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 and PPD Parent at Closing (or as otherwise provided for herein):
(1) Powers of attorney duly executed by the Shareholders authorizing PPD, PPD Parent or its nominees to make the necessary entries in the shareholders' register of MRLB to record the transfer of the Shares to PPD.
(2) Letters of resignation as Directors of MRLB signed by Xxxxxx Xxxxxxxxxx, Xxxxxx Xxxx and Xxxx X. Xxxxx, M.D., Ph.D., waiving all claims against MRLB.
(3) All statutory books and records of MRLB including, without limitation, the shareholders' register and the minutes of all shareholders' meetings and meetings of the board of Directors and books of account.
(4) The General Escrow Agreement duly executed by and binding upon each Shareholder.
(5) The Registration Rights Agreement duly executed by and binding upon each Shareholder.
(6) Written terminations effective as of the Closing Date of all employment agreements between MRL and Xxxxxx Xxxx and Xxx Xxxxxxxxxx.
(7) Written terminations effective as of the Closing Date of all consulting agreements with Roblinda Consulting, Ltd. and T2 Data Consult BVBA, if any.
(8) Written terminations effective as of the Closing Date of all buy-sell agreements and shareholders' agreements which have been executed by any of the Shareholders.
(9) Such other instruments, documents or certificates required by this Agreement or as PPD, PPD Parent or their counsel shall reasonably request.
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. At the Closing, the Shareholders will deliver or cause to be delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
9.1.1. 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 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.
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 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 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, the Shareholders) shall deliver, or cause to be delivered, to Purchaser the following:
(a) the opinion of Carr, McClellan, Ingersoll, Thompson & Horn Professional Corporation, counsel to the Company xxd txx Xhareholders, in substantially the form of Exhibit B hereto;
(b) copies of all consents referred to in Section 7.1(e) hereof;
(c) a Noncompetition Agreement in the form of Exhibit A attached hereto, duly executed by each Shareholder;
(d) a duly executed FIRPTA Affidavit for each Shareholder;
(e) a certificate of good standing with respect to Seller issued by the Secretary of State of California;
(f) evidence of the redemption of the Redeemed Shares;
(g) certificates representing the Purchased Shares, duly endorsed for transfer or accompanied by stock powers or assignments separate from such certificates executed by the Shareholders;
(h) the stock ledger, minute book and corporate seal of the Company;
(i) written resignations of the officers and directors of the Company;
(j) the certificate referenced in Section 7.1(d) hereof; and
(k) such other documents as the Purchaser shall reasonably request.
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 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.
