Parent Closing Deliverables. Parent shall have delivered to the Company, each of the certificates, instruments, agreements, documents, assets and other items required to be delivered by it pursuant to Section 2.19 at or prior to the Closing Date.
Parent Closing Deliverables. At the Closing, Parent shall deliver to the Company (or such other Person as may be specified herein) the following:
(i) payment, by wire transfer of immediately available funds, of the Merger Cash Consideration;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied;
(iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) signature pages to the Kxxxxx Agreement and Oxxxxx Agreement, as contemplated in Section 8.01(e);
(v) signature pages to the Joinder Agreement; and
(vi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Parent Closing Deliverables. Parent Group shall deliver or cause to be delivered to the Company each of the following documents and instruments, at or prior to the Closing:
(i) the Parent Group and Merger Sub Closing Certificate, in the form attached hereto as Exhibit L, duly executed by the Parent Group in a form reasonably acceptable to the Company;
(ii) the Escrow Agreement duly executed by Parent Group;
(iii) the Paying Agent and the Israeli Paying Agent Agreement, duly executed by the Parent Group;
(iv) evidence reasonably satisfactory to Company of purchasing the R&W Insurance Policy, attached hereto as Exhibit E;
(v) evidence of approval by the Parent Group of an Israeli Sub-Plan to the Parent Equity Plan in consultation with the Company’s advisors, including the approval of the 102 Trustee as trustee for the Parent Equity Plan, approval to file the Parent Equity Plan for approval under the trustee capital gains route of Section 102 of the ITO;
(vi) all such “know your customer” or “anti-money laundering” information as may be required by the Company’s registered agent in relation to the Merger; and
(vii) evidence that the Aggregate Consideration due at Closing has been deposited in the appropriate securities and cash accounts of the Paying Agent. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
Parent Closing Deliverables. On or prior to the Closing Date, Parent shall deliver or cause to be delivered to the Company:
Parent Closing Deliverables. In addition to the other requirements set forth in this Agreement, at or before the Closing, Parent shall deliver or cause to be delivered to the Company each of the following documents and instruments (collectively, the “Parent Closing Deliverables”):
(i) the Parent Certificate, duly executed by Parent; and
(ii) a counterpart of (A) each Ancillary Agreement (other than the Earn-Out Escrow Agreement) to which Parent is a party, duly executed by Parent, and (B) the Paying Agent Agreement, duly executed by the Paying Agent.
Parent Closing Deliverables. At the Closing, Parent shall deliver to the Company and the Securityholders’ Agent:
(i) the Escrow Agreement, duly executed by Parent and the Escrow Agent;
(ii) the Joinder Agreements, duly executed by Parent; and
(iii) the Lock-Up Agreements, duly executed by Parent.
Parent Closing Deliverables. At the Closing, Parent shall deliver to the Company (or such other Person as may be specified herein), or as applicable, shall have performed, the following:
(i) pay to the Stockholder, in accordance with the Consideration Spreadsheet, the Merger Share Consideration payable to the Stockholder;
(ii) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied;
(iii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.
Parent Closing Deliverables. In addition to the other requirements set forth in this Agreement, at or before the Closing, Parent shall deliver or cause to be delivered to the Company each of the following documents and instruments (collectively, the “Parent Closing Deliverables”):
(i) the Parent Certificate, duly executed by Parent.
Parent Closing Deliverables. On or prior to the Closing Date, the Parent shall deliver or cause to be delivered: (a) Earnout Agreement. to the Stockholder Representative and the Company, the Earnout Agreement executed by Xxxxxx and Merger Sub; and (b)
Parent Closing Deliverables. On the Closing Date, Parent shall deliver or cause to be delivered:
(a) the certificate of Xxxxxx, duly executed by Xxxxxx Sub;
(b) to the payees of the Acquisition Expenses, an amount in cash equal to such payee’s portion of the Acquisition Expenses;
(c) in the event Parent elects to complete the Closing Date Indebtedness Payoff, to the payees of the Closing Date Indebtedness, an amount in cash equal to such payee’s portion of the Closing Date Indebtedness; and
(d) to each Stockholder, if applicable, an amount in cash equal to such Stockholder’s portion of the Merger Consideration, if any, as detailed in the Allocation Certificate.
