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.
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
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 Section 8.01 and this Section 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 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 "IXXXXX"), executed by the FIS Selling Shareholders.
Appears in 1 contract
Samples: Share Purchase Agreement (Kardan Technologies Ltd.)
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 NU, executed on behalf of FIS IDIT by its Chief Executive Officer (the "FIS IDIT Closing Certificate") certifying (i) that the conditions set forth in Section 8.01 8.02 and this Section 8.03 8.04 (to the extent applicable to FISIDIT) have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of FIS IDIT in forms satisfactory to Purchaser's counsel, approving this Agreement and the FIS IDIT Transactions.
(ii) a certificate, in the form attached hereto as Exhibit OV, executed by each FIS IDIT Selling Shareholder (the "FIS IDIT Selling Shareholder Closing Certificate"), certifying that the conditions set forth in Section 8.03 8.04 (to the extent applicable to the FIS IDIT Selling Shareholder) have been duly satisfied;
(iii) executed written resignations of all directors of FISIDIT, effective as of the FIS IDIT Closing Date, in the form attached hereto as Exhibit PW;
(iv) a counterpart of the FIS IDIT Escrow Agreement executed by the FIS IDIT 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") 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 IDIT Selling Shareholders.
Appears in 1 contract
Samples: Share Purchase Agreement (Sapiens International Corp N V)
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 NU, executed on behalf of FIS IDIT by its Chief Executive Officer (the "FIS IDIT Closing Certificate") certifying (i) that the conditions set forth in Section 8.01 Section 8.02 and this Section 8.03 Section 8.04 (to the extent applicable to FISIDIT) have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of FIS IDIT in forms satisfactory to Purchaser's counsel, approving this Agreement and the FIS IDIT Transactions.
(ii) a certificate, in the form attached hereto as Exhibit OV, executed by each FIS IDIT Selling Shareholder (the "FIS IDIT Selling Shareholder Closing Certificate"), certifying that the conditions set forth in Section 8.03 Section 8.04 (to the extent applicable to the FIS IDIT Selling Shareholder) have been duly satisfied;
(iii) executed written resignations of all directors of FISIDIT, effective as of the FIS IDIT Closing Date, in the form attached hereto as Exhibit PW;
(iv) a counterpart of the FIS IDIT Escrow Agreement executed by the FIS IDIT 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") 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")XXX, executed by the FIS IDIT Selling Shareholders.
Appears in 1 contract
Samples: Share Purchase Agreement (Kardan Technologies Ltd.)