Delivery of Interests. At the Closing, the Sellers shall deliver or cause to be delivered to Buyer, among other things:
(a) any documents or certificates evidencing ownership of all Interests in the Company owned by any Seller, including, without limitation, the Units and the originally signed Peninsula Warrant and originally signed Peninsula Note;
(b) such other documents as may be required to effect a valid transfer of all Interests by the Sellers free and clear of any and all Encumbrances (as defined in Section 2.6 hereof);
(c) general releases by all officers, managers and members of the Company of any liability of the Company to them, or any claim that they may have against the Company, except for accrued but unpaid compensation and benefits as specified in the attached SCHEDULE 1.3; and
(d) such other documents as may be required elsewhere in this Agreement or may be reasonably requested by counsel to Buyer.
Delivery of Interests. Each of the Other Investors participating in the proposed disposition shall deliver to the Company, as agent for such Other Investor, for transfer to the proposed acquiror, one or more certificates (if such Interests are certificated), properly endorsed for transfer or accompanied by transfer powers duly endorsed for transfer, with all transfer taxes paid and stamps affixed, which represent the Common Interests that such Other Investor elects to dispose of pursuant to this Section 6.1. The consummation of such proposed disposition shall be subject to the sole discretion of the Selling Investor, which shall have no liability whatsoever to any Other Investor participating therein other than (i) to obtain for such Other Investor the same terms and conditions as those obtained by the Selling Investor as set forth in the Notice of Intention to Sell or any amendment thereof communicated to the Other Investors in the manner provided for in Section 6.1(a)(ii) above; it being understood, however, that any consideration payable or otherwise deliverable to the Common Members participating in such disposition shall be shared among the Common Members in a manner consistent with the respective Interests of the Class A Common Members and the Class B Common Members in effect immediately prior to the consummation of such disposition, including, without limitation, giving effect to the priorities set forth in Section 4.5.
Delivery of Interests. In the event that the Initial Member shall exercise such right in accordance with Section 6.2(b) above, the Selling Investor shall deliver to the Company, as agent for such Selling Investor, for transfer to the Initial Member, one or more certificates (if such Interests are certificated), properly endorsed for transfer or accompanied by transfer powers duly endorsed for transfer, with all transfer taxes paid and stamps affixed, which represent the Common Interests that the Initial Member elects to purchase pursuant to this Section 6.2.
Delivery of Interests. The Members shall have delivered to the Purchaser a certificate or certificates evidencing the LLC Interests.
Delivery of Interests. Upon payment in full of the Option Price the Option Holders shall transfer to Covol all of the Interests by appropriate assignment.
Delivery of Interests. Prior to the closing date set for such disposition, the Selling Investor shall deliver to the Company, as agent for such Selling Investor, for transfer to the Company or the purchasing WCAS Investors and Vestar Investors, as the case may be (collectively, the "Purchaser"), one or more certificates (if such Interests or other equity Interest are certificated), properly endorsed for transfer or accompanied by transfer powers duly endorsed for transfer, with all transfer taxes paid and stamps affixed, which represent the Interests or other equity Interests that the Purchaser has agreed to purchase pursuant to this Section 6.2.
Delivery of Interests. Each Member shall have delivered or caused to --------------------- be delivered to Buyer as of the Closing Date the certificates or other documentation evidencing such Member's Interests, which collectively shall be all of the issued and outstanding Interest of the Company, duly authorized for transfer to Buyer or its designee, free and clear of any Liens or beneficial interests of any party.
Delivery of Interests. Delivery of the Interests shall be made by each of the Stockholders to the Purchaser at the Closing by delivering one or more original certificates in negotiable form, representing the Interests. Each such certificate evidencing the Interests shall be accompanied by stock transfer powers duly executed in blank.
Delivery of Interests. Each Seller shall have tendered all of his or her Interests, accompanied by a duly executed power of attorney over such Interests, endorsed in blank, on the Closing Date.
Delivery of Interests. At the Closing, Seller shall deliver to the Buyer a certificate representing the Interests constituting all of the outstanding membership interests of the Company, duly endorsed in blank or accompanied by stock powers (or other powers satisfactory to the Buyer) duly executed in blank, in proper form for transfer, and with all appropriate stock transfer tax stamps affixed.
