Deliveries by the Company at Closing. On the Closing Date (or as reasonably as practicable after the Closing Date with respect to the deliverables in clause (e)), the Company shall deliver or cause to be delivered to Parent:
(i) A properly completed and duly executed IRS Form W-9 or W-8, as applicable, from each Stockholder, and (ii) an affidavit certifying that interests in the Group Companies are not “United States real property interests” (within the meaning of Section 897 of the Code), dated as of the Closing Date, signed under penalties of perjury, and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2).
(b) An officer’s certificate signed by the chief executive officer of the Company to the effect set forth in Section 6.2(a) (Representations and Warranties), Section 6.2(b) (Performance), Section 6.2(d) (No Material Adverse Effect), and Section 6.2(e) (Regulatory Approvals).
(c) A certificate, signed by the secretary of the Company and dated as of the Closing Date, certifying that (i) attached thereto is a true, correct and complete copy of the certificate of incorporation and bylaws of the Company as in effect on the date of such certification, (ii) attached thereto is a true, correct and complete copy of the resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect, and (iii) attached thereto is a true, correct and complete copy of resolutions of the Stockholders duly authorizing and adopting the execution, delivery and performance of this Agreement and the Ancillary Documents, and that such resolutions are in full force and effect.
(d) Certificates of the Secretary of State (or equivalent) of the applicable states of incorporation, which certificates shall be of a reasonably recent date, as to the due incorporation and good standing (or equivalent) of each Group Company.
(e) Certificates representing all of the Capital Stock, endorsed in blank or accompanied by duly executed stock powers, free and clear of all Liens.
(f) An escrow agreement (the “Escrow Agreement”), in form and substance satisfactory to Parent and the Company, duly executed by an escrow agent reasonably acceptable to Parent and the Company (the “Escrow Agent”).
(g) Evidence, in a form and substance satisfactory to Parent, t...
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 Stock 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 and, at the first Subsequent Closing, certificates evidencing 625,000 Warrants and up to 5,714,286 Supplemental Warrants, 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 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 Closing, the Company shall deliver or cause to be delivered to the Buyer the following:
(a) the Deed, bills of sale, the assignment of leases and any other appropriate instruments of sale and conveyance, in form and substance reasonably acceptable to the Buyer, transferring all real property or tangible personal property included in the Acquired Assets to the Buyer;
(b) the Company Certificate;
(c) the Company Third Party Consents set forth on Schedule 6.1(f)(i) to the Company Disclosure Letter, including the Heinz IP Consent;
(d) all other agreements, instruments and certificates the Company is required to deliver to the Buyer at Closing pursuant to this Agreement, including the Collateral Agreements described in Sections 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13,and 5.17(b) of this Agreement; and
(e) such other documents or instruments reasonably requested by the Buyer or its counsel to effectuate the transactions contemplated hereby.
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) the updated register of members of the Company, certified by the registered agent of the Company, reflecting the issuance to the Investor of the Subscribed Shares being purchased by such Investor at the Closing pursuant to Section 2.1; and (B) the updated register of directors of the Company, certified by the registered agent of the Company, reflecting the appointment of director by the Investor pursuant to the Shareholders Agreement. Within ten (10) Business Days after the Closing, the Company shall deliver to the Investor duly executed share certificate issued in the name of the Investor representing the Subscribed Shares being issued to such Investor at the Closing.
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 each Investor (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 representing the Shares being purchased by such Investor at the Closings. Within ten (10) Business Days after the Closing, the Company shall deliver to the Investors the original share certificates representing the Shares being purchased by such Investors.
