DELIVERIES OF PARENT AND MERGER SUB Sample Clauses

DELIVERIES OF PARENT AND MERGER SUB. At or prior to the Closing Date, Parent and Merger Sub shall deliver to the Company the following, all of which shall be in a form satisfactory to counsel to the Company: (a) Copies of the resolutions or unanimous consents of the board of directors of Parent and Merger Sub authorizing the execution, delivery, and performance of this Agreement, and all related documents and agreements and the consummation of the Merger, each certified by the respective Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) Copy of the resolutions or unanimous consent of the shareholders of Merger Sub authorizing the execution, delivery, and performance of this Agreement, and all related documents and agreements and the consummation of the Merger, certified by the Secretary of Merger Sub as being a true and correct copy of the original thereof subject to no modifications or amendments; (c) Certificates of the President of Parent and Merger Sub, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Parent and Merger Sub contained herein; (ii) as to the performance of and compliance by Parent and Merger Sub with all covenants contained herein; (iii) as to satisfaction of all conditions precedent of Parent and Merger Sub to the Closing; and (iv) that since December 31, 1997, there has been no adverse change in the business, operations, condition (financial or otherwise) or results of operations of Parent or Merger Sub that would constitute a Material Adverse Change; (d) Certificates of the Secretaries of Parent and Merger Sub, respectively, certifying as to the incumbency of the respective directors and officers of Parent and Merger Sub who have executed documents delivered at the Closing on behalf of Parent and Merger Sub; (e) Certificates dated within ten (10) days prior to the Closing Date, of the Secretary of State and Comptroller of Public Accounts of the State of Texas establishing that Merger Sub is in existence, has paid all franchise or similar taxes, if any, and otherwise is in good standing to transact business in the State of Texas; (f) Certificate dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that Parent is in existence, has paid all franchise or similar taxes, if any, and otherwise is in good standing to transaction business in the State of Delaware; (g) The Articles of Merger, executed by Merge...
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DELIVERIES OF PARENT AND MERGER SUB. At the Closing, Parent and Merger Sub shall deliver to the Company and Securityholders, all of which shall be in a form satisfactory to counsel to Parent and Securityholders:
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DELIVERIES OF PARENT AND MERGER SUB. At the Closing, Parent and Merger Sub will deliver to the Company the following items.
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DELIVERIES OF PARENT AND MERGER SUB. Simultaneously with the execution of this Agreement, Parent and Merger Sub shall deliver the following to the Company or the appropriate party: (a) a copy of resolutions of the Board of Directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, certified by the Secretary of Parent and Merger Sub as being a true and correct copy of the original thereof subject to no modifications or amendments; (b) executed Xxxxx Noncompetition Agreement; (c) executed Stock Escrow Agreement; and (d) executed Pledge Agreement.
Sample 1
DELIVERIES OF PARENT AND MERGER SUB. At the Closing, Merger Sub and Parent shall deliver to the Company and/or the Shareholders, as appropriate, the following, all of which shall be in a form satisfactory to counsel to the Company: (a) a copy of the resolutions of the Board of Directors of the Merger Sub and the resolutions of the shareholders of the Merger Sub authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Merger Sub's Secretary as being true and correct copy of the original thereof subject to no modifications or amendments; (b) the executed Noncompetition Agreements; and (c) the executed Consulting Agreements.
Sample 1

Related to DELIVERIES OF PARENT AND MERGER SUB

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Merger of Merger Sub into the Company Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the "Surviving Corporation").

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

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