Deliveries by the Company at Closing. At Closing, the Company and/or the Representative, as applicable, shall deliver, or cause to be delivered, to Purchaser the following:
(a) the certificates required by Sections 8.2(a), 8.2(b) and 8.2(e);
(b) the Certificate of Merger;
(c) a certificate of the Secretary of the Company certifying that (i) attached thereto are true and complete copies of (A) all resolutions adopted by the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Agreements to which the Company is a party and the consummation of the Transaction and (B) the Written Consent, duly executed by all the Stockholders, whether or not entitled to vote thereon, and (ii) all such resolutions are in full force and effect;
(d) a certificate that complies with Treasury Regulation Section 1.1445‑2(c)(3), certifying that (i) the Company Stock does not constitute a “U.S. real property interest” within the meaning of such Treasury Regulation and Treasury Regulation Section 1.897-2(h) and (ii) the Company has not as of the date of the certificate, and was not at any time during the five (5) year period ending on the date of the certificate, a “United States real property holding corporation” within the meaning of Section 897 of the Code, together with a copy of the Company’s notice to the United States Internal Revenue Service pursuant to Treasury Regulation Section 1.897-2(h)(2);
(e) a good standing certificate of the Company issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of the State of Delaware;
(f) an escrow agreement, by and among Purchaser, the Representative and Escrow Agent, in the form attached as Exhibit C (the “Escrow Agreement”), duly executed by the Representative; and
(g) written resignations, effective as of the Closing Date, of (A) all directors of the Company and its Subsidiaries, (B) all officers of the Company, and (C) all officers of the Company's Subsidiaries who are not employees thereof.
Deliveries by the Company at Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to Section 5, the Company shall deliver to the Investors, the updated register of members of the Company, certified by the registered agent of the Company, reflecting the issuance to each Investor of the Subscribed Shares being purchased by such Investor at the Closing pursuant to Section 2.1. Within ten (10) Business Days after the Closing, the Company shall deliver to the Investors duly executed share certificate or certificates issued in the name of such Investor representing the Subscribed Shares being issued to such Investor at the Closing.
Deliveries by the Company at Closing. At the Closing, the Company shall deliver or cause to be delivered to Buyer the following:
(a) the Escrow Agreement executed by the Company;
(b) a bill xx sale, executed by the Company, in substantially the form attached hereto as EXHIBIT C (the "Bill xx Sale");
(c) Non-Competition Agreements executed by each of the Company, Haroxx Xxxxxxxxx xxx Jeffxxx Xxxxxxxxx xx substantially the form attached hereto as EXHIBIT D (the "Non-Competition Agreements");
(d) a Co-Packing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT E (the "Co-Packing Agreement");
(e) a Real Estate Purchase Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT F (the "Real Estate Purchase Agreement") and all documentation required to be delivered by the Company pursuant to the Real Estate Purchase Agreement;
(f) a Security Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT G (the "Security Agreement");
(g) a Consulting Agreement, executed by Haroxx Xxxxxxxxx, xx substantially the form attached hereto as EXHIBIT H (the "Consulting Agreement");
(h) a Guarantee, executed by Haroxx Xxxxxxxxx, xxth respect to certain obligations of the Company, in substantially the form attached hereto as EXHIBIT I (the "Honickman Guaranty");
(i) a Trademark Assignment and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT J (the "Trademark Assignment");
(j) a Letter Agreement between Company and Buyer relating to the runoff of inventory and raw materials by Affiliates of the Company and certain other matters, executed by the Company, in substantially the form attached hereto as EXHIBIT K (the "Inventory Letter Agreement");
(k) a legal opinion of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, special counsel to the Company, in substantially the form attached hereto as EXHIBIT L;
(l) a Co-Purchasing Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT M;
(m) an Administrative Services Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT N;
(n) an Intercreditor Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT O;
(o) a Trust Transfer and Assumption Agreement, executed by the Company, in substantially the form attached hereto as EXHIBIT P;
(p) such other instruments or documents as Buyer reasonably determines are necessary to carry out the transaction...
Deliveries by the Company at Closing. At Closing, the Company shall issue and deliver to the Purchasers:
(a) certificates evidencing the Preferred Shares in the name of the Purchasers (or their permitted assignees) in the respective amounts set forth on Schedule 2 hereto; and
(b) all such other documents and instruments as the Purchasers or their counsel shall reasonably request to consummate or evidence the Transaction.
Deliveries by the Company at Closing. At each Closing, ------------------------------------ the Company shall issue and deliver to the Purchaser:
(a) certificates evidencing the Preferred Shares to be issued and delivered at such Closing in the name of the Purchaser (or its permitted assignee(s)) in the respective amounts as set forth in a written notice provided to the Company by the Purchaser, free and clear of all Encumbrances;
(b) at the First Closing, certificates evidencing 375,000 Warrants to be issued and delivered at the First Closing and at the Second Closing certificates evidencing 625,000 Warrants to be issue of and delivered at the Second Closing, in each case in the name of the Purchaser (or its permitted assignee(s)) in the respective amounts as set forth in a written notice provided to the Company by the Purchaser, free and clear of all Encumbrances; and
(c) all such other documents and instruments as the Purchaser or its counsel shall reasonably request to consummate or evidence the Transaction.
Deliveries by the Company at Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Investor’s obligations at the Closing pursuant to Section 5, the Company shall deliver to the Investor (a) a certified true copy of the updated register of members of the Company, reflecting the issuance of the Series C-3 Preferred Shares at the Closing, (b) a certified true copy of the updated register of directors of the Company, reflecting the appointment of the director at the Closing pursuant to Section 10.1(i)(g) of the Restated Shareholders Agreement, (c) a copy of the duly executed share certificates representing the Series C-3 Preferred Shares being purchased by the Investor at the Closing and (d) a copy of the Indemnification Agreement duly executed by the Company. Within five (5) Business Days after the Closing, the Company shall deliver to the Investor the original share certificates representing the Series C-3 Preferred Shares being purchased by the Investor at the Closing, and shall duly file the Restated Memorandum and Articles (as defined below) with the appropriate authority(ies) of the Cayman Islands.
Deliveries by the Company at Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Investors’ obligations at the Closing pursuant to Section 5, the Company shall deliver to the Investors (a) a certified true copy of the updated register of members of the Company, reflecting the issuance of the Series C-2 Preferred Shares at the Closing, and (b) a copy of the duly executed share certificates representing the Series C-2 Preferred Shares being purchased by the Investors at the Closing. Within five (5) Business Days after the Closing, the Company shall deliver to the Investors the original share certificates representing the Series C-2 Preferred Shares being purchased by such Investor at the Closing, and shall duly file the Restated Memorandum and Articles (as defined below) with the appropriate authority(ies) of the Cayman Islands.
Deliveries by the Company at Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Exchange Mrfresh Shareholders’ obligations at the Closing pursuant to Section 5, the Company shall deliver to each Exchange Mrfresh Shareholder the certified true copy of updated, electronically maintained register of members of the Company, duly certified by the registered agent of the Company, reflecting the issuance to each Exchange Mrfresh Shareholder of the Missfresh Exchange Shares at the Closing as set forth opposite such Exchange Mrfresh Shareholder’s name on the Column IV of Table A in the Schedule I. At the Closing, the Company shall deliver to each Exchange Mrfresh Shareholder a true copy of share certificate or certificates issued in the name of such Exchange Mrfresh Shareholder representing the Missfresh Exchange Shares being issued to such Exchange Mrfresh Shareholder at the Closing, duly executed by the Company, with the original to be delivered to such Exchange Mrfresh Shareholder within ten (10) Business Days after the Closing.
Deliveries by the Company at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to the Investor the following:
Deliveries by the Company at Closing. At the Closing, in addition to any items the delivery of which is made an express condition to the Investor’s and the Note Holders’ obligations at the Closing pursuant to Section 6, the Company shall deliver to each Investor and each Note Holder (a) a scanned copy of the updated register of members of the Company, reflecting the issuance of Shares, and (b) a copy of duly executed certificate or certificates issued in the name of such Investor and Note Holder representing the Shares being purchased by such Investor and Note Holder at the Closings. Within ten (10) Business Days after the Closing, the Company shall deliver to the Investors and the Note Holders the original share certificates representing the Shares being purchased by such Investors and the Note Holders.
