Deliveries of the Sellers. On the Closing Date, the Company or the Sellers, as applicable, shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) the following:
(i) a certificate from the Secretary of the Company, dated as of the Closing Date, in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date;
(ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days prior to the Closing Date;
(iii) a certificate from the Secretary or equivalent officer of each shareholder in a form approved by the Buyer, certifying the resolutions of the Board of Directors/Management Committees of such Seller authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby;
(iv) certificates representing the Shares, accompanied by separate stock powers duly endorsed in blank;
(v) a certification of each Seller, dated as of the Closing Date, in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2);
(vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers;
(vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company;
(viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and
(ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory to the Buyer and its legal counsel.
Deliveries of the Sellers. At the Closing, the Sellers will deliver or cause to be executed and delivered to Category 5:
Deliveries of the Sellers. On or prior to the date hereof, each and all of the Sellers shall irrevocably deliver to the Escrow Agent original executed or otherwise certified copies of the following documents (all or any of which may be waived in whole or in part by the Purchasers in their sole discretion by notice to the Sellers and the Escrow Agent):
Deliveries of the Sellers. In addition to the taking of such other actions as may be provided for in this Agreement, at the Closing:
(i) The Sellers shall deliver to the Purchaser a Bxxx of Sale, the Assignment and Assumption Agreement, and such other bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Purchaser all right, title and interest in, to and under the Purchased Assets, as well as physical possession of all of the Purchased Assets.
(ii) The Sellers shall deliver to the Purchaser the Transition Services Agreement duly executed by the Seller Parent.
(iii) The Sellers shall deliver to the Purchaser the Software License Agreement, duly executed by the Seller Parent.
(iv) The Sellers shall deliver to the Purchaser the Trademark License Agreement, duly executed by the Seller Parent.
(v) The Sellers shall deliver to the Purchaser evidence of the release, discharge or termination of all Liens on the Purchased Assets, including without limitation evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens.
(vi) The Sellers shall deliver to the Purchaser copies of the Closing Required Consents listed on Section 4.2 of the Disclosure Schedule (the “Closing Required Consents”).
(vii) The Sellers shall deliver to the Purchaser the Purchased Assets.
(viii) The Sellers shall deliver to the Purchaser the Business Records in hard copy format or in an electronic format.
(ix) The Sellers shall deliver to the Purchaser the Intellectual Property Assignment Agreement, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any Patent or Trademark constituting Intellectual Property Assets in the name of a Purchaser or designee thereof.
(x) Unless otherwise requested by the Purchaser, the Sellers shall deliver to the Purchaser resignation letters from the directors, officers and managers, as the case may be, of each of Concurrent NC and Concurrent Asia Corp, effective immediately after the Closing.
(1) If the Purchased Equity is certificated, the Sellers shall deliver to the Purchaser certificates representing the Purchased Equity, duly endorsed in blank or accompanied by stock powers or any other proper instr...
Deliveries of the Sellers. The Sellers shall deliver to the Buyer at Closing:
(i) at the Closing, an executed copy of this Agreement;
(ii) Complete list of assets to be transferred;
(iii) resolutions of the board of directors of Sellers, authorizing the execution, delivery and performance of this Agreement, each certified by the secretary of Sellers as being complete and in full force and effect on the Effective Date.
(iv) such other agreements, documents, certificates, and instruments reasonably requested by the Buyer to be delivered to the Buyer at or prior to the Closing in connection with the Sellers’ obligations under the terms of this Agreement.
Deliveries of the Sellers. At the Closing, the Sellers or EOIR (as applicable) shall have delivered or caused the delivery of the following items or shall have otherwise satisfied the following conditions:
Deliveries of the Sellers. At the Closing, the Sellers shall deliver the following items to the Buyer:
(a) The Required Consents;
(b) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(c) A certificate duly executed by the Secretary of the Sellers, attesting, with respect to the Sellers, the resolutions duly and validly adopted by the board of directors of the Sellers evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Incorporation and Bylaws, and as to names and signatures of the officers of the Buyer authorized to sign this Agreement and the other Transaction Documents to be delivered by the Buyer hereunder;
(d) A certificate with respect to the Sellers and the Company from the Secretary of their respective states of incorporation, respectively, attesting as to its valid existence and its good standing (or, as to jurisdictions that do not recognize such concept, its payment of all taxes required by the Department of Revenue) as of a date not earlier than two business days prior to the Closing Date; and
(e) The documents referred to in SECTIONS 7.1(C) and 7.1(E).
Deliveries of the Sellers. All deliveries required to have been made by the SELLERS under Section 1.5 at the Closing shall have been delivered.
Deliveries of the Sellers. The Sellers shall have made delivery to the Buyers of the documents and items specified in SECTION 9.02 of this Agreement.
Deliveries of the Sellers. The Sellers shall have delivered, or be standing ready to deliver, to the Buyer, the documents required to be delivered by the Sellers pursuant to Section 2.3.
