Instruments and Possession. To effect the sale and transfer referred to in Section 1.1, Seller shall execute and deliver to Buyer or its designee, as applicable: (i) certificates representing the Rodeo Stock duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer or its designees, as applicable; (ii) the stock books, stock ledgers, minute books and corporate seals of each Rodeo Entity as of the Closing Date; provided, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.3(a)(ii) if such item has been delivered to or is otherwise certified to Buyer by a duly authorized officer of Seller to be located at the offices of Rodeo, LTME or LTAP, respectively, as of the Closing Date; and (iii) such other instruments and documents in form and substance reasonably acceptable to Buyer as shall be reasonably requested by Buyer to effect the Closing in accordance with the provisions hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cameron International Corp), Stock Purchase Agreement (Joy Global Inc)
Instruments and Possession. To effect the sale and transfer referred to in Section 1.1, Seller shall execute and deliver to Buyer or its designee, as applicable:
(i) certificates representing the Rodeo Longhorn Stock duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer or its designees, as applicable;
(ii) the stock books, stock ledgers, minute books and corporate seals of each Rodeo Longhorn Entity as of the Closing Date; provided, that any of the foregoing items shall be deemed to have been delivered pursuant to this Section 2.3(a)(ii) if such item has been delivered to or is otherwise certified to Buyer by a duly authorized officer of Seller to be located at the offices of Rodeo, LTME or LTAP, respectively, the Longhorn Entities as of the Closing Date; and
(iii) such other instruments and documents in form and substance reasonably acceptable to Buyer as shall be reasonably requested by Buyer to effect the Closing in accordance with the provisions hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Joy Global Inc)