Deliveries of the Company and the Shareholder Sample Clauses

Deliveries of the Company and the Shareholder. At or prior to the Closing, the Company and the Shareholder shall deliver to the Acquiring Companies the following:
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Deliveries of the Company and the Shareholder. At or prior to the Closing, the Company and the Shareholder shall deliver, or shall cause the New PC to deliver, as the case may be to the Acquiring Companies the following:
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Deliveries of the Company and the Shareholder. At or prior to September 30, 1997, the Company and the Shareholder shall deliver to Vision 21 and the Subsidiary, c/o Shxxxxxx, Xxop & Kendxxxx, XXP, counsel to Vision 21 and the Subsidiary, the following, all of which shall be in a form reasonably satisfactory to Vision 21 and the Subsidiary and shall be held by Shumxxxx, Xxop & Kendxxxx, XXP in escrow pending Closing, pursuant to an escrow agreement or letter in form and substance mutually acceptable to the parties hereto: a. a copy of resolutions of the Board of Directors of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Transaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; b. a certificate of the President of the Company, and of the Shareholder, dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company and the Shareholder contained herein, on and as of the Closing Date; c. a certificate of the President of the Company, and of the Shareholder, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company and the Shareholder with all covenants contained herein on and as of the Closing Date and (ii) certifying that all conditions precedent of the Company and the Shareholder to the Closing have been satisfied; d. a certificate of the Secretary of the Company certifying as to the incumbency of the directors and officers of the Company and as to the signatures of such directors and officers who have executed documents delivered pursuant to the Agreement on behalf of the Company; e. a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the state of incorporation for the Company establishing that the Company is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in its state of organization; f. an executed Contingent Consideration Escrow Agreement in substantially the form attached hereto as Exhibit 12.1(f); 42 g. such appropriate documents of transfer, including bills of sale, endorsements, assignments, drafts, checks or other instruments, as to all of the Assets, and any other appropriate instruments in such reasonable or customary form as shall be requested by Vision 21 and it...
Sample 1
Deliveries of the Company and the Shareholder. At or prior to the Closing, the Company and the Shareholder shall deliver to AHC the following, all of which shall be in a form satisfactory to counsel to AHC and AHC Sub: (a) 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 Secretary as being true and correct copies of the original thereof; (b) certificates of the President of the Company and of the Shareholder, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of the Company and the Shareholder contained herein; (ii) as to the performance of and compliance by the Company and the Shareholder with all covenants contained herein; and (iii) certifying that all conditions precedent of the Company and the Shareholder to the Closing have been satisfied; (c) a certificate of the Secretary of the Company certifying as to the incumbency of the directors and officers of the Company and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of the Company; (d) a certificate, dated within 10 days of the Closing Date, of the Secretary of the State of North Carolina establishing that the Company is in existence and is in good standing to transact business in its state of incorporation; (e) an opinion of counsel to the Company and the Shareholder, in form and substance reasonably satisfactory to AHC and its counsel;
Sample 1

Related to Deliveries of the Company and the 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:

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

  • 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”).

  • 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:

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

  • 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 Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • 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:

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