Parent Closing Deliveries. Parent and AcquisitionCo shall have delivered each of the documents required to be delivered at Closing pursuant to Section 4.3 and Section 4.4, respectively.
Parent Closing Deliveries. The Company shall have received the closing deliveries set forth in Section 7.3;
Parent Closing Deliveries. At the Closing, Parent shall deliver, or make available, the following:
(a) a Certificate from Computershare Trust Company N.A., Parent’s registrar and transfer agent, evidencing the issuance of (x) the Principal Stockholder Closing Shares to the Principal Stockholders and (y) the Principal Stockholder Escrow Shares to the Escrow Agent pursuant to the Escrow Agreement, in each case in accordance with the Merger Consideration Schedule;
(b) the Escrow Agreement, duly executed by Parent;
(c) the Transition Services Agreement, duly executed by Parent; and
(d) documentation showing the due delivery of required undertakings to the OCS with respect to the transaction contemplated under this Agreement.
Parent Closing Deliveries. At the Closing, Parent will have delivered, or caused to be delivered, to the Company the Escrow Agreement, duly executed by Parent.
Parent Closing Deliveries. On the Payment Due Date:
(i) the Parent shall provide the Allocated Shares Instructions in accordance with Section 2.2(c);
(ii) the Parent shall deliver to the Seller the Closing Cash Payment by wire transfer of immediately available funds pursuant to Section 2.2(c); and
(iii) the Parent shall deliver to the Seller a counterpart signature page to the NAJV Advance Reassignment, signed by the Parent.
(m) A new Section 2.9(e) is hereby added to the SPA to read as follows:
Parent Closing Deliveries. At the Closing, Parent shall deliver or cause to be delivered to Xxxxxxx the following:
(a) one or more stock certificates, together with stock powers executed in blank with any required transfer stamps affixed thereto, representing the SplitCo Shares;
(b) evidence, reasonably satisfactory to Xxxxxxx, of the possession by SplitCo of the Estimated Cash Amount, and evidence that SplitCo is the sole member of SplitCo Sub;
(c) the formation documents, stock books, stock ledgers and minute books of SplitCo and SplitCo Sub;
(d) the officers’ certificates required to be delivered pursuant to Sections 7.2(a) and 7.2(b);
(e) the Parent Tax Opinion Representations;
(f) letters of resignation, dated as of the Closing Date, from the directors of SplitCo, the managers of SplitCo Sub and those officers of SplitCo and SplitCo Sub identified by Xxxxxxx to Parent at least three (3) Business Days prior to the Closing Date, resigning from any position held by such individual with SplitCo or SplitCo Sub;
(g) each of the Ancillary Agreements to which Parent or any of its Affiliates is required to be a party, duly executed by such Person;
(i) all books and records of or relating primarily to the Business in whatever form in the possession or control of the Parent Parties, including all of the materials relating to the Business’ subscribers, customers, advertisers, employees, vendors, suppliers, promotional materials, mailing lists, all subscriber and market studies, surveys and research owned by Parent Parties, together with all records, reports and disks of computer data owned by Sellers, rate cards, price lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the Business; and (ii) copies of all Tax records relating exclusively to the Business Assets, and other existing Tax records (or the relevant portions thereof) reasonably necessary to prepare and file any Tax Returns of, or with respect to, the Business Assets, and any and all communications or agreements with, or rulings by, any Taxing Authority with respect to the Business Assets; and
(i) such other documents as are reasonably required by Xxxxxxx to be delivered to effectuate the transactions contemplated hereby.
Parent Closing Deliveries. On the Closing, the Parent shall deliver, or caused to be delivered, to the Shareholder Representative the following:
(a) the Adjusted Merger Payment to be paid at Closing pursuant to Section 3.1, paid and delivered in accordance with such Section;
(b) a certificate of an authorized officer as to compliance with the conditions set forth in Section 8.3(c) and Section 8.3(d);
(c) the Escrow Agreement;
(d) the Certificate of Merger; and
(e) all other documents required to be entered into or delivered by the Parent at or prior to the Closing pursuant hereto.
Parent Closing Deliveries. The Seller shall receive, at Closing, each of the following documents:
(a) a certificate of the Secretary of State of the State of Delaware as to the legal existence and good standing (including tax) of the Parent and Buyer in Delaware dated not more than one day prior to the Closing Date;
(b) a certificate of the Secretary of the Parent and Buyer attesting to the incumbency of the Parent's and the Buyer's officers, the authenticity of the resolutions authorizing the transactions contemplated by this agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Section 3.1;
(c) the Instrument of Assumption executed by the Buyer;
(d) payment of the Purchase Price as and to the extent required by Section 1.3;
(e) a cross receipt executed by the Buyer; and
(f) such other documents, instruments or certificates as the Seller may reasonably request.
Parent Closing Deliveries. At the Closing, Parent shall deliver or caused to be delivered, to the Company the following documents:
(a) A certificate of Parent and Merger Sub, executed by a duly authorized officer thereof, dated as of the Closing Date, certifying that the conditions specified in Section 7.3(a), Section 7.3(b) and Section 7.3(c) have been satisfied.
Parent Closing Deliveries. At or prior to the Closing, Parent, Merger Sub I and Merger Sub II shall deliver or cause to be delivered the following (the “Parent Closing Deliveries”):
(a) a certificate, dated the Closing Date and signed by a duly authorized officer of Parent, that each of the conditions set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c) have been satisfied (the “Parent Bring-Down Certificate”);
(b) payment to third parties by wire transfer of immediately available funds of the amount of money due and owing from the Company to such third parties as Company Transaction Expenses as set forth in the Closing Statement, in each case, pursuant to wire instructions set forth in the Closing Statement;
(c) payment to holders of Closing Debt by wire transfer of immediately available funds of the amount of money due and owing from the Company to such holders of Closing Debt as set forth in the Closing Statement, in each case, pursuant to wire instructions set forth in the Closing Statement;
(d) a written acknowledgment of the satisfaction of the Promissory Note by virtue of the operation of clause (a)(ii) of the definition of “Closing Parent Shares” in the form attached hereto as Exhibit G; and
(e) counterparts to each Employment Agreement, duly executed by the Surviving Entity.
