Deliveries by the Stockholders. At the Closing, the Stockholders are delivering to the Buyer (unless previously delivered) the following:
(a) Certificates representing the Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in form acceptable for transfer on the books of the Company.
(b) The stock books, stock ledgers, minute books and corporate seal of the Company (all other books and records of the Company being located in the Company corporate premises).
(c) Certificate from appropriate authorities as to the good standing of and any payment of taxes by the Company.
Deliveries by the Stockholders. At or prior to the Closing, the Stockholders shall deliver, or cause to be delivered, to the Buyer and the Parent the following items:
(a) complete and accurate wire instructions for all payments to be made under Sections 2.2(a) and 2.2(b);
(b) copies of the Escrow Agreement, duly executed by the Stockholders Representative;
(c) copy of an employment agreement, in substantially the form attached hereto as Exhibit B, by and between the Company and Xxxxxx Xxxxxxxx (the “Employment Agreement”), duly executed by Xxxxxx Xxxxxxxx and the Company;
(d) copies of releases, in substantially the form attached hereto as Exhibit C, duly executed by each of the Stockholders and copies of a release, in substantially the form attached hereto as Exhibit E, duly executed by Xxxxxx Xxxxxxxxx (the “Release for Xxxxxx Xxxxxxxxx”);
(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 Florida 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 Florida, and copies of the Code of Regulations of the Company, certified by the Secretary 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 Closing Date, setting forth in sufficient detail acceptable to the Buyer the aggregate amount of the unpaid (i) Indebtedness of the Company and (ii) Selling Expenses of the Company;
(j) appropriate termination statements under the Uniform Commercial Code 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) and a copy of a notice letter from the Company to the United States Small Business Administration issued pursuant to 13 C.F.R. Section 124.515(g);
(l) copies of written resignations of each di...
Deliveries by the Stockholders. At the Closing, each of the Stockholders shall deliver to the Company the following:
(i) A Certificate representing the Series D Exchange Shares held by such Stockholder, duly endorsed for transfer; and
(ii) The Warrant Certificate representing all of the Original Warrants held by such Stockholder.
(iii) Amended and Restated Registration Rights Agreement duly executed by the Stockholders; and
(iv) Stockholders' Agreement duly executed by the Stockholders.
Deliveries by the Stockholders. At the Closing, the Stockholders shall deliver to Buyer certificates representing the shares of capital stock being sold to Buyer pursuant to Section 2.01, duly endorsed in blank or with duly executed stock powers attached. The Stockholders also shall deliver to Buyer the following:
(a) the certificate required by Section 8.06; and
(b) the Subordination Agreement.
Deliveries by the Stockholders. At the Closing, each Stockholder shall, subject to the terms and conditions set forth herein:
(i) present and deliver to the Company the Original Certificate(s) duly endorsed for transfer to the Company; and
(ii) deliver the certificates, instruments and other documents required pursuant to this Agreement or as may be reasonably requested by the Company. Notwithstanding the foregoing, the failure of any Stockholder to deliver any of the aforementioned documents shall not affect the consummation or validity of the Conversion or the Reverse Stock Split.
Deliveries by the Stockholders. At the Closing, in addition to any other documents required to be delivered under the terms of this Agreement, the Stockholders shall deliver the following:
(a) A certificate of the Stockholders dated the Closing, certifying that any consents and approvals referred to in Section 3.11, which are obtainable prior to the Closing, have been obtained, together with copies of such consents and approvals.
(b) Copies of the Articles of Incorporation of Quanterra certified as of a recent date by the Secretary of State of Montana.
(c) Copies of the By-Laws of Quanterra including all amendments thereto, certified by the Secretary or an Assistant Secretary of Quanterra.
(d) A Certificate dated not earlier than seven calendar days prior to Closing of the Secretary of State of Montana as to the valid existence of Quanterra.
(e) Certificates of authority dated during 1999 of the Secretary of State of each of the states in which Quanterra is qualified to do business, as to the due qualification or license of Quanterra as a foreign corporation in such state.
(f) The opinion of Xxxxxxx, Haughey, Hanson, Toole & Xxxxxxxx, PLLP, counsel to Quanterra and the Stockholders, substantially in the form of Exhibit 5.01(f) hereto.
(g) Evidence in form and substance satisfactory to St. Xxxx of the resignation of all of the directors of Quanterra.
(h) The Stockholders shall deliver to St. Xxxx Uniform Commercial Code financing statement searches for the State of Montana and any other state in which Quanterra or the Affiliate do business, dated within 15 calendar days prior to the date of the Closing, showing that there are no security interests, judgments, taxes, other liens or encumbrances outstanding against Quanterra or its Affiliate or their assets, or against the Stockholders.
Deliveries by the Stockholders. Each Stockholder shall severally (and not jointly) deliver, or cause to be delivered, to the Company at or prior to the Closing the following, each of which shall be in form and substance reasonably satisfactory to the Company:
(a) Share certificates representing the shares of Common Stock owned by such Stockholder, together with separate stock transfer powers, duly endorsed by such Stockholder, for transfer of such shares to be Company.
(b) A certificate dated the Closing Date and executed by an officer or other authorized representative of each Stockholder certifying (i) that the representations and warranties of such Stockholder contained herein or given pursuant hereto are true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and (ii) that each of the agreements and covenants of such Stockholder to be performed or complied with on or before the Closing Date pursuant to the terms of this Agreement have been duly performed or complied with in all material respects.
(c) A certificate dated the Closing Date and executed by an officer or other authorized representative of each Stockholder certifying and setting forth (i) the action taken to authorize (or provisions of articles or certificates of incorporation, by laws, partnership agreements, trusts or applicable law authorizing) such Stockholder's execution and delivery of this Agreement and any other certificates, agreements or other instruments and documents executed and delivered by such Stockholder pursuant to this Agreement and the consummation of the transactions contemplated by them and any other compliance with or performance under them (or if no such action is required, a statement as to the bases therefor), and (ii) the signature and title of the officers or other authorized representative executing such documents.
(d) Such other documents and certificates as the Company may reasonably request after giving reasonable notice thereof.
Deliveries by the Stockholders. At the Closing, the Stockholders shall deliver or cause to be delivered the following to the Purchaser:
(a) The Stockholders Closing Certificate and the Ancillary Agreements required to be executed by the Stockholders pursuant to Article IX hereof, executed by the Stockholders; and
(b) Such other Contracts, consents, certificates and documents as shall be contemplated hereby or as shall be reasonably requested by the Purchaser.
Deliveries by the Stockholders. At Closing, the Stockholders shall deliver to the Buyer the following:
1. share certificates for the Stock owned by each Stockholder with fully executed assignments and signature guarantees, evidencing such Stock and any other documentation necessary or appropriate to effect the transfer of ownership thereof to Buyer free and clear of any liens, encumbrances, pledges, restrictions, agreements, claims or imperfections of any nature, in the form mutually agreed to by the parties;
2. resignations of all of the present directors and officers of the Company;
3. a copy of all charter documents of the Company and each subsidiary certified by the Secretary of State of their jurisdiction of incorporation as of a date not earlier than five (5) days prior to the Closing Date;
Deliveries by the Stockholders. At the Closing, the Stockholders will deliver to Merger Sub (a) the various certificates, instruments and documents referred to in Section 6.1 below, and (b) stock certificates representing the Shares duly endorsed for cancellation or accompanied by stock powers duly executed in blank, and any other documents that are necessary to complete such cancellation, and Merger Sub will deliver to the Stockholders the various certificates, instruments, and documents referred to in Section 6.2 below.
