Common use of Deliveries by the Merger Sub Clause in Contracts

Deliveries by the Merger Sub. At the Closing, the Merger Sub will deliver to the Stockholder Representative the following: (a) a certificate of an officer or similar official of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (b) a certificate of an officer or similar official of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy of the resolutions or action by written consent of the board of directors and stockholders of the Merger Sub authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement; (f) a certified copy of the resolutions or action by written consent of the board of directors of Xxxxxxxx authorizing Xxxxxxxx'x execution, delivery and performance of this Agreement; (g) certificates as to the existence and/or good standing of Xxxxxxxx and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictions; (h) one or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated the Closing Date, as to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the Closing. Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.

Deliveries by the Merger Sub. At the Closing, the Merger Sub ---------- -- --- ------ --- will deliver or cause to be delivered to the Stockholder Representative stock certificates for Xxxxxxxx Common Stock (if shares of Xxxxxxxx Common Stock are to be part of the Merger Consideration) and cash as described in Section 3.A representing the aggregate Base Merger Consideration in respect of the Xxxxxxxx Share Equivalents, determined based upon the Estimated Annualized Trailing Cash Flow (or the Annualized Trailing Cash Flow, if it has been finally determined pursuant to Section 3.J), the Estimated KOKH Amount and the Estimated Adjustment Amount (subject to the provisions of Article II), together with the following: (a) a certificate of an officer or similar official of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections Section 9.A(1) and 9.A(2) have been fulfilled; (b) a certificate of an officer or similar official of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy of the resolutions or action by written consent of the board of directors and stockholders of the Merger Sub authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement; (f) a certified copy of the resolutions or action by written consent of the board of directors of Xxxxxxxx authorizing Xxxxxxxx'x execution, delivery and performance of this Agreement; (g) certificates as to the existence and/or good standing of Xxxxxxxx and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictions; (h) one or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated the Closing Date, as to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the ClosingClosing (including the registration and issuance of any Xxxxxxxx Common Stock which is part of the Merger Consideration). Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.

Deliveries by the Merger Sub. At the Closing, the Merger Sub will deliver or cause to be delivered to the Stockholder Representative stock certificates for Xxxxxxxx Common Stock (if shares of Xxxxxxxx Common Stock are to be part of the Merger Consideration) and cash as described in Section 3.A representing the aggregate Base Merger Consideration in respect of the Xxxxxxxx Share Equivalents, determined based upon the Estimated Annualized Trailing Cash Flow (or the Annualized Trailing Cash Flow, if it has been finally determined pursuant to Section 3.J), the Estimated KOKH Amount and the Estimated Adjustment Amount (subject to the provisions of Article II), together with the following: (a) a certificate of an officer or similar official of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections Section 9.A(1) and 9.A(2) have been fulfilled; (b) a certificate of an officer or similar official of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy of the resolutions or action by written consent of the board of directors and stockholders of the Merger Sub authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement; (f) a certified copy of the resolutions or action by written consent of the board of directors of Xxxxxxxx authorizing Xxxxxxxx'x execution, delivery and performance of this Agreement; (g) certificates as to the existence and/or good standing of Xxxxxxxx and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictions; (h) one or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated the Closing Date, as to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the Closing. Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.)

Deliveries by the Merger Sub. At the Closing, the Merger Sub ---------- -- --- ---------- will deliver to the Stockholder Representative the following: (a) a certificate of an officer or similar official of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (b) a certificate of an officer or similar official of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy of the resolutions or action by written consent of the board of directors and stockholders of the Merger Sub authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement; (f) a certified copy of the resolutions or action by written consent of the board of directors of Xxxxxxxx authorizing Xxxxxxxx'x execution, delivery and performance of this Agreement; (g) certificates as to the existence and/or good standing of Xxxxxxxx and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictions; (h) one or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated the Closing Date, as to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the Closing. Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.

Deliveries by the Merger Sub. At or by the Closing, the Merger Sub will deliver shall cause the following documents to be executed and delivered to the Stockholder Representative the followingCompany: (a) a certificate of an officer or similar official Copies of the articles of incorporation of TCC and the Merger Sub dated Sub, certified as of a recent date by the Closing Date to the effect thatSecretary of State of Colorado and Arizona Corporation Commission, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilledrespectively; (b) a certificate Copies of an officer or similar official the bylaws of Xxxxxxxx dated TCC and of the Closing Date to Merger Sub, each certified as true and complete by the effect that, except as specified in such certificate, to Secretary of the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilledrespective corporation; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy The text of the resolutions or action by written consent of the board of directors and stockholders the stockholder of the Merger Sub approving and authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement and all instruments and documents to be delivered in connection herewith, and the transactions contemplated hereby, certified as true and complete by the Secretary of the Merger Sub; (d) Certificates of the corporate and tax status of TCC and of the Merger Sub, issued by the appropriate state government agencies as of a recent date; (e) Certificates from the Secretaries of TCC and the Merger Sub certifying, each as to his respective corporation, (i) that the corporation's articles of incorporation have not been amended since the date of the respective certificate described in subparagraph (a) above; (ii) that nothing has occurred since the date of issuance of the respective certificates described in subparagraph (d) above that would affect the corporation's corporate or tax status; and (iii) the incumbency and genuine signatures of the officers of the corporation who will execute documents at the Closing or who have executed this Agreement; (f) a certified copy A certificate of the resolutions or action by written consent President of the board of directors of Xxxxxxxx authorizing Xxxxxxxx'x executionMerger Sub certifying that the conditions set forth in Sections 9.2(a) and (b) have been satisfied and that TCC and the Merger Sub are ready, delivery able and performance of this Agreementwilling to proceed with the Closing; (g) Stock certificates as representing the TCC Stock to be issued upon conversion of Shares represented by certificates which are being surrendered simultaneously with the existence and/or good standing Closing, each duly issued in the names of Xxxxxxxx and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictionsrespective Shareholder(s) entitled thereto; (h) one All other documents, certificates and instruments required hereunder to be delivered by TCC or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated or as may reasonably be requested by the Closing Date, as Company at or prior to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the Closing. Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.

Deliveries by the Merger Sub. At the Closing, the Merger Sub ---------- -- --- ------ --- will deliver to the Stockholder Representative the following: (a) a certificate of an officer or similar official of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (b) a certificate of an officer or similar official of Xxxxxxxx Glencairn dated the Closing Date to the effect that, except as specified in such certificate, to the best of such officer's or official's knowledge, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (c) a certificate of the Merger Sub dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (d) a certificate of Xxxxxxxx Glencairn dated the Closing Date to the effect that, except as specified in such certificate, the conditions set forth in Sections 9.A(1) and 9.A(2) have been fulfilled; (e) a certified copy of the resolutions or action by written consent of the board of directors and stockholders of the Merger Sub authorizing the Merger and the Merger Sub's execution, delivery and performance of this Agreement; (f) a certified copy of the resolutions or action by written consent of the board of directors of Xxxxxxxx Glencairn authorizing Xxxxxxxx'x Glencairn's execution, delivery and performance of this Agreement; (g) certificates as to the existence and/or good standing of Xxxxxxxx Glencairn and the Merger Sub, in each case issued by the Secretary of State or a comparable official of such jurisdictions as Xxxxxxxx may reasonably request and dated on or after the fifth Business Day prior to the Closing Date, certifying as to the existence and/or good standing of such corporation in such jurisdictions; (h) one or more opinions of counsel or special counsel to Xxxxxxxx and the Merger Sub, each dated the Closing Date, as to the matters set forth in the attached Exhibit B; and (i) such other documents, instruments and receipts as Xxxxxxxx may reasonably request in order to effectuate the Merger and the other transactions contemplated by this Agreement to be consummated at the Closing. Each of the foregoing will be reasonably satisfactory in form to Xxxxxxxx and its legal counsel.