Documents to be Delivered by the Shareholders Sample Clauses

Documents to be Delivered by the Shareholders. At the Closing, each Shareholder shall deliver to SOLS stock certificate(s) representing the number of Company Shares set forth opposite the name of such Shareholder on Schedule A hereto, together with such letters of transmittal, stock powers and other documents as are necessary to effect the transfer thereof to SOLS.

Documents to be Delivered by the Shareholders. In --------------------------------------------- addition to any other documents or records required to be delivered hereunder, the Shareholders shall deliver or cause to be delivered to PPD or Subsidiary at Closing (or as otherwise provided for herein): (1) Stock certificates representing all of the issued and outstanding shares of MRL Stock. Each certificate representing shares shall be endorsed in blank for effective cancellation and accompanied by such other assignments as PPD may reasonably request. (2) The employment agreement with Xxxx X. Xxxxx, M.D., Ph.D. attached as Exhibit 6.4, duly executed by and binding upon him in ----------- accordance with its terms. (3) The Assignment, Assumption and Amendment of Lease and Consent of Lessor attached as Exhibit 6.14, duly executed by Xxxx X. Xxxxx, ------------ M.D., Ph.D. and binding upon him in accordance with its terms. (4) All books and records of MRL including, without limitation, the stock book and ledger, the corporate seal, minutes book and books of account. (5) The written consents required from those persons, Governmental Entities or other entities whose consent or approval shall be required to effect the Merger and to consummate the transactions contemplated by this Agreement. (6) A certificate of existence of MRL certified by the State of Kentucky and dated as of a date no more than fifteen (15) days prior to the Closing Date. (7) Copies of the resolutions duly adopted by the sole director of MRL and the Shareholders, certified as of the Closing Date by the Secretary of MRL, evidencing the approval and authorization of the execution of this Agreement, the consummation of the transactions contemplated by this Agreement and the taking of all necessary action (corporate and otherwise) to enable MRL and the Shareholders to comply with all of the terms of this Agreement. (8) The General Escrow Agreement duly executed by and binding upon each Shareholder. (9) The Registration Rights Agreement duly executed by and binding upon each Shareholder. (10) Written terminations effective as of the Closing Date of all employment agreements between MRL and Xxxxxx Xxxx and Xxx Xxxxxxxxxx. (11) Written terminations effective as of the Closing Date of all consulting agreements with Roblinda Consulting, Ltd., T2 Data Consult BVBA and Medical Applications Consultants, Inc. (12) Written terminations effective as of the Closing Date of all buy-sell agreements and shareholders' agreements which have been executed by an...

Documents to be Delivered by the Shareholders. At the Closing, the Shareholders shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form: (a) STOCK CERTIFICATE(S). Stock Certificates representing the Shares, duly endorsed for transfer or with duly executed stock powers attached.

Documents to be Delivered by the Shareholders. At the Closing, the Shareholders shall execute (or cause to be executed on their behalf), where necessary or appropriate, and deliver to the Purchaser each and all of the following: (i) A bring-down certificate in the form of Exhibit D hereto signed by the Shareholders and the Companies, and dated as of the Closing Date; (ii) The certificates evidencing the Stock duly endorsed by the Shareholders in blank or accompanied by assignments separate from certificate duly endorsed in blank and the minute book and stock book for each Company; (iii) A copy certified by the Secretaries of the Companies of the duly adopted resolutions of the Boards of Directors of each Company approving this Agreement and authorizing the execution and delivery of this Agreement; (iv) The Estimated Retained Earnings Adjustment; (v) The fully-executed termination of all Shareholder agreements; (vi) The Escrow Agreement executed by the Shareholders' Agent; (vii) The employment agreements described in Section 7.9; (viii) The executed landlord/lessor estoppel certificates for each Leased Real Estate Lease as set forth and disclosed on Schedule 3.16 and as described in Section 5.21; (ix) Delivery of any consents obtained or approvals required hereunder; (x) A duly executed written opinion letter by counsel for the Shareholders and the Companies dated as of the Closing Date, addressed to the Purchaser, as contemplated by Section 7.5 of this Agreement; (xi) Duly executed resignations of those officers and directors of the Companies as determined and confirmed by the Purchaser in writing within three (3) days prior to the Closing Date, effective as of the Closing Date; (xii) A Mutual Release in the form of Exhibit E hereto duly executed by the Shareholders (the "Release"); (xiii) Certificates of good standing for (A) the Companies dated within five (5) days of the Closing Date issued by the Secretary of State of Minnesota, and (B) each Company dated within fifteen (15) days of the Closing Date issued by each jurisdiction in which such Company is qualified to do business; (xiv) Evidence satisfactory to the Purchaser that the Encumbrances and interests in the Stock have been terminated on or before the Closing Date; (xv) The termination documents for the guarantees described in Section 5.22; (xvi) The transfer and conveyance documents evidencing ownership of MGR of the corporate names "Air Plus Logistics" and "Fulfillment Logistics;" and (xvii) Such other documents and items as are reasonably n...

Documents to be Delivered by the Shareholders. At the Closing, the following instruments and documents shall be delivered or provided to Buyer or its designees by the Shareholders: (a) Certificates evidencing all of the issued and outstanding Stock, together with executed transfers separate from certificates sufficient to effect the transfers thereof to Buyer; (b) All third party consents and approvals set forth on Schedule 3.6 of the Shareholders Disclosure Schedule; (c) An executed Waiver and Release by each of the Shareholders in the form of Exhibit B, attached hereto; (d) The written resignations of all directors and officers of Seller's Corporation (except as specified by Buyer);

Documents to be Delivered by the Shareholders. At the Closing, each Shareholder shall deliver to TPI stock certificate(s) representing the number of Company Shares set forth opposite the name of such Shareholder on Schedule A hereto, together with such letters of transmittal, stock powers and other documents as are necessary to effect the transfer thereof to TPI.

Documents to be Delivered by the Shareholders. At the Closing, the Shareholders will deliver to Purchaser and Merger Subsidiary, the following, at the expense of the Shareholders and in proper form for recording where appropriate: (a) Certificates. Certificates evidencing the Company Common Stock, free and clear of all liens and encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank and with all requisite documentary or stock transfer tax stamps affixed.

Documents to be Delivered by the Shareholders. At the Closing, the Shareholders shall deliver to Franchise Connection, for cancellation, all of the certificates evidencing the Control Shares, each certificate endorsed by the Shareholder transferring it, or accompanied by a stock power signed by the Shareholder transferring it, duly notarized or medallion guaranteed.

Documents to be Delivered by the Shareholders. At Closing, the Shareholders shall deliver to Parent and the Merger Sub the following: (a) a certificate, dated within five (5) Business Days of the Closing Date, from the appropriate authorities certifying that each of S&W’s Subsidiaries is in good standing in the jurisdiction of its incorporation; (b) certificate(s) evidencing the Ordinary Shares owned by the Shareholders or a declaration of lost share certificate, and instruments of transfer duly executed; (c) the Employment Agreements duly executed by each of the Shareholders; (d) the Lock Up Leak Out Agreements duly executed by the Shareholders; (e) the Trust Agreement duly executed by S&W and the Shareholders; (f) the Escrow Agreement duly executed by the Shareholders; (g) the S&W Closing Certificate as required by Section 7.1(g); (h) a unanimous written consent of the Board of Directors of S&W, approving, inter alia, this Agreement and the transactions herein contemplated, and which includes an explicit statement that the transactions herein contemplated are intended to qualify as a tax-free “reorganization” within the meaning of Section 368(a)(2)(E) of the Code (i) updated Schedule B and Schedule A, in accordance with the actual Price Per Parent Share; and (j) the Shareholders’ Closing Certificate as required by Section 7.1(h).

Documents to be Delivered by the Shareholders. At the Closing, the Shareholders shall deliver, or cause to be delivered, to Jaguar the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) and 7.1(e) hereof; (c) copies of all consents and waivers referred to in Section 7.1(f) hereof; (d) written resignations of each of the directors of the Company; (e) duly executed FIRPTA Affidavits for each Shareholder; (f) certificates of good standing with respect to the Company and each of its Subsidiaries issued by the Secretary of State of the their respective states of incorporation and for each state in which the Company is qualified to do business as a foreign corporation; (g) representation letters, in form and substance satisfactory to Jaguar, regarding the Exchange Shares as provided in Section 1.2; (h) the Company Required Financials; and (i) such other documents as Jaguar shall reasonably request.