, assignments of leases, assignments of contracts or other instruments of transfer as shall be appropriate to transfer ownership of the Purchased Assets to the Purchaser all in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) Certificate of Good Standing, certified as of the most recent practicable date by the Secretary of State of the State of Rhode Island.
(c) (INTENTIONALLY OMITTED)
(d) A certificate of the Secretary of the Company stating that (i) the resolutions referred to in Section 4.1(b) were duly and validly adopted, have not been modified, revoked or rescinded in any respect and are in full force and effect at the Closing and (ii) the Certificate of Incorporation and by-laws of the Company previously delivered to the Purchaser have not been amended or modified since the date of such delivery.
(e) The officer's and Shareholders' certificates referred to in Section 9.1(b).
(f) The opinions of Company's and the Shareholders' counsel referred to in Section 9.1(d).
(g) Any consents from third parties required in connection with the execution, delivery and performance of this Agreement (including, without limitation, required consents to the assignment to Purchaser of each of the Assumed Contracts), the Proprietary Rights Assignments, the Employment Agreement, the Lease Agreement and the consummation of the transactions contemplated hereby and thereby.
(h) The Employment Agreement shall be duly executed and delivered by Pxxxxx X.
