Deliveries of the Parties Sample Clauses
Deliveries of the Parties. At the Closing, (i) the Warrantors (directly and/or through their nominees) shall deliver to the Pantheon Parties the various certificates, opinions, instruments, agreements and documents referred to in Section 14.2 below, (ii) the Pantheon Parties shall deliver to the Warrantors, as applicable, the various certificates, opinions, instruments, agreements and documents referred to in Section 14.1 below, (iii) the Selling Shareholders shall deliver to the Pantheon Parties certificates representing in the aggregate the right, title and interest in and to all the outstanding Target Shares free and clear of all Liens, (iv) GM BVI shall deliver to the Pantheon Parties a copy of resolutions of the board of directors of GM BVI authorizing the transfer of such Target Shares owned by it, (v) the Target shall deliver to the Pantheon Parties a duly certified copy of the updated register of members of the Target reflecting the acquisition by Pantheon Cayman of the Target Shares, and (vi) Pantheon Cayman shall deliver to the Selling Shareholders a duly certified copy of the register of members of Pantheon Cayman reflecting the issuance of the Initial Equity Payment to the Selling Shareholders.
Deliveries of the Parties. At the Closing, (i) the CAMAC Parties shall deliver or cause to be delivered to the PAPI Parties, the certificates, opinions, instruments, agreements and documents required by Article IX hereof and (ii) the PAPI Parties shall deliver or cause to be delivered to the CAMAC Parties, the Cash Consideration, the Consideration Shares and the certificates, opinions, instruments, agreements and documents required by Article IX hereof.
Deliveries of the Parties. (a) Purchaser shall deliver, or cause to be delivered, each of the following:
(i) on the Bringdown Date, to Seller and the Company, a certificate executed by a duly authorized officer of Purchaser as to the satisfaction of the conditions set forth in Section 1.1(a) and Section 1.1(b) as of the Bringdown Time;
(ii) on the Bringdown Date, to Seller and the Company, each of the items required to be delivered by Parent or Purchaser pursuant to Section 6.8, Section 6.9, Section 6.10 and Section 6.11; and
(iii) as provided in Section 2.5 (as amended by Amendment No. 1), to each applicable Person, payment or issuance, as applicable, of the closing payments and issuances set forth in Section 2.5.
(b) The Company shall deliver, or cause to be delivered, to Purchaser each of the following on the Bringdown Date:
(i) a certificate executed by a duly authorized officer of the Company as to the satisfaction of the conditions with respect to the Company set forth in Section 1.1(a) and Section 1.1(b) as of the Bringdown Time;
(ii) “payoff letters” in customary form (the “Payoff Letters”) specifying the aggregate amounts of the Company’s obligations in respect of Indebtedness that will be outstanding as of the Closing and confirming that all associated Liens will be terminated upon receipt of the amounts set forth therein;
(iii) from the recipients of any Transaction Expenses, an invoice or statement setting forth: (A) the amounts required to pay off in full on the Closing Date, the Transaction Expenses owing to such recipient or other payee and wire transfer information for such payment and (B) upon payment of such amounts, a customary release of the Company, and a Tax form on IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable; and
(iv) the Employment Offer Documents required by Section 8.2(j), which shall become effective as of the Closing.
(c) Seller shall deliver, or cause to be delivered, to Purchaser each of the following:
(i) on the Bringdown Date and dated as of the Closing Date, the Purchased Interests (which delivery may be satisfied, in the event that the Purchased Interests are not certificated, by evidence that the records of the Company have been updated to reflect Purchaser’s ownership of the Purchased Interests);
(ii) on the Bringdown Date, a certificate executed by a duly authorized officer of Seller as to the satisfaction of the conditions with respect to Seller set forth in Section 1.1(a) and Section 1.1(b) as of the Bringdown Time; (i...
Deliveries of the Parties. At the Closing, (i) the Seller Parties (directly and/or through its nominees) shall deliver to Zoom (a) the various certificates, opinions, instruments, agreements and documents referred to in Section 10.2 below and (b) a certificate representing the right, title and interest in and to the JL Shares, free and clear of all Liens, and (ii) Zoom and Zoom Telephonics shall deliver to the Seller Parties (a) the various certificates, opinions, instruments, agreements and documents referred to in Section 10.1 below and (b) a certificate representing the right, title and interest in and to the Equity Payment, free and clear of all Liens.
Deliveries of the Parties. At the Closing, (i) the MT Parties (directly and/or through their nominees) shall deliver to the WEBXU Parties all stock certificates representing the MT Shares duly endorsed (or with executed stock powers) so as to make WEBXU the sole owner thereof, together with the various certificates, instruments, agreements and documents referred to in Section 8.2 below, and (ii) the WEBXU Parties shall deliver to the MT Parties the various other certificates, instruments, agreements and documents referred to in Section 8.1 below.
Deliveries of the Parties. At the Closing each entity comprising the Seller shall deliver to the Buyer and the Buyer shall deliver to the Seller all such approvals, consents, novations, assurances, and such other instruments of conveyance and transfer as counsel for the Buyer shall reasonably request and shall be effective to vest in the Buyer and Seller's rights, title and interest in the Assets.
Deliveries of the Parties. At the Closing,
(a) the Company and the Selling Equity Holder shall deliver to Parent certificates representing the right, title and interest in and to the Company Capital Stock set forth on Exhibit A to the Contribution Agreement, free and clear of all Liens;
(b) the Company and the Selling Equity Holder shall deliver to Parent the original Company Convertible Notes set forth on Exhibit A to that Contribution Agreement dated as of February 8, 2012, by and among the Company, the Selling Equity Holder and the Members (the “Contribution Agreement”);
(c) Parent shall deliver stock certificates representing the Parent Preferred Stock Consideration less the Escrowed Shares to the Selling Equity Holder;
(d) the Selling Equity Holder, each of the Members and each of the Company Warrant Holders shall execute and deliver an Investor Questionnaire in the form attached hereto as Exhibit E (the “Investor Questionnaire”);
(e) Parent and each of the Parent Investors shall execute and deliver a Subscription Agreement;
(f) the Parent Investors shall deliver to Parent the consideration set forth in their respective Subscription Agreements;
(g) Parent shall deliver stock certificates to the Parent Investors representing the shares of Parent Common Stock purchased by each Parent Investor pursuant to the applicable Subscription Agreements;
(h) Parent, the Company and the Company Warrant Holders shall execute and deliver the Parent Warrant Agreement;
(i) the Company Warrant Holders shall deliver the Warrants to the Company for cancellation;
(j) the Selling Equity Holder shall execute and deliver the Parent Lockup Letter with respect to the shares received by the Selling Equity Holder in the Equity Exchange, in the form attached hereto as Exhibit F (the “Selling Equity Holder Parent Lockup Letter”);
(k) the Parent Investors shall execute and deliver the Parent Lockup Letter with respect to the shares of Parent Common Stock purchased by the Parent Investor in connection with the Subscription Agreements, in the form attached hereto as Exhibit G (the “Parent Investor Lockup Letter”);
(l) Parent shall deliver a certificate signed by its president and chief financial officer certifying (A) that the Parent Series D Conversion has occurred, (B) a notice of irrevocable mandatory cash redemption for all outstanding shares of the Parent Series A Preferred Stock and Parent Series B Preferred Stock has been delivered providing for such redemption in full to occur on or before February 13, ...
Deliveries of the Parties. Upon closing of and exercise of the Fair Market Value Purchase Option, or other sale of Assets to Lessee,
(1) Lessor shall deliver to Lessee a xxxx of sale with respect to the Assets (the “Xxxx of Sale”), duly executed by Lessor, after Lessor’s receipt of full payment of the lease payments and the Fair Market Value Purchase Price from Lessee, or the receipt of payment of the negotiated Fair Market Value Purchase Price as indicated in paragraph 1.1(f)4 or 1.1(f)5.
(2) Lessor will arrange for crating and/or shipment of the Assets to Lessee using Lessee’s instructions for use of a freight forwarder per paragraphs 4.6 (a) and 4.6(b).
(3) Each party shall deliver to the other party such other documents and certificates as the other party may reasonably request.
Deliveries of the Parties. At the Closing, (i) the THREADPOINT Parties (directly and/or through their nominees) shall deliver to the WEBXU Parties all stock certificates representing the THREADPOINT Shares duly endorsed (or with executed stock powers) so as to make WEBXU the sole owner thereof, together with the various certificates, instruments, agreements and documents referred to in Section 8.2 below, and (ii) the WEBXU Parties shall deliver to the THREADPOINT Parties the various other certificates, instruments, agreements and documents referred to in Section 8.1 below.
Deliveries of the Parties. At the Closing, (i) the ADJUICE Parties (directly and/or through their nominees) shall deliver to the BYOC Parties all stock certificates representing the ADJUICE Shares duly endorsed (or with executed stock powers) so as to make BYOC the sole owner thereof, together with the various certificates, instruments, agreements and documents referred to in Section 8.2 below, and (ii) the BYOC Parties shall deliver to the ADJUICE Parties, as applicable, stock certificates representing the Transaction Shares, in the denominations listed on Schedule 1.1, and the various other certificates, instruments, agreements and documents referred to in Section 8.1 below.