Documents to be Delivered by the Company. The Company shall deliver the following documents to Purchaser at the Closing:
Documents to be Delivered by the Company. At the Closing, the Company shall deliver, or cause to be delivered, to Purchaser the following:
(i) an instrument of assignment and xxxx of sale, in form and substance reasonably acceptable to Purchaser, with respect to the Transferred Assets;
(ii) a limited warranty deed for the Real Estate, in statutory form, duly executed by Paddock Properties, and all affidavits or other documentation reasonably required by Purchaser and Purchaser’s title company to consummate the transfer of fee simple and valid title to the Real Estate to Purchaser in accordance with this Agreement;
(iii) an intellectual property assignment agreement, in form and substance reasonably acceptable to Purchaser, with respect to transferred Intellectual Property;
(iv) affidavits of non-foreign status that comply with Section 1445 of the Code and IRS Forms W-9, in each case, duly executed by each Seller;
(v) certificates (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed on behalf of the Company certifying as to the fulfillment of the conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c), as applicable;
(vi) copies of all consents, approvals and notices listed on Schedule 3.5(b)(vi), in each case, in form and substance reasonably satisfactory to Purchaser;
(vii) payoff letters reflecting the final amount due as of the Closing Date for each item of Indebtedness comprising the Debt Amount, and copies of Lien releases in respect thereof;
(viii) evidence of the transfer of sponsorship of the Company’s 401(k) Plan to Purchaser;
(ix) a counterpart to the Escrow Agreement, duly executed by the Company;
(x) a counterpart to the Non-Compete Agreement, duly executed by Xxxxx X. Xxxxxxx; and
(xi) subject to Section 6.20, either (A) a recorded copy of the easement granted by Paddock Properties in favor of STC V or (B) a counterpart of the Easement entered into by Purchaser in favor of Paddock Properties.
Documents to be Delivered by the Company and the Vendors prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Company and the Vendors shall also execute and deliver or cause to be delivered to Acquirer’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Acquirer, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Company Stock to the Acquirer free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) all documentation as may be necessary and as may be required by the solicitors for the Acquirer, acting reasonably, to ensure that all of the Company Stock has been transferred, assigned and are registerable in the name of and for the benefit of the Acquirer under all applicable corporate and securities laws;
(b) certificates representing the Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Acquirer and/or irrevocable stock powers transferring the Company Stock to the Acquirer;
(c) certificates representing the Company Stock registered in the name of the Acquirer;
(d) a certified copy of the resolutions of the shareholders, if necessary, of the Company authorizing the transfer by the Vendors to the Acquirer of the Company Stock;
(e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books of the Company;
(f) a copy of the audited Company’s Financial Statements for the fiscal year ended December 31, 2008, and unaudited Financial Statements for the three month period ended March 31, 2009;
(g) all remaining Business Documentation; and
(h) all such other documents and instruments as the Acquirer’s solicitors may reasonably require.
Documents to be Delivered by the Company. On or before the Closing, the Company will deliver or cause to be delivered to the Parent:
(a) all reasonable consents or approvals required to be obtained by the Company for the purposes of completing the Merger and preserving and maintaining the interests of the Parent under any and all Company Material Contracts and in relation to Company Assets;
(b) an officers certificate containing articles, bylaws, and certified copies of such resolutions of the shareholders and directors of the Company as are required to be passed to authorize the execution, delivery and implementation of this Agreement;
(c) an acknowledgement from Company of the satisfaction of the conditions precedent set forth in section 6.01 hereof;
(d) such other documents as Parent may reasonably require to give effect to the terms and intention of this Agreement.
Documents to be Delivered by the Company the Company agrees to deliver to Nanotailor on the Closing Date the following:
Documents to be Delivered by the Company. Prior to the Effective Date, the Company shall have delivered or cause to be delivered to Investor the following documents, each of which must be satisfactory to Investor and Investor’s counsel in form, substance and execution:
Documents to be Delivered by the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:
(a) either (i) stock certificates representing the Shares and Third Party Shares, duly endorsed in blank or accompanied by stock transfer powers or (ii) transfer documents in a form agreed to by the parties and in accordance with applicable Law evidencing the irrevocable transfer of the Shares by the applicable transferor and Third Party Shares pursuant to this Agreement;
(b) the certificate referred to in Section 7.2(c);
(c) the written resignations of each of the directors of each Purchased Company;
(d) the certificates referred to in Section 7.2(g);
(e) certificates of good standing with respect to each Purchased Company that is organized under the Laws of a State within the United States;
(f) an Assignment and Assumption Agreement, in the form attached hereto as Exhibit D (the “Assignment and Assumption Agreement”); and
(g) agreements between the Company and the Purchaser evidencing the transfer of any Company Intellectual Property transferred pursuant to this Agreement, in forms reasonably satisfactory to the Purchaser.
Documents to be Delivered by the Company. At the Closing, the Company shall have delivered to Parent and Merger Sub the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by the Company. At the Closing, the Company shall have delivered to LGLC the following documents, in each case duly executed or otherwise in proper form:
(A) Certificate(s). Certificates representing the Option Shares.
Documents to be Delivered by the Company. At the Closing, the Company shall deliver to Purchaser the following:
(a) duly executed certificates representing the Shares, in form satisfactory to Purchaser;
(b) the duly executed Notes;
(c) the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, and the Bylaws of the Company and resolutions of the Board of Directors and the stockholders of the Company approving this Agreement and the transactions contemplated hereby, certified (in form and substance reasonably satisfactory to Purchaser) by the Secretary of the Company;
(d) certificates issued by appropriate governmental authorities evidencing the good standing of the Company in each state where the Company is doing business, as of a date not more than fourteen (14) days prior to the Closing Date and where possible a confirming telegram as of the Closing Date;
(e) the certificate referred to in Section 6.2(c); and
(f) such other documents as Parent or Purchaser shall reasonably request.
