Executed Agreements and Certificates. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) a certificate of a secretary or assistant secretary(the Secretary’s Certificate”), or equivalent officer, of Seller certifying copies of (A) for each Acquired Company, its charter documents as certified by the Secretary of State (or equivalent Governmental Authority) of its jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of Seller and the Company authorizing the execution, delivery and performance of this Agreement and the Transaction and, in the case of the Company, the transfer of the Company Shares and (subject only to due stamping) the registration, in the register of members, of Purchaser as the holder of the Company Common Stock following the Closing, and the incumbency and signatures of officers of Seller and the Company executing this Agreement;
(ii) a certificate executed on behalf of Seller by its Chief Executive Officer and its Chief Financial Officer (the “Seller Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(f), 8.02(g) 8.02(h) and 8.02(i) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness;
(iii) the written resignations or related waivers and releases of claims listed on Schedule 8.02(e) (the “Resignations”), each effective as of the Closing and in a form reasonably acceptable to Purchaser and;
(iv) for each Acquired Company, stock certificates representing all of the issued and outstanding shares of capital stock of such Acquired Company;
(v) all of the statutory and other books (duly written up to date) of each Acquired Company and all certificates of incorporation, certificates of incorporation on change of name and common seals or such equivalent items in the relevant jurisdiction as are kept by such Acquired Company or required to be kept by Applicable Law; and
Executed Agreements and Certificates. The Company shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) the Escrow Agreement, executed by Parent and the Escrow Agent; and
(ii) a certificate executed on behalf of Parent by its authorized representative and containing the representation and warranty of Parent that the conditions set forth in Sections 8.03(a) and 8.03(b) have been duly satisfied (the “Parent Closing Certificate”).
Executed Agreements and Certificates. Purchaser shall have received the agreements and documents from Seller set forth in Section 2.04, each of which shall be in full force and effect.
Executed Agreements and Certificates. Seller shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) a certificate executed on behalf of Purchaser by its authorized representative and containing the representation and warranty of Purchaser that the conditions set forth in Sections 8.03(a) and 8.03(b) have been duly satisfied (the “Purchaser Closing Certificate”).
(ii) a certificate representing Consideration Shares
(iii) the Consideration Warrants
Executed Agreements and Certificates. Parent shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) the Escrow Agreement, executed by the Shareholder Representative and the Escrow Agent;
(ii) Releases in the form of Exhibit H, executed by each of the Persons listed on Exhibit I;
(iii) a certificate executed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer (the “Company Closing Certificate”) and containing representations and warranties of the Company (A) to the effect that the conditions set forth in Sections 8.02(a), 8.02(b), 8.02(d), 8.02(g), 8.02(h), 8.02(i), 8.02(j) and 8.02(l) have been duly satisfied, (B) specifying the total amount of the Closing Indebtedness (and attaching thereto an accurate and complete copy of each executed Payoff Letter not previously delivered to Parent), and (C) specifying the total amount of the Company Transaction Expenses (and attaching thereto an accurate and complete copy of each Invoice not previously delivered to Parent);
(iv) Employment agreements in form and substance satisfactory to the Parent executed by each Key Executive; and
(v) written resignations of all directors and officers of the Acquired Companies requested by Parent, to be effective as of the Effective Time.
Executed Agreements and Certificates. Purchaser shall have received the following agreements and other documents and certificates, each of which shall be in full force and effect:
(i) a certificate, in the form attached hereto as Exhibit N, executed on behalf of FIS by its Chief Executive Officer (the "FIS Closing Certificate") certifying (i) that the conditions set forth in Section 8.01 and this Section 8.03 (to the extent applicable to FIS) have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of FIS in forms satisfactory to Purchaser's counsel, approving this Agreement and the FIS Transactions.
(ii) a certificate, in the form attached hereto as Exhibit O, executed by each FIS Selling Shareholder (the "FIS Selling Shareholder Closing Certificate"), certifying that the conditions set forth in Section 8.03 (to the extent applicable to the FIS Selling Shareholder) have been duly satisfied;
(iii) executed written resignations of all directors of FIS, effective as of the FIS Closing Date, in the form attached hereto as Exhibit P;
(iv) a counterpart of the FIS Escrow Agreement executed by the FIS Shareholders Representative and the Escrow Agent;
(v) a counterpart of the side letter between Purchaser, on the one hand, and Formula Vision Technologies (F.V.T.) Ltd. ("Formula Vision") and Kardan Technologies Ltd. Kardan, on the other hand, in the form attached hereto as Exhibit Q (the "Formula and Kardan Side Letter") executed by Formula and Kardan.
(vi) a counterpart of the Registration Rights Agreement between the Parent, the Selling Shareholders and Formula System (1985) Ltd., ("Formula Systems") in the form attached hereto as Exhibit R, providing for certain registration rights to the Selling Shareholders and Formula Systems (the "IXX"), executed by the FIS Selling Shareholders.
Executed Agreements and Certificates. IDIT Shareholders Representative shall have received the following agreements and other documents and certificates, each of which shall be in full force and effect:
(i) (a) a certificate, in the form attached hereto as Exhibit Z2, executed on behalf of Purchaser by its Chief Executive Officer (the "Purchaser IDIT Closing Certificate") certifying (i) that the conditions set forth in Section 8.02 and this Section 8.06 (to the extent applicable to Purchaser) have been duly satisfied; and (ii) the resolutions of the board of directors of Purchaser in form satisfactory to IDIT Shareholders Representative's counsel, approving this Agreement and the IDIT Transactions, and (b) a certificate, in the form attached hereto as Exhibit Z4, executed on behalf of Parent by its Chief Executive Officer (the "Parent IDIT Closing Certificate") certifying (i) that the conditions set forth in Section 8.02 and this Section 8.06 (to the extent applicable to Parent) have been duly satisfied; and (ii) the resolutions of the board of directors of Parent in form satisfactory to IDIT Shareholders Representative's counsel, approving this Agreement and the IDIT Transactions.
(ii) a counterpart of the IDIT Escrow Agreement executed by the Purchaser and Parent;
(iii) a counterpart of the XXX, executed by the Parent.
Executed Agreements and Certificates. Parent shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) the Employment Agreements, executed by each of the Key Employees;
Executed Agreements and Certificates. The Sellers shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) a Secretary’s Certificate of the Buying Parties and (A) the charter documents of the Buying Parties as certified by the Secretary of State (or equivalent Governmental Authority) of their jurisdiction of incorporation, and bylaws, each as amended, and (B) the resolutions of the Buyer authorizing the execution, delivery and performance of this Agreement and the Transaction and the issuance of the Preferred Stock, and the incumbency and signatures of officers of the Parent and the Buyer;
(ii) a filed and effective Certificate of Designation setting forth the rights, privileges and preferences of the Preferred Stock; and
(iii) the Preferred Stock Consideration, as set forth in Sections 2.1 and 2.2 of this Agreement.
Executed Agreements and Certificates. The Buying Parties shall have received the following agreements and documents, each of which shall be in full force and effect:
(i) The Company shall deliver to the Buying Entities as promptly as reasonably practicable after the date hereof the most recent consolidated audited financial statements of the Company, and unaudited consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows the most recently available quarter and all notes thereto, accompanied by an unqualified report of the PCAOB Auditor (“PCAOB Audited Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Securities Exchange Act of 1934, as amended, and Securities Act of 1933, as amended, applicable to a registrant. The PCAOB Audited Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated. When delivered by the Company to the Buying Entities after the date hereof, the PCAOB Audited Financial Statements will not reflect any differences from the financial statements for the periods shown, except for such differences that would not constitute a Material Adverse Effect. All costs incurred in connection with preparing and obtaining the PCAOB Audited Financial Statements shall be borne by the Sellers;
(ii) a certificate of a secretary or assistant secretary (a “Secretary’s Certificate”) of the Company, as set forth in Section 2.3(b)(vii), and three (3) certified copies of (A) the Certificate of Incorporation and Bylaws and (B) the resolutions of the Company and NFHI authorizing the execution, delivery and performance of this Agreement and the Transaction and the transfer of the Shares and the updated register of Company’s stock ownership evidencing the Buyer as the sole holder of the Shares as of the Closing, and the incumbency and signatures of officers of the Company executing this Agreement;
(iii) a certificate executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer or persons preforming similar functions (an “Offic...
