Delivery of Company Shares. At the Closing, the Sellers and Company shall deliver or cause to be delivered to Buyer, among other things:
(a) certificates for all the Company Shares owned by each of the Sellers, duly endorsed in blank for transfer, or with stock powers attached duly executed in blank, with all signatures notarized or, at the election of Buyer, guaranteed in the form of Exhibit B hereto;
(b) such other documents as may be required to effect a valid transfer of the Company Shares by the Sellers, free and clear of any and all liens and encumbrances;
(c) general releases by all officers, directors and stockholders of the Company of any liability of the Company to them, or any claim that they may have against the Company in the form of Exhibit C hereto; and
(d) such other documents as may be required elsewhere in this Agreement or may be reasonably requested by Buyer.
Delivery of Company Shares. Buyer shall have received delivery of the Company Shares.
Delivery of Company Shares. At the time of the Closing, Company will deliver to TKM the Company Shares.
Delivery of Company Shares. Tejas shall have delivered to the Stockholders the certificates representing the Company Shares, free and clear of all Encumbrances, duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank.
Delivery of Company Shares. The Shareholders shall have delivered to the QuadraMed Entities certificates representing all shares of Company Common Stock prior to the Closing, duly endorsed and notarized (or accompanied by duly executed and notarized stock powers)."
Delivery of Company Shares. At the Closing, the Company Shareholders shall deliver or cause to be delivered to Parent, among other things:
(a) certificates for all the Company Shares owned by each Company Shareholder, duly endorsed in blank for transfer, or with stock powers attached duly executed in blank, with all signatures notarized or, at the election of the Parent, medallion guaranteed;
(b) such other documents as may be required to effect a valid transfer of the Company Shares by the Company Shareholders, free and clear of any and all Encumbrances including, without limitation, any Encumbrances or other claims under Article 8 of the Uniform Commercial Code, provided that Parent and Merger Sub qualify as Protected Purchasers under Article 8 of the Uniform Commercial Code to the extent that the Company's representations in Section 3.3 are accurate;
(c) general releases in substantially the form of Exhibit C by all officers, directors and stockholders of the Company releasing any liability of the Company to them, or any claim that they may have against the Company; and
(d) such other documents as may be required elsewhere in this Agreement or may be reasonably requested by counsel to the Parent.
Delivery of Company Shares. The Sellers shall have delivered certificates representing 100% of the Company Shares together with appropriate stock powers therefor.
Delivery of Company Shares. At Closing, Company shall deliver certificates representing the Company Shares, which Company Shares will be restricted for a minimum of six (6) months from the date of issuance, to Shareholders as follows: Xxxx Xxxxxx Xxxx Xxxxxxx Xxxxxx 8,400,000 Xxxxxxx X. Xxxxxxxxx 8,400,000
Delivery of Company Shares. At the Closing, each Seller, severally and not jointly, shall sell, assign, transfer and deliver to the Buyer the number of the Company Shares set forth opposite such Seller's name on EXHIBIT A by delivery to the Buyer of duly executed share transfer forms relating to such Company Shares, in form and substance satisfactory to the Buyer and free and clear of all Encumbrances.
Delivery of Company Shares. Pursuant to this Agreement, at the Closing on the Closing Date, the Company will deliver to the Purchaser, among other things, two stock certificates (one certificate for 10,575,466 and the other for 100,000) in the name of Purchaser representing 10,675,466 shares of the common stock of Company. 100,000 shares are to be held and released pursuant to Paragraph 5.3 below. The Purchaser will deliver to the Company, among other things the amount of Three Million Eight Hundred Thousand Dollars ($3,800,000) by certified funds or wire transfer.
