Deliveries by the Shareholder. At the Closing, the Shareholder will deliver the following to Buyer:
(a) Certificates evidencing the Shares, each accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer, and any other documents that are necessary to transfer to Buyer good title to all the Shares free and clear of all Liens (as hereinafter defined);
(b) The resignations of all members of the Board of Directors of the Company;
(c) The stock books, stock ledgers, minute books, other corporate records and corporate seals of the Company;
(d) A certificate, duly executed by the Shareholder certifying (i) that the Shareholder has performed and complied in all material respects with all agreements, obligations, covenants and conditions required by this Agreement to be performed and complied with by her on or prior to the Closing and (ii) that the representations and warranties contained herein are true in all material respects as of the Closing Date;
(e) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company, together with the true signatures of such officers and attaching as exhibits thereto a certified copy of the Company’s articles of incorporation, bylaws and a good standing certificate issued by the Secretary of State of the State of Washington;
(f) A Counterpart to the Escrow Agreement, duly executed by the Shareholder in the form of Exhibit A;
(g) A Shareholder’s Release in the form of Exhibit B, duly executed by the Shareholder;
(h) A Counterpart to the Employment Agreement, duly executed by the Shareholder in the form of Exhibit C;
(i) A Counterpart to the Non-Competition and Confidentiality Agreement, duly executed by the Shareholder in the form of Exhibit D (the “Non-Competition Agreement”); and
(j) All other documents, instruments and writings required to be delivered by the Shareholder at or prior to the Closing Date pursuant to this Agreement and such other matters as may be reasonably requested by Buyer in order to effectuate the intent of this Agreement.
Deliveries by the Shareholder. At the Closing, the Shareholder shall execute and deliver to the LLC the Employment Letter.
Deliveries by the Shareholder. At the Closing, the Shareholder shall deliver the following to Buyer:
a. Certificates representing the Shares, duly endorsed for transfer to Buyer and accompanied by appropriate stock powers, with all necessary transfer tax and other revenue stamps, acquired at Shareholder's expense. Shareholder agrees to cure any deficiencies with respect to the endorsement of the certificates representing the Shares owned by Shareholder or with respect to the stock power accompanying such certificates.
b. The documents contemplated by Section 3.
c. All other documents, instruments and writings required by this Agreement to be delivered by the Shareholder at the Closing, all of the company's original books of account and record, and any other documents or records relating to the Company's business reasonably requested by Buyer in connection with this Agreement.
Deliveries by the Shareholder. At the Closing, Shareholder shall deliver or cause to be delivered the following:
(a) certificates evidencing all of the Repurchased Shares with fully executed stock powers; and
(b) such other instruments or documents as may be reasonably necessary to carry out the transactions contemplated by this Agreement and to comply with the terms hereof.
Deliveries by the Shareholder and the Seller. At the Closing, the Seller shall deliver possession of all of the Assets to the Buyer, and the Seller and the Shareholder shall deliver (or cause to be delivered) to the Buyer originals or copies, if specified, of the following agreements, documents and other items:
(a) A Bxxx of Sale and Assignment in a form reasonably satisfactory to the parties, executed by the Seller transferring all of the Assets to the Buyer;
(b) Copies of all the resolutions adopted by the Board of Directors of the Seller and the shareholders of the Seller authorizing and approving the execution and delivery of this Agreement and each of the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, certified to be true, complete, correct and in full force and effect by the Secretary of the Seller;
(c) A counterpart of the Assumption Agreement executed by the Seller;
(d) Copies of each consent, waiver, authorization and approval required for the assignment of the Contracts to the Buyer as contemplated herein;
(e) A Certificate of good standing dated within ten (10) days before the Closing Date from the Secretary of State of Florida certifying that the Seller is validly existing under the laws of the State of Florida;
(f) A counterpart to the Promissory note, executed by the Seller;
(g) A counter part to the Security Agreement, executed by the Seller;
(h) A counterpart to a release executed by Seller and the Shareholder in form acceptable to Buyer in its sole discretion (the “Release”);
(i) A counterpart to a Sublease Agreement between Buyer, on the one hand, and Seller and/or the Shareholder or their affiliates, on the other hand (the “Sublease”), which shall be in a form acceptable to the Buyer in its sole discretion, executed by the Seller and/or Shareholder or their affiliates, as applicable.
(j) A counterpart to a Warehousing and Parts Agreement between Buyer and Seller (the “Warehousing and Parts Agreement”), which shall be in a form acceptable to Buyer in its sole discretion, executed by the Seller.
(k) All agreements, documents and instruments required to be delivered by the Seller and/or the Shareholder pursuant to any of the Ancillary Agreements executed by the Seller and/or the Shareholder, as applicable;
(l) A counterpart of an Assignment of Contracts in a form reasonably satisfactory to the parties, executed by Seller (the “Assignment of Contracts”);
(m) Approval to permit Buyer to use the name “Grove Power”,...
Deliveries by the Shareholder. The Shareholder shall have made delivery to FFS of the documents and items specified in Section 8.2.
Deliveries by the Shareholder. The Shareholder shall have executed and delivered to Buyer at Closing, those Exhibits and other documents identified in Section 2.2 hereof.
Deliveries by the Shareholder. At or prior to the Closing, the Shareholders shall deliver to the Buyer:
(a) stock certificates representing the 80% of the Stock owned by the sole Shareholder in Magstone, duly endorsed by the Shareholders or accompanied by executed stock powers;
(b) a certificate executed by each Shareholder to the effect that the conditions set forth in Section 8 have been satisfied;
(c) any other documents or instruments deemed reasonably necessary by Buyer or Shareholder to consummate the transactions contemplated hereby.
Deliveries by the Shareholder. At the Closing, the Shareholder shall deliver to Buyer:
(i) stock certificates or other instruments representing all of the Stock, endorsed in blank or accompanied by stock powers executed in blank, or such other instruments of transfer as shall be necessary in order to validly vest in Buyer good legal and beneficial title to the Stock;
(ii) an Investment Letter set forth in Exhibit B hereto, executed by the Shareholder; and
(iii) such other certificates and documents as may be required by the terms of this Agreement or as Buyer or its counsel may reasonably request.
Deliveries by the Shareholder. At the Closing, the Shareholder shall deliver to Buyer:
(i) stock certificates or other instruments representing all of the Stock, endorsed in blank or accompanied by stock powers executed in blank, or such other instruments of transfer as shall be necessary in order to validly vest in Buyer good legal and beneficial title to the Stock;
(ii) the Registration Rights Agreement substantially in the form set forth in Exhibit A hereto, duly authorized and executed by Shareholder;
(iii) an Investment Letter substantially in the form set forth in Exhibit B hereto, executed by the Shareholder (the "Investment Letter");
(iv) the Employment Agreement substantially in the form set forth in Exhibit C hereto, executed by the Shareholder (the "Employment Agreement");
(v) the Restrictive Covenants Agreement substantially in the form set forth in Exhibit D hereto, executed by the Shareholder (the "Restrictive Covenants Agreement");
(vi) the employment agreements substantially in the form set forth in Exhibit E hereto, executed by each of the Selected Employees; and
(vii) such other certificates and documents as may be required by the terms of this Agreement or as Buyer or its counsel may reasonably request.
