Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver, or cause to be delivered, to the Purchaser and the Sub the following items:
(a) a receipt evidencing receipt by the Shareholders of the Purchase Price;
(b) a copy of the Escrow Agreement, duly executed by each Shareholder;
(c) a copy of the non-competition agreements, in the form attached hereto as Exhibit E, by and between the Majority Shareholders, the Sub and the Purchaser, duly executed by the Majority Shareholders (the “Xxx Non-Competition Agreement” and the “Xxxxxxx Non-Competition Agreement,” respectively);
(d) a copy of an employment agreement, in the form attached hereto as Exhibit F, by and between Xxxxxxx X. Xxx, and the Purchaser, duly executed by Xxxxxxx X. Xxx (the “Xxx Employment Agreement”);
(e) a copy of the employment agreement, in the form attached hereto as Exhibit G, by and between Xxxxxxx X. Xxxxxxx, and the Purchaser, duly executed by Xxxxxxx X. Xxxxxxx (the “Xxxxxxx Employment Agreement”);
(f) a copy of a shareholder release, in the form attached hereto as Exhibit H, duly executed by each Shareholder (the “Shareholder Release”);
(g) a copy of the Lock-up Agreement, duly executed by each Shareholder;
(i) a stock certificate or certificates representing all of the Shares (or, as applicable, an Affidavit of Lost Securities relating thereto) with duly executed stock power(s) attached in proper form for transfer to the Purchaser for cancellation and termination pursuant to the Merger of the Company into the Sub and (ii) any other instruments of transfer and cancellation as may be reasonably required by the Purchaser and the Sub to surrender and cancel all Shares;
(i) a reasonably current long-form good standing certificate for the Company issued by the Secretary of State of the State of Texas and by the secretary of state in each state in which the Company is qualified to do business as a foreign corporation;
(j) [Intentionally Left Blank]
(k) copies of the Articles of Incorporation of the Company, certified by the Secretary of State of the State of Texas, and copies of the Bylaws of the Company, certified by an officer of the Company;
(l) [Intentionally Left Blank]
(m) the original corporate record books and stock record books of the Company;
(n) a certificate of an officer of the Company, dated as of the Closing Date, setting forth in sufficient detail acceptable to the Purchaser the aggregate amount of (i) Indebtedness of the Company, and (ii) Expenses incurred during that period from Ja...
Deliveries by the Shareholders. At the Closing and subject to the terms, provisions and conditions contained herein, the Shareholders shall and shall cause the Company to take all actions and do all things necessary to deliver the Shares to MergerCo, free and clear of any and all Liens, and to consummate the transactions contemplated hereby, including, without limitation, delivery or causing to be delivered to MergerCo the following:
(a) the Holland Shares, as evidenced by certificates nos. 1 and 5;
(b) the Eyer Shares, as evidenced by certificates nos. 2 and 6;
(c) the Holland Non-Competition Agreement, executed by Holland;
(d) the Eyer Non-Competition Agreement, executed by Eyer;
(e) xxx Holland Employment Agreement, executed xx Xolland;
(f) the Eyer Employment Agreement, executed by Eyer;
(g) a cexxxxicate dated as of the Closing Date, xxxcuted by the Secretary of the Company, certifying that attached thereto are true, correct and complete copies of the Certificate of Incorporation and By-Laws of the Company;
(h) a certificate dated as of the Closing Date, executed by the Secretary of each Company Subsidiary, certifying that attached thereto are true, correct and complete copies of the Certificate of Incorporation and By-Laws of such Company Subsidiary;
(i) executed originals of all Required Consents and all consents and Authorizations necessary or required to be obtained in order to consummate the transactions contemplated hereby;
(j) evidence satisfactory to NIM of the payment by the Company of all Taxes due and payable as of the Closing Date;
(k) all of the Company's and the Company Subsidiaries' books, records and other data and materials (by giving NIM access to the Company office);
(l) the Working Capital Statement, certified by the President of the Company;
(m) such other certificates, documents, receipts and instruments as NIM, MergerCo or its legal counsel may reasonably request that entails no material expense or obligation to the MergerCo, the Subsidiaries or the Shareholders.
Deliveries by the Shareholders. The Shareholders shall have made delivery to FFS of the documents and items specified in Section 8.2.
Deliveries by the Shareholders. At the Closing, the Shareholders will ------------------------------ deliver:
(A) Certificates representing the DBI Common Stock to be repurchased in accordance with Section 2.1;
(B) The Price Adjustment Escrow Agreement;
(C) The Stockholders Agreement; and
(D) The Indemnification Escrow Agreement and certificates representing the shares of DBI Common Stock to be deposited thereunder in accordance with Section 10.5 accompanied by stock powers duly executed in blank.
Deliveries by the Shareholders. Each Shareholder shall deliver or cause to be delivered to ADLT at the Closing and shall cause RLI to deliver the documents required by (b) below:
i. Certificates representing such Shareholder's RLI Shares, duly endorsed or with stock powers duly executed in blank with all transfer taxes, if any, paid in full;
ii. General Releases in substantially the form set forth in Exhibit A, duly executed by each of the Shareholders;
iii. Individual Employment Agreements in substantially the forms set forth in Exhibit B, duly executed by Ruud, Sokoly, Wandler, Susax Xxxx, Xxrixxxxxxx X. Xxxx xxx Jasox Xxxxxxx; xxd
iv. Such other documents and agreements as ADLT may reasonably request.
Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver to the Buyer:
(i) stock certificates representing all of the Company Stock, endorsed in blank or accompanied by stock powers executed in blank; and
(ii) the documents referred to in Sections 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.14, 5.15 and 5.16 hereof.
Deliveries by the Shareholders at the Closing. At the Closing, simultaneously with the deliveries by the Parent specified in Section 5.4 below, and in addition to any deliveries required to be made by the Shareholders and the Company pursuant to any other transaction document at the Closing, the Shareholders shall deliver or cause to be delivered to the Parent the following:
Deliveries by the Shareholders. 12 Section 1.7
Deliveries by the Shareholders. At the Closing, the Sellers' Representatives, on behalf of the Shareholders, or the Shareholders shall deliver, or cause to be delivered, to Parent the following: share certificates representing all of the Shares, with duly executed stock transfer forms in the applicable form of Annex G hereto, and otherwise in a form reasonably acceptable to Parent for transfer on the books of the relevant Companies; all such other documents (including any necessary waivers or consents) as may be required to enable Parent to be registered as the holder of the Shares, including a power of attorney duly executed by each Shareholder in the form of Annex H hereto; the Common Seal (if applicable), Share Register and Share Certificate Books (or similar instruments), with any unissued share certificates, all minute books and other statutory books (which shall be written-up to but not including the Closing) of each Company; the original Certificate of Incorporation (or similar organizational document) of each Company and Company Subsidiary other than JLW USA, and a copy of the Certificate of Incorporation of JLW USA, certified as of a date within 30 days of the Closing Date by the Secretary of State of the State of Delaware; executed counterparts of any Consents obtained pursuant to Section 5.3 hereof and not previously delivered to Parent pursuant to such Section; the certificates referred to in clause (ii) of Section 8.4 hereof; the opinions of counsel referred to in Section 8.5 hereof; and all other previously undelivered documents, instruments or writings required to be delivered by any JLW Party to Parent at or prior to the Closing, pursuant to this Agreement or any other Operative Agreement.
Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver, or cause the Company to deliver, to Buyer:
(a) stock certificates representing the Shares, accompanied by duly executed stock powers, in form and substance reasonably satisfactory to Buyer;
(b) true, correct and complete minute books, stock ledgers and transfer books of the Company, all fully updated to the satisfaction of Buyer;
(c) a certificate of an officer of the Company to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied;
(d) a certificate of the Secretary of the Company, in form and substance reasonably satisfactory to Buyer, certifying as to (i) the resolutions of the directors approving and authorizing this Agreement and the transactions contemplated by this Agreement and (ii) the By-laws of the Company;
(e) a good standing certificate of the Company issued by the Secretary of State of the Commonwealth of Pennsylvania and each state where it is qualified to do business as a foreign corporation;
(f) the Articles of Incorporation of the Company, certified by the Secretary of State of the Commonwealth of Pennsylvania;
(g) a no lien letter from the Commonwealth of Pennsylvania and a tax certificate in each state where it is qualified to do business as a foreign corporation;
(h) a good standing certificate of VisionTeq, Inc., a Florida corporation ("VisionTeq"), issued by the Secretary of State of the State of Florida and each state where it is qualified to do business as a foreign corporation;
(i) the Articles of Incorporation of VisionTeq, certified by the Secretary of State of the State of Florida;
(j) tax certificates showing that VisionTeq has paid its franchise taxes in the State of Florida and in each state where it is qualified to do business as a foreign corporation;
(k) the legal opinion of Buchxxxx Xxxexxxxx Xxxfessional Corporation, in the form attached as EXHIBIT C;
(l) the Escrow Agreement;
(m) a payoff letter from PNC Bank and associated UCC termination statements;
(n) landlord lien waivers for each of the properties leased by the Company and any other similar documentation reasonably requested by the Buyer in order to satisfy its lenders;
(o) consent of the minority shareholders of VisionTeq pursuant to Section 1.1 of the Shareholder Agreement, by and among VisionTeq and the shareholders of VisionTeq, dated as of June 23, 1999; and
(p) the legal opinion of counsel to Shareholders who are not natural persons, in a form reasonably satisfactory to Buy...
