Deliveries of Parent. At the Closing, Parent shall deliver the following to Target or the Shareholders, as applicable:
(a) the Closing Shares and the Cash Portion to the Shareholder Representative for the benefit of the Shareholders;
(b) the Noncompetition Agreement;
(c) a separate certificate of each of the President or any Vice President of Parent and Sub, dated the Closing Date, (i) as to the truth and correctness of the representations and warranties of Parent and Sub contained herein on and as of the Closing Date, (ii) as to the performance of and compliance by Parent and Sub with all covenants contained herein on and as of the Closing Date, and (iii) certifying that all conditions precedent of Parent and Sub to the Closing have been satisfied;
(d) a certificate of the Secretary of Parent certifying as to the incumbency of such officers of Parent, and as to their signatures, who have executed documents delivered at the Closing on behalf of Parent;
(e) a certificate of the Secretary of Sub certifying as to the incumbency of such officers of Sub, and as to their signatures, who have executed documents delivered at the Closing on behalf of Sub;
(f) a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Parent is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so;
(g) a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Sub is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so;
(h) an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, in form attached hereto as Exhibit 2.02(h);
(i) an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, confirming the matters set forth in Section 4.05 hereof (to include the specific language contained in such Section); and
(j) entity resolutions for Parent and Sub approving the transactions.
Deliveries of Parent. At Closing, Parent and Merger Sub shall deliver the following documents to the Company:
(a) Certificate, dated the Closing Date, executed on behalf of the Parent and Merger Sub by their Chief Executive Officer or other duly authorized officers, certifying the following: (i) the representations and warranties of Parent and Merger Sub under this Agreement are true and correct in all material respects on the Closing Date; (ii) Parent and Merger Sub have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date; and (iii) there does not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default of Event of Default, and since the Parent Balance Sheet Date, there has been no change that has or will have a Material Adverse Effect on the Parent.
(b) An opinion of Pxxxxxxx & Sxxxxxxxx LLP, counsel for Parent and Merger Sub, to the effect set forth in Exhibit D hereto.
(c) Certificates, dated the Closing Date, executed by the Secretary of the Parent and the Secretary of Merger Sub, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Merger and exchange shall have been duly made or obtained, and all material consents by third parties required for the Merger and exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement.
(d) Copies of resolutions of Parent’s and Merger Sub’s Boards of Directors, certified by the Secretary, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Merger and exchange and all other documents and instruments to be delivered by it pursuant hereto.
(e) Certificates of incumbency executed by the Secretary of Parent and the Secretary of Merger Sub certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and f...
Deliveries of Parent. At the Closing, Parent shall deliver the following to the Company or the appropriate party:
Deliveries of Parent. At the Closing:
3.2.1 Parent shall issue to Holder the Rollover Common Interests to be issued to Holder pursuant to Section 1.1.
3.2.2 Parent shall issue to Holder the Acquired Interests to be issued to Holder pursuant to Section 1.2.
3.2.3 Parent shall issue to Holder the Class A Interests to be issued to Holder pursuant to Section 1.3.
3.2.4 Parent shall issue to Holder the Holder Class B Interests to be issued to Holder pursuant to Section 1.4.
3.2.5 Parent shall execute and deliver a duly executed copy of the Parent LLC Agreement.
3.2.6 Parent shall cause the Company to execute and deliver a duly executed copy of the Second Amended Employment Agreement.
Deliveries of Parent. At the Closing, Parent will deliver to the Company:
Deliveries of Parent. Simulxxxxxxxxx xxth the execution of this Agreement, Parent shall deliver the following to the Company or the appropriate party, all of which shall be in form and substance satisfactory to Shareholder, the Company and their counsel.
(a) a copy of resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, certified by the Secretary of Parent as being a true and correct copy of the original thereof subject to no modifications or amendments; and
(b) executed Employment Agreement;
(c) executed Noncompetition Agreement;
(d) executed Lock-Up Agreement;
(e) executed representation letters of Parent, Merger Sub and Merger Sub II described in Section 7.8 below;
(f) a legal opinion of Jackson Walker L.L.P.;
(g) a copy of the instruction lettxx xxxxxxxxx xn Section 2.5(a)(i) above and the cash described in Section 2.5(a)(ii) above; and
(h) evidence that the Parent Common Stock to be issued as provided in Section 2.5(a)(i) above has been approved for listing on Nasdaq NMS.
Deliveries of Parent. At the Closing, Parent will deliver to the Company and the Stockholder Representatives, as appropriate (for the benefit of all the Stockholders):
Deliveries of Parent. (a) Concurrently herewith, Parent is delivering:
(i) to each Member and to the Company, a copy of this Agreement executed by Parent; and
(ii) to the Company, a certificate from Parent, signed by its Secretary certifying that the attached copies of Parent Charter, Parent Bylaws and resolutions of the Parent Board approving the Agreement and the Transaction, are all true, complete and correct and remain in full force and effect.
(b) At or prior to the Closing, Parent shall deliver:
(i) to the Company, letters of resignation from all officers and directors of Parent effective upon the Closing;
(ii) to each Member, certificates representing the Shares to be issued to such Member pursuant to Section 1.1;
(iii) to the Members and the Company, a certificate executed by Parent’s chief executive officer, dated as of the Closing Date, certifying the representations and covenants referred to in Section 6.1(a); and
(iv) to the Members and the Company all necessary Parent Board resolutions to elect the directors and appoint the executive officers as discussed in Section 7.6.
Deliveries of Parent. (a) Concurrently herewith, Parent is delivering to each Member and to the Company, a copy of this Agreement executed by Parent.
(b) At or prior to the Closing, Parent shall deliver:
(i) to the Company, letters of resignation from all directors of Parent effective upon the Closing other than Xxxx Xxxx;
(ii) to each Member, certificates representing the Shares to be issued to such Member pursuant to Section 1.1;
(iii) to the Members and the Company, a certificate executed by Parent’s chief executive officer, dated as of the Closing Date, certifying the representations and covenants referred to in Section 6.1(a);
(iv) to the Members and the Company all necessary Parent Board resolutions to elect the directors and appoint the executive officers as discussed in Section 7.6; and
(v) to the Members and the Company, a certified list of record holders of Parent Common Stock issued by the transfer agent and registrar of the Parent Common Stock certifying that there are no more than 4,719,359 shares of Parent Common Stock issued and outstanding as of the Closing Date.
Deliveries of Parent. At the Closing, Parent shall deliver the following, all of which shall be in a form reasonably satisfactory to the Company and the Stockholders:
a. a copy of the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and all other documents and agreements to be executed in connection herewith, certified by the Secretary of Parent as being true and correct copies of the originals thereof subject to no modifications or amendments;
b. stock certificates representing the Vision Twenty-One Common Stock.
