Deliveries by the Sellers and the Company. At the Closing, in ----------------------------------------- addition to any other documents or agreements required under this Agreement, each Seller shall deliver to Parent and Purchaser the following:
(a) Receipts for the Cash Payment and the Merger Consideration delivered to the Sellers at the Closing;
(b) A written statement from each Person holding a Lien to secure Indebtedness upon any of the assets of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness and the release as of the Closing Date of: (i) any such Lien; and (ii) all obligations under any and all Contracts relating thereto;
(c) A certificate dated the Closing Date of the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5;
(d) A certificate of the members of the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company);
(e) A certified copy of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of the Company, and the Membership Interests of such Persons) as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person;
(f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);
(g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);
Deliveries by the Sellers and the Company. The Sellers and the Company shall deliver the following to the Buyer at Closing:
Deliveries by the Sellers and the Company. At the Closing, the Sellers shall or the Sellers shall cause the Company to, as applicable, deliver each of the following to the Purchaser in form and substance satisfactory to the Purchaser:
(1) A receipt issued by the Sellers acknowledging the receipt of payment of the Purchase Price and specifying the number of Sale Shares being transferred to the Purchaser as of the Closing Date;
(2) Share Certificates representing all the Sale Shares, duly endorsed by each of the Sellers, together with all necessary documents as required by the Purchaser for registration of share transfer for the Sale Shares;
(3) The shareholders’ roster of the Company having registered therein the Purchaser as the shareholder holding the Sale Shares (the shareholders roster shall be duly affixed with seals of the Company and its Chairman of the Board of Directors);
(4) All other documents, certificates, instruments, chops and writings required to be delivered by the Sellers pursuant to this Agreement or otherwise required in connection therewith.
Deliveries by the Sellers and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, the Sellers shall deliver to Purchaser the following:
(a) Duly executed Bill of Sale and Assignment in a form reasonably acceptable to Purchaxxx and its counsel, evidencing the sale of the Rights;
(b) Cross Receipts for the Cash Purchase Price payable to the Sellers at the Closing;
(c) An incumbency and signature certificate executed by an authorized officer(s) of each of the Sellers and a certified copy of the resolutions of each Seller's board of directors or governing body, as the case may be, authorizing the execution, delivery and performance of the Agreement and Related Agreements.
(d) Duly executed New Services Agreements with each of 4 Fini, CAA, and Codikow, Carroll, Guido & Groffman LLP;
(e) An opinion, dated as xx xxx Xxxxxxx Daxx, xx xounsel for each of the Sellers, in form and substance satisfactory to the Purchaser; and
(f) Duly executed Second Amended and Restated Operating Agreement.
Deliveries by the Sellers and the Company. At or prior to the Closing, the Seller shall or shall cause the Company to, as applicable, deliver or have delivered each of the following to the Purchasers’ holding vehicle(s) as set forth in Article 3.02:
(1) A receipt issued by the Seller acknowledging the receipt of payment of the Purchase Price and specifying the number of the Sale Shares being transferred to the Purchasers as of the Closing Date;
(2) Share Certificates representing the Sale Shares, duly endorsed by the Seller, together with all necessary documents as required by the Purchasers for registration of share transfer for the Sale Shares; and
(3) The shareholders’ roster of the Company having registered therein the Purchasers as the shareholder holding the Sale Shares (the shareholders roster shall be duly affixed with seals of the Company and its Chairman of the Board of Directors).
Deliveries by the Sellers and the Company. The Sellers or the Company, as applicable, shall have delivered or caused to be delivered to Purchaser those items required to be delivered pursuant to Section 2.7.
Deliveries by the Sellers and the Company. At the Closing, in addition to any other documents or agreements required under this Agreement, each Seller shall deliver to Parent and Purchaser the following:
(a) Receipts for the Cash Payment and the Merger Consideration delivered to the Sellers at the Closing;
(b) A written statement from each Person holding a Lien to secure Indebtedness upon any of the assets of the Company and its Subsidiaries or upon any Membership Interests, and each creditor with respect to any Indebtedness, confirming the repayment of the Indebtedness and the release as of the Closing Date of: (i) any such Lien; and (ii) all obligations under any and all Contracts relating thereto;
(c) A certificate dated the Closing Date of the Sellers certifying as to the matters set forth in Section 8.1 and Section 8.2, and attached to such certificate shall be a written statement of all matters that shall have been disclosed pursuant to Section 6.5;
(d) A certificate of the members of the Company certifying resolutions of the Company approving and authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company);
(e) A certified copy of the Membership Interest Register of the Company (or similar records of the Company reflecting the current members of the Company, and the Membership Interests of such Persons) as of the Closing Date, reflecting that the Corporations are the registered owners of all of the issued and outstanding Membership Interests, certified by the secretary of the Company or equivalent Person;
(f) The Articles of Organization, certificate of formation, or similar instruments of the Company certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date), and Operating Agreement or similar instruments of the Company, certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);
(g) The certificate of incorporation, certificate of formation, or similar instruments of each Corporation certified by the Secretary of State or equivalent Person of the jurisdiction of organization (dated as of a recent date);
Deliveries by the Sellers and the Company. Subject to the terms and conditions hereof, the Sellers and the Company shall deliver the following to the Purchaser at or before the Closing:
(a) certificates, duly endorsed for transfer (or accompanied by a duly executed blank stock power), representing all of the Shares;
(b) the corporate minute book, seal, and stock ledger of the Company;
(c) evidence that the Company and/or the Sellers have obtained on terms and conditions reasonably satisfactory to the Purchaser all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or (ii) in order to prevent a material breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Material Agreement as a result of the consummation of the transaction contemplated hereby;
(d) original counterparts to a non-competition agreement, by and between the Purchaser and each of Xxxx Xxxxx, Xxxx Xxxx, M.D. and Xxxxx Xxxxxxxx, Ph.D., substantially in a form attached hereto as Exhibit C (the “Non-Competition Agreements”), duly executed by such Sellers;
(e) original counterparts to a consulting agreement, by and between the Purchaser and each of Xxxx Xxxx, M.D. and Xxxxx Xxxxxxxx, Ph.D., substantially in a form attached hereto as Exhibit D (the “Consulting Agreements”), duly executed by such Sellers;
(f) certificates of the Company and the Majority Shareholders, in form and substance reasonably satisfactory to the Purchaser, dated the Closing Date, certifying compliance with the conditions set forth in Sections 4.2(a), 4.2(b) and 4.2(c); and
(g) an opinion of Spectrum Law Group, LLP, counsel to the Company, in substantially the form attached hereto as Exhibit E;
Deliveries by the Sellers and the Company. At Closing, the Sellers and the Company, as appropriate, shall deliver the following documents to the Purchaser:
(a) all of the outstanding Membership Interests of the Company (which Membership Interests are uncertificated); and the written resignations of each of the managers of the Company, effective upon Closing;
(b) the books and records of the Company; and
(c) a certificate issued by the Secretary of State of the State of Texas, as to the good standing of the Company and payment of franchise taxes and certifying the Company’s Certificate of Formation.
Deliveries by the Sellers and the Company. At or prior to the Closing, the Sellers and/or the Company, as applicable, shall deliver to the Purchaser the following:
(a) Stock certificates representing the TOBC Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, or other instruments of transfer in form and substance reasonably satisfactory to the Purchaser;
(b) Any Required Consents, including those listed on Schedule 6.3; provided, however, that, the Purchaser acknowledges and agrees that it shall be solely responsible to obtain the Required Consents listed in Schedule 6.3 or otherwise satisfy itself as to those Required Consents listed in Schedule 6.3 on or before the Closing Date;
(c) The certificates described in Sections 8.2(a) and 8.2(b);
(d) Bxx Xxxxxxxx’x signed signature page to the Axxxxxxx Employment Agreement (as defined in Section 7.7 hereof);
(e) The signed Non-Competition Agreements (as defined in Section 7.8 hereof);
(f) A legal opinion from the Company’s counsel, dated as of the Closing Date, in such form as is agreed to by the parties;
(g) Any assignments required to assign the Company Intellectual Property; and
(h) Such other documents and instruments as are reasonably requested by the Purchaser.
