Deliveries of Shareholders. 12 Section 3.3
Deliveries of Shareholders. At the Closing, in addition to the other actions contemplated elsewhere herein, Company and the Shareholders shall deliver or cause to be delivered to Parent: (a) stock certificates representing all of the issued and outstanding shares of the Company Stock, in accordance with and subject to the provisions of Section 2.4, and (b) all the agreements, documents and instruments required to be delivered by the Shareholders and/or Company under Section 7.2.
Deliveries of Shareholders. At the Closing, Shareholders shall deliver to Fairfield:
(i) a certificate executed by each Shareholder certifying that the representations and warranties set forth in Sections 3.2 and 3.3 are true and correct on and as of the Effective Time, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Effective Time and that Shareholders have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed or complied with or satisfied by them for the benefit of Fairfield at or prior to the Effective Time;
(ii) the Employment Agreements set forth in Section 6.3(g), each executed by the appropriate Shareholder; and
(iii) the Escrow Agreement, executed by Shareholders.
Deliveries of Shareholders. The Shareholders have delivered to Buyer and, to the extent any Shareholder is a party thereto, has executed:
(i) stock transfer forms, duly completed and executed by the registered holders, in favor of the Buyer (or such person as it may direct) in respect of the Shares;
(ii) an indemnity (in a form satisfactory to the Buyer) from each of the Shareholders that share certificates evidencing the Shares owned by the Shareholders were never issued;
(iii) the escrow agreement in the form of Exhibit A (the “Escrow Agreement”) executed by the Shareholder Representative, for the benefit of the Shareholders;
(iv) the Ancillary Documents, each duly executed by the Shareholder and other parties identified therein, as applicable;
(v) an English law governed power of attorney, in a form acceptable to Xxxxx, duly executed by each Shareholder authorizing Buyer to exercise such Shareholder’s respective rights as shareholder of the Company for the period from Closing to the date on which the relevant Shares sold by that Shareholder under the terms of this Agreement are registered in the name of Buyer;
(vi) all consents, authorizations, orders and approvals referred to in Schedule 2.2(a), each in a form acceptable to Buyer;
(vii) written resignations of the directors and secretaries (if applicable) of each Company Group Member, effective as of the Closing, each in a form acceptable to Buyer;
(viii) a copy of each power of attorney (in a form acceptable to Buyer) entered into by any Shareholder who is not a direct signatory to this Agreement and under which any document (including this Agreement) is to be executed on behalf of such Shareholder and delivered to the Buyer;
(ix) in accordance with article 29.7 of the Company’s articles of association, a duly executed written board resolution of the Company in the agreed form, dealing with the matters set out in Section 2.2(b), together with copies of all shareholder resolutions and all other consents or approvals (if any) referred to in such minutes;
(x) the Closing Indebtedness Certificate and the Closing Transaction Expenses Certificate, each duly executed by an authorized officer of the Company;
(xi) payoff and release letters from the holders of any Indebtedness that (i) reflect the amounts required in order to pay in full such Indebtedness and (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the assets of each Company Group Member shall be terminated and of no further force and e...
Deliveries of Shareholders. At the Closing, the Shareholders shall deliver to the Parent the following documents:
(a) An executed Copy of this Agreement; and
(b) A duly executed copy of a Share Transfer Separate, transferring their Company Shares to the Parent. In the event that eighty percent (80%) interest of the Shareholders deliver the foregoing to the Parent at closing, the remaining Shareholders may deliver their deliveries to Parent within fourteen (14) days of the closing. Faxed copies will be treated as originals for the purpose of Closing.
Deliveries of Shareholders. At the Closing, Shareholders shall --------------------------- deliver to Fairfield:
(i) a certificate or certificates representing each Shareholder's shares of Ocean Ranch Common Stock outstanding immediately prior to the Effective Time.
(ii) a certificate executed by each Shareholder certifying that the representations and warranties set forth in Sections 3.2 and 3.3 are true and correct on and as of the Effective Time, with the same force and effect as though such representations and warranties had been made on, as of and with reference to the Effective Time and that Shareholders have performed and complied with all covenants and agreements and satisfied all conditions required by this Agreement to be performed or complied with or satisfied by them for the benefit of Fairfield at or prior to the Effective Time;
(iii) the Release, executed by the Shareholders and their affiliates; and
(iv) the Assumption Agreement, executed by the Delegees and the Obligee.
