DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY Sample Clauses

DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY. Contemporaneous with the execution and delivery hereof, Sellers and the Asset shall deliver the following documents to Buyer: (a) certificates representing all of the Rights, duly endorsed to Buyer and in blank or accompanied by duly executed stock powers; (b) the Non-Compete Agreement, duly executed by Budd; (c) xxx Employment Agreement, duly executed by each of Budd; (d) xxxh other documents or certificates as shall be reasonably required by Buyer or its counsel in order to close and consummate the Transaction and this Agreement.
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DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY. At the Closing, Sellers and the Company shall deliver to Purchaser the following: (a) the certificates representing all of the Seller Shares, together with appropriate stock powers attached and duly executed, and certificates representing all of the Subsidiary Shares; (b) copies of all letters, agreements or instruments presented pursuant to Section 1.04(c) as of the Closing Date; (c) a certificate of the general partner of each Seller, dated the Closing Date, stating that the execution, delivery and performance of this Agreement by such Seller was and is at such date duly authorized, and setting forth the incumbency of each person executing this Agreement, or any document required by this Section 6.02 on behalf of such Seller; (d) a copy of resolutions or other action adopted by the Company authorizing the execution, delivery and performance of this Agreement as appropriate, and a certificate of the Company, dated the Closing Date, stating that such resolutions or other action were duly adopted and are in full force and effect at such date, and setting forth the incumbency of each person executing this Agreement, or any document required by this Section 6.02 on behalf of the Company; (e) a certificate executed by an officer of the Company setting forth the truth and accuracy of the matters set forth in Sections 6.01(a)(i) and 6.01(a)(ii) hereof with respect to matters pertaining to the Company; (f) a certificate executed by the general partner of each Seller setting forth the truth and accuracy of the matters set forth in Sections 6.01(a)(i) and 6.01(a)(ii) hereof with respect to matters pertaining to such Seller; (g) the minute books, corporate seal, stock transfer books and records for the Company and each Subsidiary; (h) the resignations referred to in Section 5.04; (i) a certificate or certificates in form and substance reasonably satisfactory to Purchaser certifying that the purchase and sale of the Shares under this Agreement are exempt from withholding under Section 1445 of the Code; (j) the Trademark License Agreement substantially in the form of Exhibit A; and (k) the Escrow Agreement substantially in the form of Exhibit B.
Sample 1
DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY. The following documents shall be delivered at the Closing by Sellers and the Company:
Sample 1
DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY. Contemporaneous with the execution and delivery hereof, Sellers and the Company shall deliver the following documents to Buyer: (a) stock certificates representing all of the Shares, duly endorsed to Buyer and in blank or accompanied by duly executed stock powers; (b) a copy of (i) the Articles of Incorporation of the Company duly certified by the Secretary of State of Florida within thirty (30) days of the date hereof, and (ii) the Bylaws of the Company; (c) the Non-Compete Agreement, duly executed by Thayer; (d) the Employment Agreements, duly exxxxxxx by each of Shockley, Brock and Lord; (e) the Registration Xxxxxx Xxxxxxxnts, duly executed by each of Shockley and Brock; and (f) such other documenxx xx xxrtifixxxxx as shall be reasonably required by Buyer or its counsel in order to close and consummate the Transaction and this Agreement.
Sample 1
DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) stock certificates representing the number of shares of Acquired Stock as indicated on Schedule 2.1, each such certificate with a stock power duly endorsed in blank executed by the Seller who is the holder of the Acquired Stock represented by such certificate; (b) except as otherwise contemplated by the Employment Agreements, written resignations and releases, in a form reasonably satisfactory to Buyer, from the officers and directors of the Company; (c) the Lock-Up Agreements executed by each of the Sellers; (d) Employment Agreements duly executed by the Company, [REDACTED ***] in the form attached hereto as Exhibit C (the “Employment Agreements”); (e) Release Agreements duly executed by each of the Sellers in the form attached hereto as Exhibit D; (f) The Holdback Agreement duly executed by the Sellers and the Holdback Agent in the form attached as Exhibit E (the “Holdback Agreement”); (g) the Company's minute book, stock ledger and all other records relating the business and operations of the Company; (h) A closing certificate executed by the Company and the Sellers confirming that all of their representations, warranties and covenants contained in the Agreement are true in all material respects as of the Closing Date; (i) A Secretary's Certificate with (i) copies of the Articles of Incorporation and Bylaws of the Company, (ii) certified resolutions of the board of directors of the Company authorizing the Company to execute and deliver this Agreement, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby, (iii) a certificate of good standing for the Company issued by the Ohio Secretary of State and (iv) an incumbency certificate, duly executed and dated as of the Closing Date with respect to the officers of the Company executing the Agreement; (j) Opinions of counsel, from counsel to the Company and each of the Sellers, dated as of the Closing Date, in substantially the form of Exhibit 8.2(j) attached hereto and made part hereof; and (k) All other certificates, instruments and documents necessary or appropriate to consummate the transactions contemplated by this Agreement.
Sample 1

Related to DOCUMENTS TO BE DELIVERED BY SELLERS AND THE COMPANY

  • Further Agreements of the Company and the Underwriters (a) The Company agrees: (i) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representative with copies thereof; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal. (ii) To furnish promptly to the Representative and to counsel for the Underwriters a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (iii) To deliver promptly, without charge, to the Representative such number of the following documents as the Representative shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Securities or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representative may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and consult in good faith with the Representative to the filing. (vi) Not to make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. (vii) To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter as many copies as the Representative may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (viii) To make generally available to the Company’s security holders and to the Representative as soon as practicable but no later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including but not limited to Rule 158 under the Securities Act). For the purpose of the preceding sentence, “Availability Date” means the 60th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

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