Deliveries by the Shareholders Clause Samples
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 “▇▇▇ Non-Competition Agreement” and the “▇▇▇▇▇▇▇ Non-Competition Agreement,” respectively);
(d) a copy of an employment agreement, in the form attached hereto as Exhibit F, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇, and the Purchaser, duly executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇ (the “▇▇▇ Employment Agreement”);
(e) a copy of the employment agreement, in the form attached hereto as Exhibit G, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and the Purchaser, duly executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “▇▇▇▇▇▇▇ 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, the Shareholders shall deliver, or cause to be delivered, to the Buyer the following items:
(a) copies of the certificate of the Shareholders Representative with regard to wiring instructions;
(b) copies of mutually agreeable non-competition agreements, from the individuals identified Schedule 3.1(b) (the “Non-Competition Agreements”);
(i) stock certificates representing all of the Shares with duly executed stock powers attached in proper form for transfer to the Buyer and (ii) any other documents that are necessary to transfer to the Buyer good and valid title to the Shares, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid;
(d) copies of a reasonably current long-form good standing certificate for the Company issued by the State Corporation Commission of the Commonwealth of Virginia and each state in which the Company is qualified to do business as a foreign corporation;
(e) copies of the Articles of Incorporation of the Company, certified by the State Corporation Commission of the Commonwealth of Virginia and copies of the By-laws of the Company certified by an officer of the Company;
(f) the original corporate record books and stock record books of the Company;
(g) copies of a certificate of the Chief Operating Officer, Chief Executive Officer and the Chief Financial Officer of the Company, dated as of the Closing Date, setting forth in sufficient detail acceptable to the Buyer as to:
(i) that the Company has not suffered any material adverse changes in its financial or legal condition or business since December 31, 2003;
(ii) except as set forth in the Pro Forma Balance Sheet, that since December 31, 2003, the Company has carried on its business in the Ordinary Course of Business in substantially the same manner as prior thereto and has used commercially reasonable efforts consistent with past practices and policies to preserve the Company business operations, keep available the services of its officers and employees and preserve its relationship with customers, suppliers and other having a business relationship with the Company;
(iii) the fact that the Company has obtained any consent from such regulators, bankers, customers and other governmental entities as are necessary in order to permit the transactions contemplated by this Agreement;
(iv) the Company having no interest bearing Indebtedness; and
(v) no debts or obligations are owed to the Company by any Sharehol...
Deliveries by the Shareholders. At the Closing, the Shareholders shall deliver or cause to be delivered to Buyer the following:
(i) certificates representing all of the Subject Shares, free of any restrictive legends and duly endorsed or accompanied by duly executed stock powers;
(ii) certificates, dated as of the Closing Date and executed by each of the Shareholders to the effect that (A) each of the representations and warranties of the Shareholders made under Article IV hereof is true and correct in all material respects on the Closing Date as though made on such date and (B) the Shareholders have performed and complied in all material respects with all covenants, conditions and obligations under this Agreement which are required to be performed or complied with by them on or prior to the Closing Date;
(iii) a certified copy of the Articles of Incorporation and Bylaws of the Company;
(iv) an amendment to Articles of Incorporation deleting Article XII thereof to be effective on or prior to the Closing Date;
(v) all minute books, stock books, stock transfer records, corporate seals and other corporate and shareholder records of the Company and each Subsidiary (as hereinafter defined);
(vi) letters of resignation, dated as of the Closing Date, of all of the directors and officers of the Company and the Subsidiaries;
(vii) the written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP or O'Meara, Eckert, Pouros & Gonring, counsel for the Shareholders, dated the Closing Date, substantially in the form of Exhibit A hereto;
(viii) acknowledgments by the Shareholders of their receipt of the Closing Payment;
(ix) executed counterparts of the following agreements:
(A) Noncompetition Agreements entered into between Buyer and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, respectively, substantially in the form of Exhibit B attached hereto and incorporated herein; and
(B) Indemnification Escrow Agreement entered into among Buyer, the Shareholders and the Escrow Agent, substantially in the form of Exhibit C attached hereto and incorporated herein (the "Indemnification Escrow Agreement"); and
Deliveries by the Shareholders. Concurrently with the execution of this Agreement, the Shareholders shall deliver, or cause to be delivered, to the Buyer and the Parent the following items:
(a) copies of a receipt evidencing receipt by the Shareholders of the Initial Purchase Price;
(b) copies of a non-competition agreement, in the form attached hereto as Exhibit A, by and among ▇▇▇▇▇▇ ▇▇▇▇, the Company and the Buyer, duly executed by ▇▇▇▇▇▇ ▇▇▇▇ and the Company (the "Non-Competition Agreement");
(c) copies of releases, in substantially the form attached hereto as Exhibit B, duly executed by each of the Shareholders;
(d) copies of the registration rights agreement, in substantially the form attached hereto as Exhibit C, by and among the Shareholders and the Parent, duly executed by each of the Shareholders (the "Registration Rights Agreement");
(i) stock certificates representing all of the Shares with duly executed stock powers attached in proper form for transfer to the Buyer and (ii) any other documents that are necessary to transfer to the Buyer good and valid title to the Shares, with any necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid;
(f) copies of a reasonably current long-form good standing certificate for the Company issued by the Secretary of State of the State of Ohio and in each state in which the Company is qualified to do business as a foreign corporation;
(g) copies of the Articles of Incorporation of the Company, certified by the Secretary of State of the State of Ohio, and copies of the Code of Regulations of the Company, certified by an officer of the Company;
(h) the original corporate record books and stock record books of the Company;
(i) copies of a certificate of an officer of the Company, dated as of the date of this Agreement, setting forth in sufficient detail acceptable to the Buyer the aggregate amount of (i) Indebtedness of the Company and (ii) Selling Expenses of the Company;
(j) payoff letters and other instruments as may be requested by the Buyer to extinguish all Indebtedness of the Company and all security interests related thereto to the extent directed by the Buyer;
(k) copies of all of the Consents listed on Schedule 4.6 and Schedule 4.7(b);
(l) copies of written resignations of each director of the Company listed on Schedule 3.1(l);
(m) copies of a non-foreign person affidavit that complies with the requirements of Section 1445 of the Code, executed by each Shareholder;
(n) copies of the ...
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, Susa▇ ▇▇▇▇, ▇▇ri▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ Jaso▇ ▇▇▇▇▇▇▇; ▇▇d
iv. Such other documents and agreements as ADLT may reasonably request.
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 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 Representative, on behalf of the Shareholders, shall deliver to Buyer:
(i) stock certificates representing all of the Company Stock, endorsed in blank or accompanied by stock powers executed in blank;
(ii) the documents referred to in Sections 5.7, 5.8, 5.9, 5.10, 5.12, 5.14, 5.15 and 5.16 hereof; and
(iii) the Investment Letter set forth in Exhibit B hereto.