Common use of Deliveries of the Parties Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pantheon Arizona Corp.), Agreement and Plan of Merger (Pantheon China Acquisition Corp.), Agreement and Plan of Merger (China Cord Blood Corp)

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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 Alpha Parties certificates representing in the aggregate the right, title and interest in and to all the outstanding Target Shares Securities free and clear of all Liens, (ivii) GM BVI the Selling Shareholders shall deliver to the Pantheon Alpha Parties a copy of resolutions of the board of directors of GM BVI each such respective entity authorizing the transfer of such Target Shares Securities owned by it, (viii) the Target shall deliver to the Pantheon Alpha Parties a duly certified copy of the updated register of members of the Target reflecting the acquisition by Pantheon Cayman Alpha Bermuda of the Target SharesSecurities, and (viiv) Pantheon Cayman Alpha Bermuda shall deliver to the Selling Shareholders a duly certified copy copies of (a) the register of members of Pantheon Cayman Alpha Bermuda reflecting the issuance of the Initial Equity Payment to the Selling Shareholders; (b) the constitutional documents of Alpha Bermuda including its Certificate of Continuance, Memorandum of Continuance and Bye-laws; (c) the Certificate of Deposit of Memorandum of Increase of Share Capital showing sufficient authorized share capital for the Conversion, Share Exchange and Deferred Stock Payments; (d) the Register of Directors and Officers, and shall also deliver to the Selling Shareholders the cash consideration specified in Section 5.1 above.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Security Group CORP)

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