Deliveries by Xxxxxx. At the Closing, and provided Borrower has fully performed all its obligations pursuant to the provisions of this Debenture, Holder will deliver to Borrower a check (or wire transfer to Borrower’s account) made payable to the order of Borrower in the principal amount specified in the preamble of this Debenture.
Deliveries by Xxxxxx. At Closing, Xxxxxx shall execute and deliver any certificate or book entry or other documents to transfer the Shares to the Buyer as necessary to transfer title to the Shares to the Buyer.
Deliveries by Xxxxxx. At Closing, Xxxxxx shall deliver to Purchaser such fully executed documents and instruments of assignment, transfer and conveyance as are necessary in the opinion of, and reasonably satisfactory in form to counsel of Purchaser to transfer good and marketable title to the Note to Purchaser in accordance with the provisions of this Agreement.
Deliveries by Xxxxxx. At Closing, the Seller or Xxxxxx shall execute and deliver: (i) any certificate or book entry or other documents to transfer the Membership Units to the Buyer as necessary to transfer title to the Membership Units to the Buyer.
Deliveries by Xxxxxx. At Closing, the Vendor shall execute or deliver, or cause to be executed on delivered, each of the following, as the case may be, in each case in form and substance acceptable to the Purchaser and its legal counsel, acting reasonably:
17.1 Registrable Transfer/Deed of Land (in electronic registration format) of the Property or such other instrument as is customarily used to transfer title to the Property in Ontario in a form acceptable for registration;
17.2 the Bill of Sale with respect to Purchased Assets;
17.3 the Statement of Adjustments delivered at least five (5) Business Days prior to Closing;
17.4 keys;
17.5 Undertaking to Readjust; and
17.6 Any other deeds, documents or other instruments which the Purchaser or its counsel may reasonably require in order to give effect to the transaction contemplated hereby, including but not limited to directors resolutions of the Vendor.
Deliveries by Xxxxxx. The respective obligations of Parent and Shareholders to consummate the closing of the transaction contemplated in this Agreement are subject to the satisfaction at or before the Closing of the following conditions:
(a) Parent shall have received from Xxxxxx all filings, authorizations, approvals and consents set forth on Schedule 6.2(a) with or obtained from all applicable governmental authorities or other persons or entities, as the case may be, in connection with the transactions contemplated under this Agreement;
(b) Parent shall have received from Xxxxxx (i) the Nine Hundred Eleven Thousand Two Hundred Fifty (911,250) Xxxxxx Class A Common Shares issued fully paid, non-assessable to Parent, and (ii) the Three Hundred Three Thousand Seven Hundred Fifty (303,750) Xxxxxx Class B Common Shares issued fully paid, non-assessable to Parent;
(c) Parent shall have received from Xxxxxx a duly executed counterpart to the Parent Note, Working Capital Note, and the Security Agreement;
(d) Parent shall have received from the Company and Supreme Electronics a duly executed counterpart to the Security Agreement; and
(e) Parent shall have received from Xxxxxx evidence that Xxxxxx'x board of directors amended its Amended and Restated Code of Regulations to restrict Prohibited Transfers, without approval of the Board of Directors of Xxxxxx, any attempted Transfer of Corporation Securities prior to the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date, which shall be prohibited void ab initio to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part): (a) any Person or Persons would become a 4.9-percent Shareholder, (b) the Percentage Share Ownership in the Corporation of any 4.9-percent Shareholder or Public Group would be increased or (c) that would result in the application of any § 382 of the Code limitation on the use of the Tax Benefits. A form of such shareholder's rights plan is attached hereto as Schedule 6.2(e). When used in this Agreement, capitalized terms first referenced in this Section 6.2(e) have the meanings set forth in the Amended and Restated Code of Regulations of Xxxxxx and any references to any portions of Treasury Regulation §§ 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions.
(f) Parent shall have received from the Xxxxxx Companies a certificate of good standing of each of the Xxxxxx Compani...
Deliveries by Xxxxxx. 25 ARTICLE 11
Deliveries by Xxxxxx. Xxxxxx shall deliver to PVS and the PVS Shareholders the following, executed where appropriate by duly authorized officers of Xxxxxx:
(i) certificate of Merger, certified by the Secretary of State of Minnesota, with respect to the Merger of PVS into Xxxxxx;
(ii) within forty-five (45) days after the Closing Date, after determination of Book Value in accordance with Section 3.2(a), certificates representing the Stock Consideration to be issued and delivered pro rata to the PVS Shareholders or, to the extent provided in Section 11.4,, delivered to the Surviving Corporation pursuant to the terms of the Stock Pledge Agreement;
(iii) resolutions adopted by the Board of Directors of Xxxxxx authorizing and approving the Merger and the other transactions contemplated by this Agreement;
(iv) certificates of the Chief Executive Officer and Chief Financial Officer of Xxxxxx certifying as to the accuracy of the representations and warranties of Xxxxxx set forth in Article 5 hereof;
(v) the consents described in Section 7.4 hereof;
(vi) the Other Agreements contemplated by Article 6 hereof;
(vii) the Opinion of Counsel described in Section 7.5; or
(viii) all other documents, certificates, instruments and writings required to be delivered by Xxxxxx or that may be reasonably requested by PVS or the PVS Shareholders a reasonable time prior to the Closing.
Deliveries by Xxxxxx. At the Closing, Xxxxxx shall deliver to Accel the following:
(a) The Purchase Price by wire transfer of immediately available funds.
(b) The opinion of Xxxxxxx Xxxxxx & Green, P.C., counsel to Xxxxxx.
(c) A true and complete copy, certified by the Secretary or an Assistant Secretary of Xxxxxx, of the resolutions duly and validly adopted by the Board of Directors of Xxxxxx evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by Xxxxxx as contemplated hereby and the consummation of the transactions contemplated hereby.
(d) A certificate of the Secretary or an Assistant Secretary of Xxxxxx certifying the names and signatures of the officers of Xxxxxx authorized to sign this Agreement and the other documents to be delivered hereunder.
(e) The License Agreement and Servicemark Assignments referred to in Section 7.1(l), executed by Xxxxxx.
Deliveries by Xxxxxx. At the Closing, Xxxxxx shall deliver or cause to be delivered, the following:
(a) the Xxxxxx Preferred Shares in accordance with Section 2.1;
(b) a certificate of Xxxxxx and the Xxxxxx Company certifying as to the continued accuracy of the representations and warranties and compliance with covenants as required by Section 17.1 and as to the absence of any professional indemnity claim described in Section 19.1(c);
(c) the legal opinion of XxXxxxxxx, Will & Xxxxx, substantially in the form attached as Exhibit 7;
(d) a Deed of Substitute Guarantee in the form attached as Exhibit 8 hereto with respect to the Continuing Partners' guarantees of the leases for the premises located at Xxxxxxxx 0, Xxxx 0, Xxxx Xxxxxx Xxxxxx, Xxxxxx XX0;
(e) a Deed of Indemnity in the form attached as Exhibit 9 hereto in respect of the guarantee obligations of the Continuing Partners relating to Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx, Xxxxxx; and
(f) such other instruments or documents as may be necessary or reasonably appropriate to carry out the Closing.
