Items To Be Delivered by the Seller. At the Closing, and subject to the terms and conditions contained herein, the Seller shall deliver (i) to the Investor one or more share certificates representing the RBC Stock to be purchased by the Investor hereunder and that is represented by certificates owned by the Seller, accompanied by a duly endorsed stock power in blank or other appropriate instrument of transfer (duly endorsed and otherwise in form sufficient for transfer and reasonably satisfactory to each Investor) and (ii) cause to be issued to the Investor confirmation of book entry transfer of such of the remaining shares of the RBC Stock as are held for the Seller's benefit in a Depository Trust Company account into such Depository Trust Company account of the Investor as may be designated by the Investor, as well as deliver each of the other items described in Section 5.1 hereof. After the Closing, in addition to its obligations under Section 6.6 hereof, the Seller shall cooperate with the Investor, and use its best efforts, to cause appropriate share certificates representing the RBC Stock sold to the Investor hereunder to be recorded in the name of the Investor, as the Investor shall reasonably request.
Items To Be Delivered by the Seller. At the Closing, and subject to the terms and conditions contained herein, the Seller shall (i) deliver to the Company’s transfer agent one or more share certificates representing the RBC Stock purchased by all of the Investors hereunder and that is represented by certificates owned by the Seller, accompanied by (A) a duly endorsed stock power in blank or other appropriate instrument of transfer as may be required by the transfer agent (duly endorsed or otherwise in form sufficient for transfer and reasonably satisfactory to each Investor), and (B) written instructions to the transfer agent to issue new share certificates to the Investors in accordance with the allocations set forth on the Schedule of Investors attached hereto and (ii) cause to be issued to such Investors confirmation of book entry transfer of such shares into Depository Trust Company accounts of the Investors as may be designated by the Investors, as well as deliver to the Investors each of the other items described in Section 5.1 hereof. After the Closing, in addition to its obligations under Section 6.6 hereof, the Seller shall cooperate with the Investors, and use its best efforts, to cause appropriate share certificates representing the RBC Stock sold to the Investors hereunder to be recorded in the name of the Investors, as the Investors shall reasonably request.
Items To Be Delivered by the Seller. At the Closing, the Seller will deliver or cause to be delivered to TPN:
8.02.1. Certificates representing the MSI Common Stock in accordance with Section 1.01 hereof, accompanied by all instruments and documents as in the opinion of TPN's counsel shall be necessary to effect the transfer of and to vest title in and to the MSI Common Stock in TPN, free and clear of all manner of liens, pledges, encumbrances, charges and claims thereon;
Items To Be Delivered by the Seller. At the Closing, and subject to the terms and conditions contained herein, the Seller shall cause to be issued and delivered to each Investor one or more share certificates, registered in the name of such Investor, representing that number of shares of RBC Stock being purchased by such Investor, or confirmation of book-entry transfer of such shares into a Depository Trust Company account designated by each Investor, and each of the other items described in Section 5.1 hereof.
Items To Be Delivered by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following:
(a) a certificate duly executed by the Secretary of the Seller certifying (i) the resolutions of the Board of Directors and Members of the Seller approving this Agreement and authorizing the Contemplated Transactions, (ii) the incumbency of the executive officers of Seller; (iii) the articles of incorporation of the Seller, as amended; and (iv) the bylaws of the Seller, as amended;
(b) Seller's Required Consents, if any;
(c) the Material Contract Consents, if any;
(d) the Lease Consents, if any;
(e) duly executed bills of sale, certificates of title, and such other certificates and assignments executed by Seller for the Acquired Assets as appropriate depending the particular Purchased Asset involved in such form and substance reasonably satisfactory to Purchaser;
(f) a general warranty deed executed by the Seller for the benefit of the Purchaser for each of the Owned Real Property;
(g) a non-foreign affidavit executed by Seller in form and substance satisfactory to Purchaser and the title company issuing the title policies to Purchaser;
(h) an opinion of counsel to the Seller in form and substance satisfactory to Purchaser covering the opinions described on Exhibit "A", addressed to Purchaser, and dated as of the Closing Date; and
(i) such other documents, instruments and certificates as Purchaser may reasonably request to consummate the Contemplated Transactions.
Items To Be Delivered by the Seller. At the Closing, the Seller will deliver or cause to be delivered to the Buyer:
(i) certificate(s) representing the Shares, together with stock powers, duly executed by the Seller;
(ii) the resignation of each officer and director of the Company; and
(iii) the Franchise Agreement, executed on behalf of Management.
Items To Be Delivered by the Seller. On the date of this Agreement, the Seller shall deliver to the Escrow Agent share certificates, duly endorsed representing the Perficient Stock to be purchased by each Purchaser. In addition, the parties shall execute the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement"). At the Closing, the Escrow Agent, upon receipt of a notice by the Purchasers that the Closing Payment has been wired to the Seller, including federal funds wire transfer confirmation number in accordance with the Purchase Agreement, shall deliver to each Purchaser a share certificate duly endorsed representing the Perficient Stock purchased by such Purchaser hereunder. The Escrow Agent shall have no other responsibilities other than as specifically set forth in the Escrow Agreement, and shall make such deliveries without question upon receipt of such notice. All of the above-mentioned documents shall be in form and substance satisfactory to such Purchasers.
Items To Be Delivered by the Seller. At the Closing, the Seller will deliver or cause to be delivered to the Buyer:
(i) certificates representing the Shares, together with stock powers, duly executed in blank by the Seller;
(ii) the resignation of each officer and director of the Company;
(iii) the Pledge Agreement, executed on behalf of the Seller; and
(iv) Trademark Assignment pursuant to which the Seller assigns to Management all of its right, title and interest in and to trademark registration numbers 3282660 pertaining to the name “DCAP Insurance” and 3282658 pertaining to the “DCAP” logo.
Items To Be Delivered by the Seller. Contemporaneously with the execution and delivery of this Agreement, the Seller is delivering, or causing to be delivered, to the Buyer:
Items To Be Delivered by the Seller. At the Closing, or promptly thereafter as mutually agreed to by the Parties, the Seller shall deliver or cause to be delivered to the Purchaser the following:
(a) stock powers for the uncertificated Shares, duly executed in blank by the Seller, providing for the transfer of the Shares to the Purchaser as set forth herein;
(b) all of the books and records of the Company; and
(c) the executed resignations of all of the directors and officers of the Company, effective as of the Effective Date.
