Deliveries by the Selling Shareholders Sample Clauses

Deliveries by the Selling Shareholders. At the Closing, the Selling Shareholders shall deliver or cause to be delivered to MRV: (i) stock certificates evidencing QOI Shares, and duly executed stock transfer documentation transferring thereof to MRV (including its nominees) and/or its Subsidiaries/Affiliates; (ii) the Selling Shareholders' Payment, (iii) QOI's Bring-Down Certificate (as defined and discussed below and substantially in the form attached as Exhibit C); (iv) written consents and the powers of attorney from the other Selling Shareholders as described in Section 7.10 and (iv) such other instruments, certificates or documents as MRV may reasonably request.
Sample 1
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Deliveries by the Selling Shareholders. At the Closing, each Selling Shareholder shall deliver to Purchaser: (a) certificates representing Shareholder Sale Shares of such Selling Shareholder, together with (i) all documents necessary to effect the transfer of good, valid and marketable title to such Shareholder Sale Shares to Purchaser or Purchaser's designee and (ii) the Company's register of shareholders naming Purchaser as the holder and owner of record of all Sale Shares as of the Closing Date; (b) a copy of the resolutions of such Selling Shareholder's (i) Board of Commissioners and shareholders (in the case of Aria Infotek), (ii) investment committee (in the case of AIF) or (iii) management board (in the case of MediaOne) and (iii) evidence of such other corporate approvals as such Selling Shareholder is required to obtain under its organizational documents, if any, authorizing such Selling Shareholder's execution and delivery of this Agreement and the consummation of the Transactions and such other documents evidencing such authority as Purchaser may reasonably request; (c) a copy of each of the Consents with respect to such Selling Shareholder referred to in Sections 7.1(e) (including, without limitation, those set forth in Schedule 4.4 of the Signing Disclosure Schedule); 17 <PAGE> (d) a copy of each of the Required Company Consents; (e) a certificate dated as of the Closing Date and executed by such number of duly authorized officers of such Selling Shareholder as is required for such certificate to be duly authorized under such Selling Shareholder's organizational documents or attorney-in-fact of such Selling Shareholder for and on behalf of such Selling Shareholder to the effect that (i) each of such Selling Shareholder's representations and warranties in this Agreement that is qualified as to materiality and each of such Selling Shareholder's representations and warranties in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28 are true and complete in all respects (subject, in respect to each of such representation and warranty, to only the specific schedule of the Closing Disclosure Schedule corresponding to the Section number in which such representation and warranty is made), (ii) other than the representations and warranties in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28, each of such Selling Shareholder's representations and warranties in this Agreement that is not so qualified (considered individually) is, and all such representations and wa...
Sample 1
Deliveries by the Selling Shareholders. At or prior to the Closing, in addition to such other actions as may be provided for herein, the Selling Shareholders shall deliver or cause to be delivered to the Purchaser good and sufficient certificates for the Sale ADRs, duly assigned in blank or accompanied by duly executed blank stock powers.
Sample 1
Deliveries by the Selling Shareholders. At or prior to the Closing, in addition to such other actions as may be provided for herein, the Selling Shareholders shall deliver or cause to be delivered to the Purchaser, the following: (a) Good and sufficient certificates for the Sale ADRs, duly assigned in blank or accompanied by duly executed blank stock powers; (b) A copy of the document by which the Trustee was appointed as the custodian of the Trust Sale ADRs on behalf of XxXxx Xxxxxx and Xxxxx Xxxxxx; and (c) The certificates required to be delivered by each of the Selling Shareholders pursuant to Section 7.1(i).
Sample 1
Deliveries by the Selling Shareholders. At or prior to the Closing, in addition to such other actions as may be provided for herein, the Selling Shareholders shall deliver or cause to be delivered to the Purchaser, the following: (i) Share certificates evidencing the Sale Shares (excluding the Paid Up GMR Shares held by each of X.X. Xxx, Xxxxx Xxxxx Xxxxxxx and G.B.S. Raju), with share transfer forms duly executed by GMR and PM Ventures; provided that in case the Shares are dematerialized prior to the Closing, then a delivery instruction slip, executed by each of the Selling Shareholders instructing their respective depository participants to debit the Sale Shares, excluding the Paid Up GMR Shares held by each of X.X. Xxx, Xxxxx Xxxxx Xxxxxxx and G.B.S. Raju, from their respective accounts; and (ii) Share certificates evidencing the Paid Up GMR Shares held by X.X. Xxx, Xxxxx Xxxxx Xxxxxxx and G.B.S. Raju, together with share transfer forms duly executed by each of X.X. Xxx, Xxxxx Xxxxx Xxxxxxx and G.B.S. Raju; (b) Receipts evidencing receipt by each of the Selling Shareholders of the Purchase Price less any deduction pursuant to Section 2.3; (c) The Bank Guarantee; (d) The resignation letters of each of the directors of the Company, the resignations to take effect from the Closing Date;(e) A certified copy of the resolutions adopted by the board of directors of each of the Selling Shareholders authorizing the execution and delivery of the Transaction Documents and an incumbency certificate of the officers of each of the Selling Shareholders; and (e) The certificate required to be delivered by each of the Selling Shareholders pursuant to Section 7.1(g).
Sample 1
Deliveries by the Selling Shareholders. At the Closing, the Selling Shareholders will deliver to Buyer the following: (a) One Affidavit and Indemnity Agreement, in the form attached as an exhibit to the Custody Agreement, completed and signed on behalf of each Selling Shareholder, and notarized. (b) One Custody Agreement and one Power of Attorney, fully completed and signed on behalf of each Selling Shareholder, except Gruss; and (c) Resignations, dated the Closing Date, of the directors of the Company who had been nominated by the Selling Shareholders.
Sample 1
Deliveries by the Selling Shareholders. At the Closing, the -------------------------------------- Selling Shareholders will deliver, or cause to be delivered, to Buyer: (i) the stock certificates representing all (and not less than all) of the Capital Stock of the Company (the "Shares"), accompanied by stock powers duly executed in blank or duly executed stock transfer forms or instruments of transfer, with any applicable transfer stamps affixed, which validly transfer title to the Shares to Buyer free and clear of any Liens (as defined in Section 2.2(b)); (ii) the resignations, effective as of the Closing Date, of all members of the Board of Directors of the Company and Four Star and of such officers of the Company and Four Star as Buyer shall specify; (iii) the stock books, ledger books and corporate seals of the Company and Four Star, together with the original stock certificate or certificates representing all of (A) the Preferred Stock (as defined in Section 1.5(a)) held by the Selling Shareholders and (B) the Capital Stock of Four Star held by the Company; (iv) the certificate of the Shareholders' Representative referred to in Section 4.1(i); (v) a certificate of the Selling Shareholders' non-foreign status which complies with the requirements of Section 1445 of the Internal Revenue Code of 1986 as amended (the "Code") and the Treasury Regulations promulgated thereunder; and (vi) all other documents, instruments and writings to be delivered by the Selling Shareholders at or prior to the Closing pursuant to this Agreement.
Sample 1
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Deliveries by the Selling Shareholders. At the Closing, the Selling Shareholders are delivering or causing to be delivered to Purchaser: (a) certificates representing the Shares set forth on Exhibit A hereto, such certificates having been duly and validly endorsed in favor of Purchaser or accompanied by a separate stock power duly and validly executed by each Selling Shareholder and otherwise sufficient to vest in Purchaser good and marketable title to such Shares, subject only to the Security Agreement referred to herein; (b) an executed Security Agreement in form to be agreed upon prior to Closing; (c) a general release in favor of the Company in the form of Exhibit D hereto, duly executed by the Selling Shareholders; (d) executed Employment Agreements for each of Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxx in the various forms to be agreed upon prior to Closing; (e) all documents containing or relating to Intellectual Property to be acquired by Purchaser pursuant hereto; (f) all of the books and records of the Company; (g) the opinion of Xxxxxx Xxxxxxx, counsel to the Selling Shareholders, dated the Closing Date, substantially in the form of Exhibit F attached hereto; (h) a certification of non-foreign status for each of the Selling Shareholders in the form and manner which complies with the requirements of Section 1445 of the Code and the regulations promulgated thereunder; (i) any other certifications, to the extent obtainable prior to the Closing Date in the exercise of reasonable diligence by the Selling Shareholders, which may be required under applicable law stating that no Taxes are due to any taxing authority for which the Purchaser could have liability to withhold and pay with respect to the transfer of Shares to Purchaser pursuant to this agreement; (j) copies of all records, including all signature or authorization cards, pertaining to the bank accounts listed in the Disclosure Schedule; (k) a copy of the audited financial statements of the Company for the year ended December 31, 2003; (l) a payoff letter rom First Commercial Bank of Huntsville to the effect that the loan due May 25, 2004 shall paid in full with the payment of a sum certain, and that upon payment of such amount, all liens and Encumbrances and guarantees of such loan shall be released; (m) any Subordination Agreement that any financing source for the Purchase Price shall require; and (n) all other previously undelivered documents required to be delivered hereunder by the Selling Shar...
Sample 1

Related to Deliveries by the Selling Shareholders

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to the Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time, and agrees with the Underwriter, as follows:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall execute, where necessary or appropriate, and deliver to the Shareholder each and all of the following: (i) Payment of the Purchase Price in the manner set forth in Section 2.3 of this Agreement; (ii) A certificate in the form of EXHIBIT C hereto signed by a duly authorized officer of the Purchaser, and dated as of the Closing Date, to the effect that the representations and warranties made by the Purchaser in this Agreement (as modified by the Schedules and any Supplement(s)) and in any document, instrument and/or agreement to be executed and delivered by the Purchaser pursuant to this Agreement are true and correct in all material respects at and as of the Closing and the Purchaser has performed and complied with all of its covenants, agreements and obligations under this Agreement which are to be performed and complied with by the Purchaser on or prior to the Closing Date; (iii) A copy certified by the Secretary of the Purchaser of the duly adopted resolutions of the Board of Directors of the Purchaser approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement, including the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby; (iv) A duly executed written opinion letter by counsel for the Purchaser, dated as of the Closing Date, addressed to the Shareholder, as contemplated by Section 8.3 of this Agreement; (v) Evidence reasonably satisfactory to the Shareholder that the performance and other bonds required by Section 5.25 have been secured in accordance with the provisions of such section; (vi) A certificate of good standing of the Purchaser dated within five (5) days of the Closing Date issued by the Secretary of State of the Purchaser's state of incorporation; and (vii) Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the transactions contemplated hereby or which may be customary under local law.

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to, and agrees with, the Company, the Winning Bidder(s) and each Placement Agent at each Representation Date as follows:

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

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