Documents to be Delivered by Company. At the Closing, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Company. At the Closing, the Company shall deliver to PFC the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to PFC as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as PFC shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Nevada dated as of the most recent practicable date.
Documents to be Delivered by Company. At the Closing, the Company shall deliver to SOLS the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to SOLS as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as SOLS shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Korea dated as of the most recent practicable date.
(e) The audited financial statements for the years ending 2010 and 2011 and the unaudited six (6) month period as of June 30, 2012 as prepared by EFP Rxxxxxxxx for inclusion in the Company’s 8K that will be filed at the Closing.
(f) A certificate, executed by the President and Chief Financial Officer of the Company, that the disclosure in the 8K to filed at the Closing does not contain any untrue statement of a material fact and does not omit to state any material facts necessary in order to make the 8K not misleading, as to those facts and statement that pertain to the Company.
Documents to be Delivered by Company. On the Closing Date, each Company shall deliver, or cause to be delivered, to Purchasers, the following:
(a) An opinion of legal counsel to Company, substantially in the form attached hereto as EXHIBIT D.
(b) Resolutions of the Manager of Company, certified by the Secretary or Assistant Secretary of the Manager, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party.
(c) Certificates of good standing showing that Company and each Subsidiary is organized and in good standing in the jurisdiction of its organization.
(d) Copies of the organizational documents of Company and each Subsidiary, certified, as applicable, as of a recent date by the applicable Secretary of State of the jurisdiction of organization and copies of Company's and each Subsidiary's operating agreement, certified by the Secretary or Assistant Secretary of Company or the Subsidiary, as applicable, as true and correct as of the Closing Date.
Documents to be Delivered by Company. At the Closing, Company and Sellers shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) Stock Certificate(s). Stock certificates representing all of the outstanding shares of the Stock, duly endorsed in blank or otherwise acceptable for transfer, with all restrictive legends (if any) (other than legends with respect to the Securities Act) either removed or properly canceled.
Documents to be Delivered by Company. At the Closing, Company shall deliver to the Shareholder the following:
(a) A certificate of the Secretary of Company dated the Closing Date as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by an officer of Company, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company (i) authorizing the execution and delivery of this Agreement and the performance by Company of its obligations hereunder, (ii) electing the person designated by the Company as a director of Company effective as of the Closing Date, (iii) electing the persons designated by the Company as directors of Company effective ten (10) days after the filing with the SEC of an Information Statement pursuant to Section 14(f) of the Exchange Act (the "Section 14(f) Information Statement") and distribution thereof to the Company shareholders, and (iv) electing the persons designated by the Company as officers of Company effective as of the Closing Date, certified by its Secretary;
(d) Resignation of one of Company's directors effective as of the Closing Date; resignations of the remaining directors of Company effective ten (10) days after the filing and distribution of the Section 14(f) Information Statement; and resignations of Company's officers effective as of the Closing Date.
(e) A certificate of good standing of Company from the Secretary of State of Delaware dated as of the most recent practicable date;
(f) A current report on Form 8-K disclosing the completion of the transactions contemplated by this Agreement which has been approved by all Parties and Company's auditors and is ready for filing with the SEC;
(g) A Lock-Up Agreement, in form and substance satisfactory to the Company and Company, signed by each of Company's officers and directors, pursuant to which each officer and director agrees that he will not sell any shares of Company capital stock own...
Documents to be Delivered by Company. On the Separation Date or such later date as Company and Maxtor agree, Company will deliver, or will cause its appropriate Subsidiaries to deliver, to Spinco all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTS"):
(a) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENT") substantially in the form attached to the Merger Agreement as Schedule 1;
(b) A duly executed Tax Sharing Agreement substantially in the form attached to the Merger Agreement as Schedule 3;
(c) A duly executed Transitional Services Agreement substantially in the form to the Merger Agreement as Schedule 4;
(d) A duly executed Intellectual Property Agreement substantially in the form attached to the Merger Agreement as Schedule 5;
(e) A duly executed Indemnification Agreement substantially in the form attached to the Merger Agreement as Schedule 6;
(f) Resignations from their positions with Spinco and its Subsidiaries of each person who is an officer or director of Spinco or its Subsidiaries, immediately prior to the Separation Date and who will be employees of Company or its Subsidiaries (but not Spinco or its Subsidiaries) from and after the Separation Date;
(g) Resignations from their positions with the Company and its Subsidiaries of each person who is an officer or director of the Company or its Subsidiaries immediately prior to the Separation Date, and who will be employees of Spinco or its Subsidiaries (but not Company or its Subsidiaries) from and after the Separation Date; and
(h) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof.
Documents to be Delivered by Company. At the Closing, Company shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) STOCK CERTIFICATE(S). Stock certificates representing all of the Stock.
Documents to be Delivered by Company. At the Closing, Company and Seller shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) A copy of the opinion, dated as of the Closing Date, of the independent financial advisor to the ESOP to the effect that as of the Closing Date the Purchase Price is not less than the fair market value of the Shares, and the Contemplated Transactions are fair to the ESOP from a financial point of view.
(b) An opinion of Duttxx & Xverxxx, X.C., counsel to the Company, substantially in the form of Exhibit 7.4(b).
(c) An opinion of Ludwxx Xxxxxxxx & Xrenxxx, xxunsel to the ESOP, in the form of Exhibit 7.4(c).
(d) Fully executed Mortgage Releases, UCC-3 Termination Statements, and other releases necessary to release all liens on and security interests in assets of the Acquired Companies.
(e) Stock Certificate(s). Shares certificates representing all of the outstanding shares of the Shares, duly endorsed in blank or otherwise acceptable for transfer, with all restrictive legends (if any) either removed or properly canceled.
Documents to be Delivered by Company. At or prior to the Closing, the Company shall deliver or cause to be delivered to Parent:
