Deliveries of Purchaser at Closing. At Closing, Purchaser shall deliver or cause to be delivered to and in favour of Vendor the following:
(a) a cash payment equal to the Cash Amount plus the cash amount payable pursuant to Section 2.2(d), to the account designated pursuant to Section 2.3, and documentation evidencing payment thereof;
(b) if applicable, a share certificate representing the Share Consideration issued in the name of Vendor pursuant to the terms hereof, and bearing the following legend: “THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE CLOSING DATE].”
(c) a certified copy of a resolution of the board of directors of the general partner of Purchaser authorizing the Transaction;
(d) a certificate substantially in the form of Schedule B signed by a senior officer of the general partner of Purchaser;
(e) the AMI Assignment, signed by Purchaser and Parent;
(f) the Partnership Agreement Assignment, signed by Purchaser, XX Xxxxxxx and XX Xxxxx;
(g) the Allocation Agreement, signed by XX Xxxxxxx, XX Xxxxx and Purchaser;
(h) the Mutual Release, signed by XX Xxxxxxx and XX Xxxxx;
(i) fully executed drafts of the amending agreements between Parent and Parent’s bank credit facility lenders and senior noteholders, which have been redacted by counsel to Parent, evidencing that the Purchaser Lender Approval has been granted;
(j) acknowledgment from the Acquisition Financers that the definitive documentation providing for the Purchaser Financing has been entered into; and
(k) any and all other items which may be specifically required hereunder or as may be reasonably requested by Vendor pursuant to this Agreement.
Deliveries of Purchaser at Closing. At Closing, Purchaser shall deliver, or cause to be delivered, to Sellers or the Persons designated below, as applicable:
(a) Written evidence that Purchaser has instructed its transfer agent to issue the Purchaser Common Stock Consideration and the Purchaser Preferred Stock Consideration to Sellers pursuant to Section 3.1, with such restrictive legends thereon as Purchaser may reasonably require;
(b) A counterpart to this Agreement, duly executed by an authorized officer of Purchaser;
(c) A counterpart to the Master Netting Agreement;
(d) A termination of the Shared Services Agreement effective as of the Closing;
(e) Delivery of (or delivery of other evidence reasonably satisfactory to Sellers of) all governmental approvals, including approval under the HSR Act (the “Governmental Approvals”), consents, notices and other items in accordance with Article VI;
(f) A Fairness Opinion concluding that the Purchase Price to be paid by Purchaser is fair to the stockholders of Purchaser;
(g) Fully executed copies of all consents required under any contract or agreement of Purchaser in connection with the transactions contemplated by this Agreement (the “Purchaser Consents”), and
(h) Such other documents or instruments as Sellers may reasonably require.
Deliveries of Purchaser at Closing. Subject to the conditions to Purchaser's obligations in Article IV, at Closing, on or before the Closing Date, Purchaser shall:
(a) make the contributions to the Company specified in Sections 1.2(b), 1.2(c) and 1.2(d);
(b) wire transfer to the Company in immediately available funds, to an account designated by the Company, up to $4,000,000 (in the discretion of the Company);
(c) deliver to the Company and Weinxxxxx x Xhareholders' Agreement executed by Purchaser;
(d) a certificate executed by the Secretary of Purchaser ("Purchaser Secretary's Certificate") of Purchaser in the form and substance of Exhibit 1.5(d);
(e) a certificate executed by the President of Purchaser (Purchaser "Officer's Certificate") the form and substance of Exhibit 1.5(e);
Deliveries of Purchaser at Closing. At the Closing, unless otherwise indicated, Purchaser shall deliver to GANZ the following: (i) certificates for the 2,385 shares of Series C Preferred Stock and for 10,000 shares of its Common Stock registered in the name of GANZ, to be provided within 10 days following the date of Closing; (ii) an executed. Registration Rights Agreement in the form of Exhibit D hereto; (iii) an executed Securities Purchase Agreement, dated the date of the Closing, in the form of Exhibit E hereto; (iv) an Assignment and Assumption Agreement within 45 days following the date of closing, whereby Purchaser will assume and agree to pay amounts due or becoming due under leases of the Assets from Hewlett Packard or its affiliates (which amounts shall be deducted from the Series C Preferred Shares to be issued to Stanford Venture Capital Holdings, Inc.) and under operating leases from Sunrise; (v) a maximum of two thousand ($2,000.00) dollars in the aggregate, which shall be tendered to the counsel of Stanford Venture Capital Holdings, Inc., towards the payment of a legal opinion of Nevada counsel to the Purchaser, addressed to GANZ, Stanford Venture Capital Holdings, Inc., and Xxx Xxxxxxx, to be obtained within 45 days following the date of Closing; and (v) such other documents as may be reasonably requested by GANZ in order to evidence the consummation of the transactions contemplated herein.
Deliveries of Purchaser at Closing. At Closing and unless otherwise waived in writing by Seller, Purchaser shall deliver to Seller the following:
(a) the portion of the Purchase Price to which Seller is entitled at the Closing pursuant to Section 2.2, and Purchaser shall deliver funds to the other payees as contemplated by Schedule 2.2 and/or the Closing Statement;
(b) the certificates and documents required to be delivered by Purchaser pursuant to Article VIII; and
(c) such other instruments and documents as Seller reasonably deems necessary to effect the transactions contemplated hereby.
Deliveries of Purchaser at Closing. At the Closing Purchaser shall deliver or cause to be delivered:
(a) the Aggregate Consideration in accordance with Sections 2.03(a), 2.03(e) and 2.03(f) herein;
(b) to the Sellers’ Representative, a certificate of good standing, or equivalent certificate, for the Purchaser and Parent, dated within ten (10) calendar days or the Closing Date, issued by the appropriate Governmental Authority, and resolutions of the Board of Directors of the Purchaser and Parent, authorizing and approving the transactions contemplated hereby;
(c) Employment Agreement A duly executed by the Purchaser, shall be delivered to Mxxxxxx Xxxxx; and Employment Agreement B duly executed by the Purchaser, shall be delivered each of the following Sellers: Kxxxxxxx Xxxxx, Txxxxxx Xxxxxxx, Jxxxx Xxxxxxxxxx, Dxxxx Xxxx and Lxxxxxx Xxxxx;
(d) that number of shares of Parent Common Stock determined in accordance with Section 2.03(a)(ii), which shall be issued and distributed among the Sellers in the proportions and share amounts set forth in Schedule 2.03(a)(ii) opposite each Seller’s name;
(e) the Flow of Funds Memorandum, duly executed by the Purchaser;
(f) to the Sellers’ Representative (for the benefit of the Sellers), the Indemnity Escrow Agreement duly executed by the Purchaser and the Escrow Agent;
(g) to Mxxxxxx Xxxxx, Noncompetition Agreement A, duly executed by Purchaser;
(h) to each of Jxxxxxxx Xxxxxx, Kxxxxxxx Xxxxx, Txxxxxx Xxxxxxx, Jxxxx Xxxxxxxxxx, Dxxxx Xxxx and Lxxxxxx Xxxxx, Noncompetition Agreement B, duly executed by Purchaser; and
(i) the certificate referenced in Section 10.03(a) herein, signed by the Purchaser.
Deliveries of Purchaser at Closing. At the Closing, PURCHASER shall deliver to SELLER (in addition to any other deliveries required under this Agreement):
(a) The Closing Payment, against appropriate receipt therefor;
(b) Resolutions of the Board of Directors of PURCHASER approving the execution, delivery and performance of this Agreement, the Ancillary Agreements to which it is a party and each of the other documents referred to herein to which PURCHASER is a party, accompanied by a certificate of incumbency as to the identity and authority of the persons authorized by PURCHASER to enter into this Agreement and the Ancillary Agreements to which it is a party on its behalf, certified by PURCHASER's corporate Secretary or Assistant Secretary;
(c) The legal opinion substantially in the form of Schedule 9.3(c) hereto; and
(d) Executed counterparts of each of the Ancillary Agreements set forth on Schedule 9.2(f).
Deliveries of Purchaser at Closing. At Closing, Purchaser will deliver, or cause to be delivered, to Seller the following: (1) the Cash Portion; (2) the Promissory Note; (3) the Debenture; (4) the Assumption Agreement duly executed by Purchaser; (5) the Guaranty; (6) the Parent Guaranty; (7) the Security Agreement together with appropriate UCC-1 financing statements duly executed by the Purchaser; (8) the executed Contracts for Deed and all other documents and instruments to be executed and delivered by Purchaser in connection therewith; (9) the executed Employment Agreements; (10) certified copies of resolutions duly adopted by the boards of directors of Purchaser and Parent approving this Agreement and the transactions described in and contemplated by this Agreement; (11) a certificate, signed by the president of Purchaser, certifying that (A) all representations and warranties made by Purchaser in this Agreement are true and correct as of the Closing Date (B) all obligations and covenants of Purchaser required to be performed or complied with on or prior to the Closing Date have been performed or complied with by Purchaser, and (C) Seller has not taken any action which Purchaser had agreed not to take prior to the Closing Date; (12) reasonably current good standing certificates issued by the Secretary of State of Minnesota with respect to each of Parent and Purchaser and by the appropriate governmental office of each of the states in which Parent or Purchaser is authorized to conduct business; (13) cash or other immediately available funds to pay in full the principal and accrued interest due on the notes payable by the Seller to its officers, directors and shareholders; and (14) such other documents and items as are reasonably necessary or appropriate to effect the transactions contemplated hereby or which may be necessary under local law.
Deliveries of Purchaser at Closing. At the Closing, Purchaser will deliver to the Company
(a) the Purchase Price; and
(b) the Patent Agreement, executed by Purchaser.
Deliveries of Purchaser at Closing. REPRESENTATIONS AND ------------------- WARRANTIES OF SELLER AS TO THE ACQUIRED COMPANIES -------------------------------------------------
