Deliveries by the Stockholder. At the Closing, the Stockholder will deliver or cause to be delivered to Parent:
(a) resolutions adopted by the board of directors of Stockholder, as sole stockholder of the Company, approving the consummation of the Merger and the transactions contemplated by this Agreement, certified by the Secretary of the Stockholder as of the Closing Date;
(b) resolutions adopted by the Company’s board of directors approving the consummation of the Merger and the transactions contemplated by this Agreement, certified by the Secretary of the Company as of the Closing Date;
(c) a copy of the Company’s articles of incorporation, with all amendments thereto, certified by the Secretary of State of Michigan as of a date not later than thirty (30) Business Days before the Closing Date;
(d) a copy of the Company’s good standing certificate certified by the Secretary of State of Michigan as of a date not later than fifteen (15) Business Days before the Closing Date;
(e) a certificate from each of the Stockholder and the Company, signed by the Secretary of the Stockholder and the Company, respectively, dated as of the Closing Date, attesting to the authority and verifying the signature of each Person who signed this Agreement, or any other agreement, instrument or certificate delivered in connection with the Merger and the transactions contemplated hereby on behalf of the Stockholder and the Company;
(f) a non-foreign person affidavit under Section 1445 of the Internal Revenue Code;
(g) the Escrow Agreement, duly executed by the Stockholder;
(h) certificates representing the Shares, duly endorsed in blank (or accompanied by duly executed stock powers);
(i) resignations of such officers and directors of the Company as Parent designates in writing at least ten (10) Business Days prior to the Closing, which resignations shall be effective as of the Closing Date;
(j) the existing minute books, stock register books and stock record books of the Company; and
(k) such other instruments as shall be reasonably requested by Parent to consummate the Merger and effect the transactions contemplated by this Agreement, including, without limitation, a duly executed Certificate of Merger to be filed with the Secretary of State of the State of Michigan in accordance with the provisions of the BCA.
Deliveries by the Stockholder. At the Closing, the Stockholder will deliver or cause to be delivered (unless previously delivered) to Purchaser, the following:
(a) A stock certificate or stock certificates representing the Shares 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 Purchaser good and valid title to the Shares free and clear of all Liens, with all necessary transfer tax stamps affixed or accompanied by evidence that all stock transfer taxes have been paid.
(b) All other documents, instruments and writings required to be delivered by the Stockholder at the Closing.
Deliveries by the Stockholder. At the Closing, the Stockholder shall deliver and shall cause to be delivered to Buyer (unless delivered previously) the following:
(1) the stock certificate evidencing the Shares, duly endorsed or accompanied by a duly executed stock power or powers transferring the ownership to the Buyer;
(2) the written consents of third persons required pursuant to Sections 3.10 and 3.11 other than leases of certain equipment specified on Schedule 3.11;
(3) the opinion of counsel in the form of Exhibit A hereto;
(4) the resignations of the Directors provided in Section 5.3; and
(5) all other previously undelivered documents, instruments and writings required to be delivered by the WSB or the Stockholder to Buyer at or prior to the Closing pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by the Stockholder. At the Closing, the Stockholder shall deliver to the Buyer the following:
(a) certificates representing the shares of capital stock being sold to the Buyer pursuant to SECTION 2.01, duly endorsed in blank or with duly executed stock powers attached;
Deliveries by the Stockholder. At each Closing, the Stockholder shall pay to the Company the consideration of $100, for the 100,000 Shares to be acquired at such Closing.
Deliveries by the Stockholder. At the Closing, the Stockholder shall sell, assign, transfer and convey to the Buyer all of the outstanding capital stock of the Company and shall deliver, at the Closing the following:
(a) A certificate or certificates representing all of the Stock, together with fully executed and witnessed stock powers (in blank) attached thereto with signatures guaranteed by an institution that is a participant in the Securities Transfer Agents Medallion Program.
(b) An opinion dated the Closing Date hereof from counsel for the Stockholder, in form and substance satisfactory to the Buyer and its counsel, to the effect that:
(i) The Company is a corporation validly existing and in good standing under the laws of the State of New Hampshire; and the Company has full corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. To the best of such counsel's knowledge, the Company has no subsidiaries.
(ii) The authorized capital stock of the Company consists of 1000 authorized shares of common stock, at no par value per share, of which 100 shares have been issued and are outstanding and are owned of record by the Stockholder; except for this Agreement, and all of the issued and outstanding shares of common stock of the Company as of the Closing are validly issued, fully paid and nonassessable.
(iii) This Agreement has been duly and validly executed and delivered by the Stockholder and such Agreement, assuming due execution by the Buyer, is the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally.
(iv) The Stockholder has full power and authority to execute and deliver the Agreement and to perform its obligations hereunder. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein, (a) violates or conflicts with or results in the breach of the terms, conditions or provisions of, or constitutes a default under, the Certificate of Incorporation or the Bylaws of the Company or any agreement or instrument known to such counsel to which the Company or the Stockholder is a party or by which either of them is bound or (b) requires the consent, approval or authorization of or any filing with or notification to any Federal, state or local court, governmental authority or reg...
Deliveries by the Stockholder. At the Closing, the Stockholder shall sell, assign, transfer and convey to the Buyer all of the outstanding capital stock of the Company and shall deliver, at the Closing the following:
(a) A certificate or certificates representing all of the Stock, together with fully executed and witnessed stock powers (in blank) attached thereto with signatures guaranteed by an institution that is a participant in the Securities Transfer Agents Medallion Program.
(b) An opinion dated the Closing Date hereof from Obermayer, Rebmann, Xxxxxxx & Hippel, counsel for the Stockholder, in form and substance satisfactory to the Buyer and its counsel, to the effect that:
(i) The Stockholder is a corporation validly existing and in good standing under the laws of the State of Delaware.
(ii) The Company is a corporation validly existing and in good standing under the laws of the State of Delaware; and the Company has full corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted. The Company is duly qualified to do business and is in good standing as a foreign corporation in the Commonwealth of Pennsylvania. To the best of such counsel's knowledge, the Company has no subsidiaries other than First Radnor Equities, Inc., which is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
(iii) The authorized capital stock of the Company consists of 1,000 shares of common stock, par value $1.00 per share, of which 100 shares have been issued and are outstanding and are owned of record by the Stockholder; except for this Agreement, and all of the issued and outstanding shares of common stock of the Company as of the Closing are validly issued, fully paid and nonassessable.
(iv) This Agreement and the transactions contemplated herein have been duly approved by all necessary corporate action of the Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholder and such Agreement, assuming due execution by the Buyer, is the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally.
(v) The Stockholder has full power and authority to execute and deliver the Agreement and to perform its obligations hereunder. Neither the execution and delivery of this Agree...
Deliveries by the Stockholder. At the Closing, the Stockholder shall deliver, or cause to be delivered, to the Purchaser the following items:
(a) stock certificates evidencing the Securities duly endorsed in blank or accompanied by an instrument of transfer duly executed by the Stockholder, transferring the Securities to the Purchaser free and clear of all Liens (other than Liens existing under securities Laws), dated as of the Closing Date;
(b) the Option Agreement, duly executed by the Stockholder;
(c) the Subordination Agreement duly executed by the Stockholder and dated as of the Closing Date; and
(d) a termination agreement (the "Termination Agreement") terminating all contracts between Stockholder and the Company other than those specifically identified therein, duly executed by the Stockholder and any other parties to the Contracts listed on the schedules thereto necessary to make such Termination Agreement valid with respect to such Contract and dated as of the Closing Date.
Deliveries by the Stockholder. At the Closing, the Stockholder shall deliver or cause to be delivered to FDWY:
(a) certificate or certificates representing the shares of PANTEL Common held by the Stockholder as indicated on Exhibit A either endorsed to FDWY or accompanied by assignments separate from certificate, in either instance containing a Medallion form of signature guaranty or a notarization from a notary transferring all such shares to FDWY.
(b) a certificate signed by the Stockholder certifying that the conditions to closing set forth in Section 6.1(B) have been satisfied with respect to the Stockholder.
Deliveries by the Stockholder. 4.1.1. The Stockholder shall deliver to Buyer a certificate or certificates representing all of the issued and outstanding shares of the Company Stock. Such certificates shall be duly endorsed for transfer or accompanied by instruments of transfer in such form as Buyer may require, and the shares represented thereby shall be free and clear of all Liens.
4.1.2. Stockholder shall deliver to Buyer a favorable opinion or opinions, addressed to Buyer and dated the Closing Date, of Xxxxxxxxxxx & Xxxxxxxx LLP, special counsel for the Company and the Stockholder, and Xxxxx & Xxxxxxx, P.C., counsel for the Company, substantially in the form of Exhibits 4.1.2A and 4.1.2B, respectively, attached hereto.
4.1.3. Stockholder shall (a) deliver to Buyer a certificate, dated the Closing Date and signed by the Stockholder to the effect that all representations and warranties made by the Stockholder under this Agreement are true and correct in all material respects at and as of the Closing Date and all of the agreements, covenants and obligations to be performed on the part of the Stockholder as of the Closing Date have been timely and duly performed in all material respects and (b) cause to be delivered by the Company a certificate signed by both the President and the Treasurer of the Company, to their knowledge based upon reasonable inquiry as of the Closing Date, to the effect that:
(i) All representations and warranties made by the Company under this Agreement are true and correct in all material respects at and as of the Closing Date;
(ii) All of the agreements, covenants and obligations to be performed on the part of the Company under this Agreement as of the Closing Date have been timely and duly performed in all material respects; and
(iii) No material adverse change has occurred to the assets, properties or business of the Companies since October 31, 1995, taking into account seasonal changes in business and giving effect to the adjustments set forth in the Schedule of Financial Statements.
4.1.4. Stockholder shall cause to be delivered to Buyer the resignations of the officers and directors of the Company and the Related Companies, except for those designated by Buyer, as officers or directors.
