DELIVERIES BY THE COMPANY, THE SHAREHOLDERS AND OTHERS Sample Clauses

DELIVERIES BY THE COMPANY, THE SHAREHOLDERS AND OTHERS. Simultaneously with the execution hereof, (i) the Company has executed and delivered the Certificate of Merger attached hereto as EXHIBIT A; (ii) the Shareholders have executed and delivered to (y) the Escrow Agent, the Escrow Agreement attached hereto as EXHIBIT B and certificates representing the 160,000 IHI Shares subject to the Escrow Agreement (the "Escrowed Shares"); and (z) IHI, certificates representing the Company Common Stock; (iii) Guillory has delivered a check made payable to the Company for all amounxx xxxxx to the Company pursuant to the loans or advances made to him and described in Section 3.8 of the Company Disclosure Memorandum; (iv) Carlin has delivered to the Company a promissory note in the original prxxxxxxl amount of $156,591, representing all amounts owed by him to the Company; (v) the Company, as lessee, has executed and delivered a Lease Agreement to Crossroads Investments, LLC, as lessor; and (vi) Bernard has executed and delivered to the Company an Employment Agreemenx.
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DELIVERIES BY THE COMPANY, THE SHAREHOLDERS AND OTHERS. Simultaneously with the execution hereof, (a) the Company has executed and delivered the Certificate of Merger attached hereto as EXHIBIT A; (b) the Shareholders have executed and delivered to (i) the Escrow Agent, the Escrow Agreement attached hereto as EXHIBIT B and (ii) to IHI, certificates representing the Company Common Stock; (c) the Company has delivered to IHI an opinion of the Company's counsel in form and substance satisfactory to IHI's counsel; (d) the Company has delivered to IHI a copy of (i) resolutions or minutes of its Board of Directors in which the Company's Board authorized and approved the termination of its 401(k) plan (the "Plan"); and (ii) an agreement for amendment and termination of the Plan; and (e) each of Dueitt, Tomlin and Espinosa has executed and delivered to the Company an Employmxxx Xxreemexx.
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Related to DELIVERIES BY THE COMPANY, THE SHAREHOLDERS AND OTHERS

  • Restrictions on Sale by the Company and Others The Company ---------------------------------------------- covenants and agrees that (i) it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) during the 30-day period prior to, and during the 120-day period beginning on, the commencement of any underwritten offering of Registrable Securities pursuant to a Demand Registration which has been requested pursuant to this Agreement, or a Piggy- Back Registration which has been scheduled, prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) the Company will not, and the Company will not cause or permit any subsidiary of the Company to, after the date hereof, enter into any agreement or contract that conflicts with or limits or prohibits the full and timely exercise by the Holders of Registrable Securities of the rights herein to request a Demand Registration or to join in any Piggy-Back Registration subject to the other terms and provisions hereof; and (iii) that it shall use its reasonable best efforts to secure the written agreement of each of its officers and directors to not effect any public sale or distribution of any securities of the same class as the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or right for such securities during the period described in clause (i) of this Section 2.4.

  • Restrictions on Public Sale by the Company and Others The Company agrees (i) that during the seven days prior to, and during the 90-day period beginning on, the effective date of any registration statement filed at the request of a Xxxxx Family Party pursuant hereto, the Company will not offer publicly or effect any public sale or distribution of Common Equity Securities (other than any such sale or distribution of such securities in connection with any merger or consolidation of the Company or any subsidiary with, or the acquisition by the Company or a subsidiary of the capital stock or substantially all of the assets of, any other person or any offer or sale of such securities pursuant to a registration statement on Form S-8), and (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Equity Securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (or any successor rule or regulation) under the Securities Act (except as part of any such registration, if permitted).

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Deliveries by the Company At the Closing, the Company shall deliver to the Buyer the following:

  • Covenants and other Agreements of the Company and the Underwriters (a) The Company covenants and agrees as follows:

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

  • Closing Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:

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