Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP: (a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date; (d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied; (e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation; (f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York; (g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states; (h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27; (i) the resignations of the directors and officers of the Company as requested by APP; (j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement"); (k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1; (l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number; (m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release"); (n) intentionally omitted; and (o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the following, all of which shall be in a form reasonably satisfactory to APPPurchasers:
(ai) a copy of resolutions A duly executed warrant for each Purchaser providing for the purchase by such Purchaser of the Board number of Directors shares of the Company authorizing the executionCommon Stock set forth opposite such Purchasers name on Schedule A shall have been delivered to each such Purchaser free and clear of any Liens, delivery and performance of other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Service Purchasers;
(ii) A counterpart of the Registration Rights Agreement, which shall have been duly executed by the Company;
(iii) A fully executed “Supplemental Listing Application” approving the Underlying Shares for listing by NASDAQ;
(iv) Evidence of issuance of the Purchased Preferred Stock credited to book-entry accounts maintained by the transfer agent of the Company, bearing a restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and all related documents applicable federal and agreements state securities Laws and consummation those created by the Purchasers;
(v) A certificate of the Merger, each certified by the Secretary of the Company as being true and correct copies Company, on behalf of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the executionCompany, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, certifying as to and attaching (A) the truth and correctness certificate of incorporation of the representations and warranties Company, (B) the bylaws of the Company contained herein on and as (C) board resolutions authorizing the execution and delivery of the Effective DateTransaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Securities;
(dvi) a A certificate of the President Secretary of State of Delaware dated as of a recent date, to the effect that the Company is in good standing in its jurisdiction of formation;
(vii) A certificate of the Company Chief Financial Officer of the Company, on behalf of the Company, dated the Closing Date, (i) as certifying, in their applicable capacities, to the performance of effect that the conditions set forth in Section 2.04(a) and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (iiSection 2.04(b) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(eviii) a certificate of the Secretary of A cross-receipt executed by the Company and delivered to the Secretary of NewCo Purchasers certifying as to the incumbency of amounts that it has received from the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporationPurchasers;
(fix) certificatesAn opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, dated within ten (10) days prior counsel to the Effective DateCompany, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business includes paragraphs substantially in the state form of New York;
(g) certificatesExhibit E, dated within ten (10) days prior subject to the Effective Datecustomary assumptions, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits limitations and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omittedqualifications; and
(ox) such Such other instrument documents relating to the transactions contemplated by this Agreement as the Purchasers or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its their respective counsel shall may reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Nn Inc), Securities Purchase Agreement
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Merger Agreement (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York California for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkCalifornia;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York California to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective DateInitial Closing (except as otherwise indicated), the Company shall deliver deliver, or cause to APP be delivered, to the following, all of which shall be in a form reasonably satisfactory to APPPurchasers:
(ai) a copy duly executed copies of resolutions Project Financing Documents for each of the Board of Directors Projects (other than any Delayed Projects) that are in effect as of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendmentsInitial Closing Date;
(bii) a copy construction progress report in respect of resolutions any Project that has not yet achieved Commercial Operation as of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendmentsInitial Closing Date;
(ciii) a certificate of the President an officer of the Company Company, dated as of the Initial Closing Date, certifying as to and attaching (A) the truth and correctness Certificate of Formation of the representations Company, (B) the Company LLC Agreement, (C) resolutions authorizing the execution and warranties delivery of the Company contained herein on Transaction Documents and as the consummation of the Effective Datetransactions contemplated thereby, including the issuance to the Class A Purchaser of the Class A Purchased Units and the Aggregate Class B Purchased Units and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, as applicable, setting forth the name and title and bearing the signatures of such officers;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(eiv) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency State of the directors and officers State of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificatesDelaware, dated within ten (10) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Initial Closing Date, to the effect that such Stockholder the Company is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification numberin good standing in the State of Delaware;
(mv) an officer’s certificate of the Company, dated as of the Initial Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Company) have been satisfied; and
(vi) a fully executed Stockholder Release by copy of the Stockholders Star Moon Holdings A&R LLC Agreement, substantially in substantially the form attached hereto as Exhibit G (D, provided that, to the "Stockholder Release");
(n) intentionally omitted; and
(o) extent that the Star Moon Holdings A&R LLC Agreement executed and delivered at the Initial Closing includes changes relative to the form attached hereto as Exhibit D that would reasonably be expected to reduce Projected Class B Cash Flow, such other instrument or instruments of transfer prepared by APP as changes shall be necessary subject to the approval (not to be unreasonably, withheld, conditioned or appropriatedelayed) of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent set forth in Section III of this AgreementSchedule A hereto)).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Nextera Energy Partners, Lp)
Deliveries of the Company. At or prior to the Effective Date, the The Company shall deliver to APP Buyer at the following, all of which shall be in a form reasonably satisfactory to APPClosing:
(ai) a Special warranty deeds substantially in the form attached hereto as Exhibit E duly executed and acknowledged by the Company, conveying to Buyer all of the Company’s right, title, and interest in the Purchased Owned Real Property;
(ii) A xxxx of sale substantially in the form attached hereto as Exhibit F duly executed and acknowledged by the Company, conveying to Buyer all of the Company’s right, title, and interest in the personal property included in the Purchased Assets;
(iii) Physical possession of all of the Purchased Assets capable of passing by delivery with the intent that title in such Purchased Assets shall pass by and upon delivery;
(iv) An assignment and assumption agreement (the “Assignment and Assumption Agreement”) substantially in the form attached hereto as Exhibit G duly executed by the Company under which the Company assigns and Buyer assumes the Assumed Liabilities;
(v) All consents required, if any, to the assignment of the Purchased Assets to be assigned to Buyer at the Closing;
(vi) A copy of resolutions the resolution of the Board board of Directors directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related other documents and agreements contemplated hereby, and the consummation of the Mergertransactions contemplated hereby and thereby, each certified by the Secretary secretary or an assistant secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendmentsCompany;
(bvii) a copy Documentation evidencing the release of resolutions of all liens on the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendmentsPurchased Assets that are not Permitted Liens;
(cviii) a certificate of the President of An opinion from counsel to the Company dated the Closing Datein form and substance as set forth in Exhibit H attached hereto, as addressed to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing DateBuyer, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Northland Cranberries Inc /Wi/)
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective Closing Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors appropriate governing body of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary an authorized officer of NewCo certifying as to the incumbency of the directors managers and officers of such corporation Newco and as to the signatures of such directors managers and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York Kansas for the Company and NewCo establishing that each such corporation entity is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkKansas;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation entity is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section ------- 3.27;; ----
(i) the resignations of the directors and officers of the Company as requested by APP;; 35 41
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York Kansas to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective DateExcept as otherwise noted in this Section 8.1, at Closing, the Company shall deliver or cause to APP be delivered to Vision Twenty-One the following, all of which shall be in a form reasonably satisfactory to APPVision Twenty-One:
(a) a. a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related other documents and agreements and consummation of the Mergerto be executed in connection herewith, each certified by the Secretary of the Company as being a true and correct copies copy of the originals original thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) b. a certificate of the President an officer of the Company and of the Stockholders, dated the Closing Date, as to certifying the truth and correctness accuracy of the their respective representations and warranties of the Company contained herein herein, on and as of the Effective Closing Date;
(d) c. a certificate of the President an officer of the Company and of the Stockholders, dated the Closing Date, certifying (i) as to the performance of and compliance in all material respects by the Company them with all covenants contained herein on and as of the Effective Closing Date and (ii) certifying that all conditions precedent required by of the Company and Stockholders to be satisfied shall the Closing have been satisfied;
(e) d. a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of each such corporation and as to the signatures of such directors and officers who have executed documents delivered at pursuant to the Closing Agreement on behalf of that corporationthe Company;
(f) certificatese. a certificate, dated within ten fifteen (1015) days prior to of the Effective Closing Date, of the Secretary of State of New York for Jersey certifying that the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise taxes and is in good standing to transact business in shall be delivered as promptly as practicable after the state of New YorkClosing;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either f. certificates representing the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is Common Stock together with stock powers duly endorsed in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release blank by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omittedStockholders; and
(o) g. such other instrument or instruments of transfer prepared by APP Vision Twenty-One as shall be necessary or appropriate, as APP Vision Twenty-One or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the followingPurchasers:
(i) An opinion from Xxxxxx & Xxxxxx, all of L.L.P., counsel for the Company, substantially in the form attached hereto as Exhibit A, which shall be in a form reasonably satisfactory addressed to APP:the Purchasers and dated the Closing Date;
(aii) a copy of resolutions A counterpart of the Board Registration Rights Agreement, which shall have been duly executed by the Company;
(iii) Evidence of Directors issuance of the Company authorizing Purchased Shares credited to book-entry accounts maintained by the executiontransfer agent of the Company, delivery bearing a restrictive notation meeting the requirements of the Securities Act, free and performance clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Service Agreement and all related documents and agreements and consummation Purchasers;
(iv) A certificate of the Merger, each certified by the Secretary or Assistant Secretary of the Company as being true and correct copies Company, on behalf of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the executionCompany, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, certifying as to and attaching (A) the truth and correctness certificate of incorporation of the representations Company, (B) the bylaws of the Company, (C) board resolutions authorizing the execution and warranties delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company contained herein on setting forth the name and as title and bearing the signatures of the Effective Datesuch officers;
(dv) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a A certificate of the Secretary of the Company and the Secretary State of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificateseach applicable state, dated within ten (10) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder each of the Company and its Material Subsidiaries is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification numberin good standing in its jurisdiction of formation;
(mvi) an executed Stockholder Release by A certificate of the Stockholders Chief Financial Officer of the Company, on behalf of the Company, dated the Closing Date, certifying, in substantially their applicable capacities, to the form attached hereto as Exhibit G (effect that the "Stockholder Release"conditions set forth in Section 2.03(b), Section 2.04(a), Section 2.04(b), 2.04(c)and 2.04(d) have been satisfied;
(nvii) intentionally omittedA cross-receipt executed by the Company and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and
(oviii) such Such other instrument documents relating to the transactions contemplated by this Agreement as the Purchasers or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its their respective counsel shall may reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective Dateeach Closing (except as otherwise indicated), the Company shall deliver deliver, or cause to APP be delivered, to the followingPurchasers with respect to the Series B Preferred Shares to be sold and purchased on such Closing Date:
(i) an executed opinion from Xxxxxx & Xxxxxx LLP, all of counsel for the Company, in substantially the form and substance reasonably satisfactory to the Purchasers, which shall be in a form reasonably satisfactory addressed to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery Purchasers and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the applicable Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(dii) at the Initial Closing, evidence that the Company has adopted and filed the Series B Certificate of Designations with the Secretary of State of the State of Delaware and that the Series B Certificate of Designations is in full force and effect;
(iii) at the Initial Closing, evidence that the Company, as the sole managing member of Rosehill Operating, has approved, and that Rosehill Operating has adopted the Rosehill Operating LLC Agreement, and that the Rosehill Operating LLC Agreement is in full force and effect;
(iv) evidence of issuance of the Purchased Shares to each Purchaser credited to book-entry accounts maintained by the Company;
(v) a secretary’s certificate of the President of the Company Company, dated the applicable Closing Date, (i) certifying as to and attaching (A) the performance articles of incorporation of the Company, (B) the Bylaws and compliance in all material respects by (C) resolutions authorizing the Company with all covenants contained herein on execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares;
(vi) an officer’s certificate of the Company, dated as of the Effective Date and (iiapplicable Closing Date, certifying in his or her applicable capacity, to the effect that the conditions set forth in Section 2.03(b) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(evii) a certificate of the Secretary of the Company and the Secretary State of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificatesDelaware, dated within ten two (102) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the applicable Closing Date, to the effect that such Stockholder the Company is a United States citizen in good standing (or a resident alien (and thus not a foreign personcertificate of similar import) and providing such Stockholder's United States taxpayer identification numberin Delaware;
(mviii) an executed Stockholder Release at the Initial Closing, payment of both (i) the Up-Front Fee and (ii) the Purchasers’ Transaction Expense Amount in respect of the Initial Closing, payable by wire transfer of immediately available funds to the Stockholders account(s) designated in substantially advance of the form attached hereto as Exhibit G (the "Stockholder Release")Initial Closing Date by EIG Management Company, LLC or their designee;
(nix) intentionally omittedat each Subsequent Closing, payment of the Purchasers’ Transaction Expense Amount in respect of such Subsequent Closing, payable by wire transfer of immediately available funds to an account designated in advance of such Subsequent Closing Date by the Purchasers; and
(ox) such other instrument or instruments of transfer prepared a cross-receipt executed by APP the Company and delivered to the Purchasers certifying as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreementamounts that it has received from the Purchasers.
Appears in 1 contract
Samples: Series B Redeemable Preferred Stock Purchase Agreement (Rosehill Resources Inc.)
Deliveries of the Company. At or prior to the Effective DateTime, the Company shall deliver to APP Tatonka the following, all of which shall be in a form reasonably satisfactory to APPTatonka:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein in this Agreement on and as of the Effective DateTime;
(dc) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein in this Agreement on and as of the Effective Date Time and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(ed) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(fe) certificates, dated within ten (10) days prior to the Effective DateTime, of the Secretary of State of New York Texas for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkTexas;
(gf) certificates, dated within ten (10) days prior to the Effective DateTime, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(hg) all authorizations, consents, approvals, permits and licenses referenced in Section 3.273.23;
(ih) the resignations of the directors and officers of the Company as requested by APPTatonka;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(ki) executed Certificates Articles of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(oj) such other instrument or instruments of transfer prepared by APP Tatonka as shall be necessary or appropriate, as APP Tatonka or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (Tatonka Energy Inc)
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the following, all of which shall be in a form reasonably satisfactory to APPPurchaser:
(ai) The Warrants, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchaser;
(ii) A counterpart of the Board Observer Agreement in the form attached hereto as Exhibit C (the “Board Observer Agreement”), which shall have been duly executed by the Company;
(iii) A fully executed “Supplemental Listing Application” approving the Underlying Shares for listing by Nasdaq;
(iv) Evidence of issuance of the Purchased Preferred Stock credited to book-entry accounts maintained by the transfer agent of the Company, bearing a copy restrictive notation meeting the requirements of the Securities Act, free and clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Purchaser;
(v) A certificate of the Secretary of the Company, on behalf of the Company, dated the Closing Date, certifying as to and attaching (A) the certificate of incorporation of the Company, (B) the bylaws of the Company and (C) resolutions of the Board of Directors authorizing the execution and delivery of the Company authorizing the execution, delivery and performance of this Agreement Transaction Documents and the Service Agreement and all related documents and agreements and consummation of the Mergertransactions contemplated thereby, each certified by including the issuance of the Purchased Securities, the Redemption and the execution and delivery of the New Credit Agreement;
(vi) A certificate of the Secretary of State of Delaware dated as of a recent date, to the effect that the Company as being true and correct copies is in good standing in its jurisdiction of the originals thereof subject to no modifications or amendmentsformation;
(bvii) a copy A certificate of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo State of Delaware dated as being true and correct copies of a recent date, evidencing the filing of the originals thereof subject to no modifications or amendmentsCertificate of Designation;
(cviii) a A certificate of the President Chief Financial Officer of the Company Company, on behalf of the Company, dated the Closing Date, as certifying, in their applicable capacities, to the truth effect that the conditions set forth in Section 2.04(a) and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(dSection 2.04(b) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(eix) a certificate of the Secretary of A cross-receipt executed by the Company and certifying that it has received the Secretary of NewCo certifying as to Purchase Price from the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporationPurchaser;
(fx) certificatesAn opinion of Bass, dated within ten (10) days prior Xxxxx & Xxxx PLC, counsel to the Effective DateCompany, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business includes paragraphs substantially in the state form of New YorkExhibit E, subject to customary assumptions, limitations and qualifications;
(gxi) certificates, dated within ten (10) days prior to Evidence that the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omittedRedemption shall have been effected; and
(oxii) such Such other instrument documents relating to the transactions contemplated by this Agreement as the Purchaser or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its their counsel shall may reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective Date, the each Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York Maryland for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkMaryland;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York Maryland to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective DateClosing, the Company and Joint Representatives shall deliver to APP Parent the following, all of which shall be in a form reasonably and content satisfactory to APPParent and its counsel:
(a) a copy of resolutions of the Board of Directors of the Company and the Security holders authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Mergeragreements, each certified by the Secretary of the Company that corporation as being true and correct copies of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Closing Date;
(dc) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Closing Date and (ii) certifying that all conditions precedent required by of the Company to be satisfied shall the Closing have been satisfied;
(ed) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificatescertificate, dated within ten (10) five days prior to of the Effective Closing Date, of the Secretary of State of New York for Delaware establishing that the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, taxes and otherwise is in good standing to transact business in the its state of New Yorkincorporation;
(ge) certificates, dated within ten (10) five days prior to of the Effective Closing Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation the Company is qualified to do business and, if applicable, and is in good standing as a foreign corporation in each of such states;
(hf) all authorizations, consents, approvals, permits and licenses referenced in Section 3.273.7 of the Company Disclosure Schedules;
(g) the Exchange Agent Agreement executed by the Company;
(h) Resignations of the directors of the Company and each of its Subsidiaries and such officers as requested by Parent;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP Parent or its counsel shall reasonably request, to carry out vest in Parent good and effect marketable title to the purpose and intent of this AgreementCompany Securities.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York California for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkCalifornia;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
34 40 (i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York Texas for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkTexas;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York Texas to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;; 35 42
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the followingPurchasers:
(i) An opinion from Vxxxxx & Exxxxx, all of L.L.P., counsel for the Company, substantially in the form attached hereto as Exhibit A, which shall be in a form reasonably satisfactory addressed to APP:the Purchasers and dated the Closing Date;
(aii) a copy of resolutions A counterpart of the Board Registration Rights Agreement, which shall have been duly executed by the Company;
(iii) Evidence of Directors issuance of the Company authorizing Purchased Shares credited to book-entry accounts maintained by the executiontransfer agent of the Company, delivery bearing a restrictive notation meeting the requirements of the Securities Act, free and performance clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Service Agreement and all related documents and agreements and consummation Purchasers;
(iv) A certificate of the Merger, each certified by the Secretary or Assistant Secretary of the Company as being true and correct copies Company, on behalf of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the executionCompany, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, certifying as to and attaching (A) the truth and correctness certificate of incorporation of the representations Company, (B) the bylaws of the Company, (C) board resolutions authorizing the execution and warranties delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company contained herein on setting forth the name and as title and bearing the signatures of the Effective Datesuch officers;
(dv) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a A certificate of the Secretary of the Company and the Secretary State of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificateseach applicable state, dated within ten (10) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder each of the Company and its Material Subsidiaries is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification numberin good standing in its jurisdiction of formation;
(mvi) an executed Stockholder Release by A certificate of the Stockholders Chief Financial Officer of the Company, on behalf of the Company, dated the Closing Date, certifying, in substantially their applicable capacities, to the form attached hereto as Exhibit G (effect that the "Stockholder Release"conditions set forth in Section 2.03(b), Section 2.04(a), Section 2.04(b), 2.04(c)and 2.04(d) have been satisfied;
(nvii) intentionally omittedA cross-receipt executed by the Company and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and
(oviii) such Such other instrument documents relating to the transactions contemplated by this Agreement as the Purchasers or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its their respective counsel shall may reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Strategic Value Partners, LLC)
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
; 35 42 (f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Deliveries of the Company. At or prior to the Effective Closing Date, the Company shall deliver to APP Purchaser c/o Dinsmore & Shohl LLP, counsel to Purchaser, the following, all of which shall be in a form reasonably and substance satisfactory to APPPurchaser:
(a) 10.1.1 a copy of resolutions of the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Mergertransactions contemplated hereby, each 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 copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) 10.1.2 a certificate of the President of the Company Company, dated the Closing Date, as to the truth and correctness in all material respects of the representations and warranties of the Company contained herein on and as of the Effective Closing Date;
(d) 10.1.3 a certificate of the President of the Company Company, dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Closing Date and (ii) certifying that all conditions precedent required by of the Company to be satisfied shall the Closing have been satisfied;
(e) 10.1.4 a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
10.1.5 The Company shall execute, acknowledge and deliver the following documents relating to title of the Assets:
(fi) certificatesdeeds, bills of sale and assignments sufficient to convey to Purchaser good, valid and marketable fee simple to all Assets free and clear of all liens, mortgages, pledges, encumbrances, security interests, covenants, easements, right of way, equities, options, rights of first refusal restrictions, special tax or governmental assessments, defects in title and other burdens, except for exceptions permitted by Purchaser; and
(ii) an assignment and assumption agreement whereby the Company shall convey and Purchaser shall assume and covenant to fully perform and comply with the Assumed Liabilities, including but not limited to, the assumption of the Retention Agreements.
10.1.6 an opinion of Xxxx, Stettinius & Hollister, counsel to the Company, dated within ten (10) days prior to as of the Effective Closing Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing pursuant to transact business in the state of New YorkSection 8.4;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) 10.1.7 all necessary authorizations, consents, approvals, permits and licenses referenced in Section 3.27licenses, including without limitation, those necessary for the assignment of the Company's real property leases and the Contracts;
(i) 10.1.8 the resignations of the directors and officers of the Company as requested Information Letter required by APPSection 7.1.2;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) 10.1.9 such other instrument or instruments of transfer prepared by APP Purchaser as shall be necessary or appropriate, as APP Purchaser or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement; and
10.1.10 Employment Agreements between the Designated Employees and Purchaser in substantially the form attached hereto as Exhibit 10.1.10.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the followingPurchasers:
(i) An opinion from DLA Piper LLP (US), all of counsel for the Company, substantially in the form attached hereto as Exhibit A, which shall be in a form reasonably satisfactory addressed to APP:
the Purchasers and dated the Closing Date; (aii) a copy of resolutions An counterpart of the Board Registration Rights Agreement, which shall have been duly executed by the Company; (iii) A fully executed “Supplemental Listing Application” approving the Purchased Shares for listing by NASDAQ; (iv) Evidence of Directors issuance of the Company authorizing Purchased Shares credited to book-entry accounts maintained by the executiontransfer agent of the Company, delivery bearing a restrictive notation meeting the requirements of the Securities Act, free and performance clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Service Agreement and all related documents and agreements and consummation Purchasers; (v) A certificate of the Merger, each certified by the Secretary or Assistant Secretary of the Company as being true and correct copies Company, on behalf of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the executionCompany, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, certifying as to and attaching (A) the truth and correctness certificate of incorporation of the representations Company, (B) the bylaws of the Company, (C) board resolutions authorizing the execution and warranties delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company contained herein on setting forth the name and as title and bearing the signatures of the Effective Date;
such officers; (dvi) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a A certificate of the Secretary of the Company and the Secretary State of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificateseach applicable state, dated within ten (10) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder each of the Company and its Material Subsidiaries is a United States citizen or a resident alien in good standing in its jurisdiction of formation; (vii) A certificate of the Chief Financial Officer and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release by the Stockholders Treasurer of the Company, on behalf of the Company, dated the Closing Date, certifying, in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably requesttheir applicable capacities, to carry out and the effect that the purpose and intent of this Agreement.conditions set forth in Section 2.03(c), Section 2.04(a), Section 2.04(b), 2.04(c)and 2.04(d) have been satisfied; 10
Appears in 1 contract
Samples: Share Purchase Agreement
Deliveries of the Company. At or prior to On the Effective Closing Date, the Company shall deliver will have delivered to APP Parent and Merger Sub the following, all of which shall be following in a form and substance reasonably satisfactory to APPParent and Merger Sub:
(a) the Escrow Agreement, duly executed by the Representative and the Company;
(b) the certificate referenced in Sections 5.1.1(a) and 5.1.1(b);
(i) a certified copy of the articles of incorporation of the Company, certified by the Colorado Secretary of State; and (ii) copies of the following, in each case, certified by a senior officer of the Company: (A) the bylaws of the Company, (B) duly adopted resolutions of the Board board of Directors directors of the Company authorizing the execution, execution and delivery and performance of this Agreement and the Service Agreement other Transaction Documents and all related documents the performance of its obligations hereunder and agreements and consummation thereunder, (C) duly adopted resolutions of the Merger, each certified by the Secretary shareholders of the Company as being true adopting and correct copies approving this Agreement, and (D) a list of the originals thereof subject directors and officers authorized to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Datesign agreements together with their specimen signatures;
(d) a certificate of the President of status, compliance, good standing or like certificate with respect to the Company issued by the appropriate Governmental Authority in its jurisdiction of incorporation and each jurisdiction in which the Company carries on its Business as identified in Schedule 3.1.1;
(e) an opinion of counsel to the Company, dated the Closing Date, (i) as addressed to the performance of Parent, in form and compliance substance acceptable to Parent, acting reasonably and in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporationgood faith;
(f) certificatesall Consents described in Schedule 3.1.7, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New Yorkunless waived by Parent;
(g) certificates, dated within ten (10) duly executed resignations effective as of the Closing Date of each director and officer of the Company specified by Parent in writing at least two days prior to the Effective Closing Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) evidence of termination of all authorizationsexisting stockholder agreements, consentsinvestor rights agreements, approvalsand any and all other existing voting agreements, permits proxies and licenses referenced in Section 3.27similar documents to which the Company is a party with respect to the Company Shares;
(i) the resignations a Letter of the directors and officers of the Company as requested Transmittal duly executed by APPeach Holder;
(j) the a Lock-up Agreement duly executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");each Holder; and
(k) executed Certificates all other documentation and evidence reasonably requested by Parent in order to establish the due authorization and completion of Merger necessary to effect and effectively implement the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release transactions contemplated by the Stockholders in substantially the form attached hereto as Exhibit G (the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Merger Agreement
Deliveries of the Company. At or prior to the Effective DateClosing, the Company shall deliver deliver, or cause to APP be delivered, to the followingPurchasers:
(i) An opinion from DLA Piper LLP (US), all of counsel for the Company, substantially in the form attached hereto as Exhibit A, which shall be in a form reasonably satisfactory addressed to APP:the Purchasers and dated the Closing Date;
(aii) a copy of resolutions An counterpart of the Board Registration Rights Agreement, which shall have been duly executed by the Company;
(iii) A fully executed “Supplemental Listing Application” approving the Purchased Shares for listing by NASDAQ;
(iv) Evidence of Directors issuance of the Company authorizing Purchased Shares credited to book-entry accounts maintained by the executiontransfer agent of the Company, delivery bearing a restrictive notation meeting the requirements of the Securities Act, free and performance clear of any Liens, other than transfer restrictions under this Agreement and applicable federal and state securities Laws and those created by the Service Agreement and all related documents and agreements and consummation Purchasers;
(v) A certificate of the Merger, each certified by the Secretary or Assistant Secretary of the Company as being true and correct copies Company, on behalf of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the executionCompany, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, certifying as to and attaching (A) the truth and correctness certificate of incorporation of the representations Company, (B) the bylaws of the Company, (C) board resolutions authorizing the execution and warranties delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Shares, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company contained herein on setting forth the name and as title and bearing the signatures of the Effective Datesuch officers;
(dvi) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a A certificate of the Secretary of the Company and the Secretary State of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificateseach applicable state, dated within ten (10) days Business Days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;
(i) the resignations of the directors and officers of the Company as requested by APP;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit F, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APP, the Company and NewCo in the State of New York to address regulatory and compliance issues (the "Service Agreement");
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury and dated as of the Closing Date, to the effect that such Stockholder each of the Company and its Material Subsidiaries is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification numberin good standing in its jurisdiction of formation;
(mvii) an executed Stockholder Release by A certificate of the Stockholders Chief Financial Officer and the Treasurer of the Company, on behalf of the Company, dated the Closing Date, certifying, in substantially their applicable capacities, to the form attached hereto as Exhibit G (effect that the "Stockholder Release"conditions set forth in Section 2.03(c), Section 2.04(a), Section 2.04(b), 2.04(c)and 2.04(d) have been satisfied;
(nviii) intentionally omittedA cross-receipt executed by the Company and delivered to the Purchasers certifying as to the amounts that it has received from the Purchasers; and
(oix) such Such other instrument documents relating to the transactions contemplated by this Agreement as the Purchasers or instruments of transfer prepared by APP as shall be necessary or appropriate, as APP or its their respective counsel shall may reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Deliveries of the Company. At or prior to the Effective DateClosing Time, the Company shall deliver will have delivered to APP the following, all of which shall be Purchaser the following in a form and substance reasonably satisfactory to APPthe Company:
(a) the certificate referenced in Section 5.1.1(b);
(i) a certified copy of the articles of incorporation of the Company, certified by the Colorado Secretary of State; and (ii) copies of the following, in each case, certified by a senior officer of the Company: (A) the by-laws of the Company, (B) duly adopted resolutions of the Board board of Directors directors and shareholders of the Company authorizing the execution, execution and delivery and performance of this Agreement and the Service Agreement other Transaction Documents and all related documents the performance of its obligations hereunder and agreements thereunder and consummation (C) a list of the Merger, each certified by the Secretary of the Company as being true directors and correct copies of the originals thereof subject officers authorized to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendmentssign agreements together with their specimen signatures;
(c) a certificate of the President of status, compliance, good standing or like certificate with respect to the Company issued by the appropriate Governmental Authority in its jurisdiction of incorporation and each jurisdiction in which the Company carries on its Business as identified in Schedule 3.3.1;
(d) an opinion of counsel to the Company, dated the Closing Date, as addressed to the truth Purchaser, the Agents and correctness of the representations Offering Purchasers and warranties of the Company contained herein on in form and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as substance acceptable to the performance of Purchaser, acting reasonably and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfiedgood faith;
(e) a certificate of all Consents described in Schedule 3.3.8, unless waived by the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporationPurchaser;
(f) certificatesthe ACG Option Agreement, dated within ten (10) days prior to duly executed by the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New YorkCompany;
(g) certificatesthe NSH Option Agreement, dated within ten (10) days prior to duly executed by the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such statesCompany;
(h) all authorizationsthe Investor Rights Agreement, consents, approvals, permits and licenses referenced in Section 3.27duly executed by the Company;
(i) duly executed resignations effective as at the resignations Closing Time of the directors each director and officers officer of the Company as requested specified by APPthe Purchaser in writing at least two days prior to the Closing Date;
(j) the executed Service Agreement in substantially the form attached hereto as Exhibit Fevidence of termination of all existing stockholder agreements, as revised in accordance with changes reasonably deemed necessary or advisable by legal counsel retained by APPinvestor rights agreements, and any and all other existing voting agreements, proxies and similar documents to which the Company and NewCo in is a party with respect to the State of New York to address regulatory and compliance issues (the "Service Agreement");Purchased Shares; and
(k) executed Certificates of Merger necessary to effect the Merger referred to in Section 2.1;
(l) a nonforeign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, of each Stockholder, signed under a penalty of perjury all other documentation and dated as of the Closing Date, to the effect that such Stockholder is a United States citizen or a resident alien (and thus not a foreign person) and providing such Stockholder's United States taxpayer identification number;
(m) an executed Stockholder Release evidence reasonably requested by the Stockholders Purchaser in substantially order to establish the form attached hereto as Exhibit G (due authorization and completion of and effectively implement the "Stockholder Release");
(n) intentionally omitted; and
(o) such other instrument or instruments of transfer prepared transactions contemplated by APP as shall be necessary or appropriate, as APP or its counsel shall reasonably request, to carry out and effect the purpose and intent of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement
