DELIVERIES OF THE COMPANY AND SHAREHOLDER Sample Clauses

DELIVERIES OF THE COMPANY AND SHAREHOLDER. Simultaneously with the execution of this Agreement, the Company and Shareholder shall deliver to Parent the following, all of which shall be in form and content satisfactory to Parent and its counsel: (a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Secretary of that corporation as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) certificate, dated within five days prior to the date of this Agreement, of the Secretary of State of Texas and/or Comptroller of Public Accounts establishing that the Company is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (c) executed employment agreement between Surviving Corporation and Shareholder, in substantially the form attached as Exhibit D (the "Employment Agreement"); (d) executed non-competition agreement between Parent and Shareholder, in substantially the form attached hereto as Exhibit E (the "Noncompetition Agreement"); (e) executed Lock-Up Agreement between Parent and Shareholder, in substantially the form attached hereto as Exhibit F (the "Lock-Up Agreement"); (f) soft copies of the Company's customer list and related data base; (g) soft copies of all of the Company's source codes and related documentation; and (h) a legal opinion of Gardere Wynne Sewell LLP.
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DELIVERIES OF THE COMPANY AND SHAREHOLDER. At the Closing, the Company and Shareholder (as the case may be) shall deliver to Purchaser and/or Parent, as appropriate, the following, all of which shall be in a form satisfactory to counsel to Purchaser and Parent: (a) a Bill xx Sale, in the form attached as Schedule 5.1(a); (b) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and all related documents and agreements, each certified by the Company's Secretary as being true and correct copy of the original thereof subject to no modifications or amendments; (c) a certificate, dated within five (5) days of the Closing Date, of the Secretary of State of Texas establishing that the Company is in existence, has paid all franchise taxes and otherwise is in good standing to transact business in its state of incorporation; (d) the executed Noncompetition Agreements of the Company, Shareholder, Ed Hxxxx xxx Gordxx Xx in the form attached hereto as Schedule 5.1(d); (e) a certificate of the President of the Company certifying that the Company has performed its agreements contained in this Agreement required to be performed by Closing and that the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of Closing; (f) a certificate of Shareholder certifying that Shareholder has performed his agreements contained in this Agreement required to be performed by Closing and that the representations and warranties of Shareholder contained in this Agreement shall be true and correct in all material respects on and as of Closing; (g) all authorizations, consents, approvals, permits and licenses referenced in Schedule 3.5; and (h) such other instruments of transfer as shall be necessary or appropriate, as Purchaser may reasonably request, to vest Purchaser good and marketable, title to the Assets.
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Related to DELIVERIES OF THE COMPANY AND SHAREHOLDER

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

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