Deliveries by the Parties. At the Closing:
(a) DELIVERIES BY THE COMPANY: The Company will deliver the following documents in form and substance reasonably acceptable to counsel for the Purchasers;
(i) Certificates evidencing the Shares;
(ii) Good Standing Certificate for the Company and each of its subsidiaries issued by the Secretary of State of their respective jurisdictions of incorporation;
(iii) Certified copy of resolutions of the Board of Directors authorizing, among other things, the execution and delivery of this Agreement, consummation of the transactions contemplated hereby and the Restructuring;
(iv) Legal opinion of Broad and Cassel, counsel to the Company, in form and substance reasonablx xxxxsfactory to the Purchaser and Purchaser's counsel;
(v) Executed copies of the following additional documents to be entered into in connection with the Restructuring (collectively, the "Restructuring Documents"):
(A) Option and Forbearance Agreement (the "Option") between the Company and Bankers Trust Company ("BT");
(B) Amendments to Employment Agreements between the Company and each of Horne and Stanley F. Zuk ("Zuk");
(X) Xxxeements of Horne, Zuk, Xregory Horne and Marion L. Horne Turcot to vote in faxxx xx xxx Restrucxxxxxx;
(D) Financial Consulting Agreement (the "Catalyst Agreement") between the Company and Catalyst Financial Corp. ("Catalyst");
(E) Warrant to be issued to Catalyst and/or its assigns pursuant to the Catalyst Agreement (the Catalyst Warrant");
(F) Letter Agreement between the Company and a group of investors restructuring the Company's debt to such investor group (the "Becker Agreement");
(G) Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the "Series C Preferred Stock") to be issued pursuant to the Becker Agreement;
(H) Warrants to bx xxxxed pursuant to the Becker Agreement (the "Becker Warrants");
(I) Letter Agreexxxx xith a group of investors modifying the terms of their existing warrants (the "BlueStone Agreement");
(J) Warrants to be issued pursuant to the BlueStone Agreement (the "BlueStone Warrants");
(K) Letter Agreement (the "Meyers Agreement") with H.J. Meyers & Co., Inc. ("Meyexx");
(X) Xxxxxxt to be issued xxxxxxnt to the Meyers Agreement (the "Meyers Warrant");
(M) Warrant to be xxxxxd to Cameron Worldwide Ltd. (the "Cameron Warrant");
(N) Warrant to be issued to Peter Zachariou (the "Zachariou Warrant");
(O) Forbearance Agreement (the "PNC Agreement") with PNC Bank, National Association ("...
Deliveries by the Parties. (a) Buyer herewith delivers the Purchase Price, as follows:
(i) With respect to the Controlling Stockholders, the Cash Consideration in the sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts of the Controlling Stockholders pro ratably in accordance with their respective ownership of the Shares as set forth in Schedule A attached hereto; and
(ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the number of shares of the Stock Consideration set forth on Schedule A, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out Payment set forth in Section 1.03 below.
(b) Sellers shall each deliver, or cause to be delivered, to Buyer:
(i) certificates for the number of Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws);
(ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documents; and
(iii) written resignations, substantially in the form attached as Exhibit B hereto, of certain officers of the Company and each director of the Company, all effective as of the date hereof.
Deliveries by the Parties. The Parties shall deliver or cause to be delivered the following at the Closing:
(a) The Company shall pay the purchase prices in the amount and manner set forth in Section 2 of this Agreement.
(b) TVF, Xxxxxxx and Xxxxx shall effect a book transfer of the Shares to or for the account of the Company through the facilities of the Depository Trust Company in a manner satisfactory to the Company or shall deliver certificates duly endorsed or with stock powers attached in proper form for transfer.
(c) TVF and Third Capital shall deliver evidence satisfactory to the Company that the Option has been terminated and the Proxy has been revoked and relinquished.
(d) Xxxxxxx, Xxxxxxx and Xxxxx shall each deliver their resignations to the Company as directors of the Company, which resignations shall be effective at the Closing.
Deliveries by the Parties. On or prior to the Closing Time:
(a) XL Capital shall deliver or cause to be delivered to SCA copies of all Ancillary Agreements, executed by the relevant XL Capital Parties;
(b) SCA shall deliver or cause to be delivered to XL Capital copies of all Ancillary Agreements, executed by the relevant members of the SCA Group; and
(c) Certificates representing the issued and outstanding shares of common stock (or interests, as applicable) of XLFA, US Holdco, XLCA and each of the Administrative Subsidiaries shall be delivered by the respective owners to the appropriate transferees, as contemplated by Section 2.1, with blank stock powers duly executed.
Deliveries by the Parties. At the Closing, Buyer and Seller will enter into and deliver the Tax Disaffiliation Agreement attached hereto as Annex A.
Deliveries by the Parties. At a closing to be held no later than November 17, 2000:
(a) the Purchaser shall deliver to the Seller certificates for the Global Shares in the amount listed in Section 1.1. Such certificates shall bear the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
(b) At Closing, the Seller shall deliver an assignment evidencing the transfer of the Interest to the Purchaser.
Deliveries by the Parties. Each of the Parties shall deliver an original of this Agreement fully executed by such Party to each of the other Parties.
Deliveries by the Parties. Upon execution of this Agreement:
(a) The Company will deliver to the Purchaser (i) a stock certificate evidencing the Classic Shares and a stock certificate evidencing the EMA Shares, together with a stock power for each; (ii) a Good Standing Certificate for each of Classic and EMA issued by the Department of State of the state of incorporation for each of Classic and EMA; (iii) a certified copy of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated hereby; and (iv) a counterpart of this Agreement signed by an authorized officer of the Company. The Company shall pay all applicable documentary stamp and transfer taxes in connection with the transfer of the Classic Shares and the EMA Shares to the Purchaser pursuant to this Agreement.
(b) The Purchaser will deliver to the Company: (i) a counterpart of this Agreement signed by the President of the Purchaser; and (ii) a certified copy of the resolutions of the Board of Directors of the Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Deliveries by the Parties. On the date hereof, the parties are ------------------------- making the following deliveries:
(a) Seller is delivering to Buyer, against receipt of the Purchase Price, a single stock certificate for the Shares, duly registered in the name of Buyer on the stock transfer books of Seller, with any requisite transfer stamps attached thereto. The following restrictive legend shall be placed on the certificate representing the Shares: The shares represented by this certificate are subject to the terms of the Agreement and Plan of Restructuring and Merger dated as of December 3, 2001 (the "Merger Agreement"), among UnitedGlobalCom, Inc., New UnitedGlobalCom, Inc., United/New United Merger Sub, Inc., Liberty Media Corporation, Liberty Media International, Inc., Liberty Global, Inc. and each individual indicated therein as a "Founder," including Section 7.23 thereof and, following the closing of the transactions contemplated by the Merger Agreement, the terms of the Stockholders Agreement and the Standstill Agreement included as exhibits thereto. Copies of the Merger Agreement, the Stockholders Agreement and the Standstill Agreement, as applicable, are available from UnitedGlobalCom, Inc. upon request, and any sale, pledge, hypothecation, transfer, assignment or other disposition of the shares represented by this certificate is subject to the terms of the Merger Agreement, and the Stockholders Agreement and the Standstill Agreement included as exhibits thereto.
(b) Buyer is paying to Seller, against receipt of the Shares, the Purchase Price by wire transfer of immediately available funds to an account previously designated by Seller to Buyer in writing.
Deliveries by the Parties. Subject to the terms and ------------------------- conditions hereof, Seller is delivering to Liberty CNDT a certificate, duly registered on the stock books of Cendant, in the name of "Liberty CNDT, Inc.," representing the Shares, against receipt from Liberty CNDT of the Warrant.
