Parent Deliverables Sample Clauses
The "Parent Deliverables" clause defines the specific products, services, or outputs that the parent entity is responsible for providing under the agreement. It typically outlines the nature, scope, and deadlines for these deliverables, ensuring that both parties have a clear understanding of what is expected from the parent. For example, this may include providing certain reports, software, or support services by specified dates. The core function of this clause is to establish clear obligations and expectations, thereby reducing the risk of misunderstandings or disputes regarding deliverables.
Parent Deliverables. Unless waived by the Company, Parent shall, at or prior to the Closing, do or cause to be done each of the following:
(i) deposit, or cause to be deposited, with the Paying Agent for the benefit of the Company Stockholders, cash in an amount equal to the Cash Merger Consideration (less the sum of (A) the Indemnity Escrow Amount, plus (B) the Representative Fund Amount, plus (C) the Aggregate Warrant Payment Amount, plus (D) the Aggregate Vested Option Payment Amount, plus (E) the Aggregate Plan Payment Amount, plus (F) an amount equal to the Specified Transaction Expenses, plus (G) an amount equal to the Company Debt, plus (H) an amount equal to the Special Escrow Amount), by wire transfer of immediately available funds, to the account of the Paying Agent designated in the Consideration Spreadsheet (such amount, plus any additions thereto, the “Exchange Fund”) (it being understood that, the Exchange Fund may not be used for any purpose that is not expressly provided for in this Agreement); except that, if a portion of the Cash Merger Consideration is to be paid by the issuance of Parent Merger Shares in accordance with Section 1.3(a)(ii) hereof, Parent shall deposit, or cause to be deposited, with the Paying Agent the Parent Merger Shares issuable to the Company Stockholders;
(ii) deliver cash in an amount equal to the Aggregate Plan Payment Amount (less the Change of Control Plan Participants’ Pro Rata Portion of the Escrow Fund and the Representative Fund) set forth in the Consideration Spreadsheet, by wire transfer of immediately available funds, to the Surviving Corporation for further distribution through the Surviving Corporation’s payroll system to each of the Change of Control Plan Participants set forth in the Consideration Spreadsheet, as soon as reasonably practicable after the Effective Time of the Merger but in no later than the Surviving Corporation’s second payroll following the Effective Time of the Merger; except that, if a portion of the Cash Merger Consideration is to be paid by the issuance of Parent Merger Shares in accordance with Section 1.3(a)(ii) hereof, Parent shall deposit, or cause to be deposited, with the Surviving Corporation the Parent Merger Shares issuable to the Change of Control Plan Participants;
(iii) deliver cash in an amount equal to the Aggregate Vested Option Payment Amount (less the Cashed-Out Optionholders’ Pro Rata Portion of the Escrow Fund and the Representative Fund) set forth in the Consideration Spreadsheet...
Parent Deliverables. The Company shall have received from Parent each of the documents and deliverables listed in Section 2.2(c).
Parent Deliverables. Parent shall have delivered (or caused to be delivered) to the Company the items set forth in Section 4.2.
Parent Deliverables. Parent shall deliver, at or prior to the Closing (subject to the timing set forth in Section 2.7), each of the following:
a) the Escrow Fund to the Escrow Agent as set forth in Section 2.11;
b) to the Company with respect to each holder of a Company Option that has tendered an Option Cancellation Certificate in accordance with the provisions of Section 2.6(c), by wire transfer of immediately available funds, the aggregate gross amount of Merger Consideration payable in connection with the Closing to all such holders in respect of such Company Options in accordance with the terms thereof and Section 2.6(c), for further payment by the Company to such holders, less applicable withholdings;
c) the Specified Transaction Expenses, by wire transfer of immediately available funds, to each of the payees set forth in the Closing expense certificate prepared by the Company (the “Closing Expense Certificate”), and the Company Debt, by wire transfer of immediately available funds, to each of the payees set forth in the Company Debt certificate prepared by the Company (the “Closing Debt Certificate”);
d) to the Company with respect to the “Change in Control Bonus Agreements” described at Section 3.17 of the Company Disclosure Schedule, by wire transfer of immediately available funds, the aggregate gross amount payable with respect to the satisfaction thereof, for further payment by the Company to the counterparties thereto, less applicable withholdings;
e) the Merger Consideration remaining after giving effect to the foregoing payments described in Subsections 2.2(b)(i)(b), (c) and (d) above, to each holder of Company Stock who has tendered a Certificate(s) and letter of transmittal in accordance with the provisions of Section 2.7; provided, that the amount of the Escrow Fund shall be netted out of the Merger Consideration payable to the Significant Shareholders at Closing in accordance with their respective Significant Shareholder Percentage Interests;
f) (i) the Parent Closing Certificate referenced in Section 7.3(c), dated as of the Closing Date and executed on behalf of the Parent by an officer of the Parent, (ii) a certificate of the corporate secretary or assistant secretary of Parent attaching a good standing certificate for Parent in the jurisdiction of its incorporation and certifying as of the Closing Date (x) a true and complete copy of the resolutions of the board of directors of Parent approving the Merger, this Agreement and the transactions contemplated b...
Parent Deliverables. At or prior to the Closing, Parent shall deliver (or cause to be delivered) to the Company the following items, each in form and substance reasonably satisfactory to the Company:
(a) the Certificate of Merger, duly executed by the Subco;
(b) the ▇▇▇▇▇▇▇▇ Employment Agreement, duly executed by Parent or a subsidiary of Parent;
(c) the development plan of the Company’s assets, as set forth on Exhibit C, duly executed by the Parent; and
(d) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the Transaction.
Parent Deliverables. (a) Two Business Days prior to the Closing, Parent will deliver to the Contributors a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, Parent’s good faith, estimated calculation of Net Cash, including each component thereof as of the close of business on the last Business Day prior to the Closing Date prepared and certified by Parent’s principal financial or accounting officer. Parent shall make available to the Contributors, as requested by the Contributors, the work papers and back-up materials used or useful in preparing the Net Cash Schedule.
(b) Two Business Days prior to the Closing, Parent will deliver to the Contributors a good faith estimate of the costs (the “Interim Operating Amount”) to manage, negotiate, settle and finalize the Claims (as defined in the CVR Agreement). Following the Closing, the Contributors acknowledge and agree that (i) the Special Committee (as defined in the CVR Agreement) will manage, negotiate, settle, and finalize the Claims, and (ii) Parent will pay any related fees and expenses up to the Interim Operating Amount until such amount has been exhausted, in each case, as such performance and obligations are governed exclusively by the terms and conditions of the CVR Agreement.
Parent Deliverables. At the Closing, Parent shall deliver or cause to be delivered (unless delivered previously) the following:
(i) the Certificate of Merger to the Company;
(ii) the Adjustment Escrow Stock (i.e., Two Hundred Fifty Thousand (250,000) shares of Parent Common Stock) to the Escrow Agent, to be held in the Escrow Account in accordance with the terms of the Escrow Agreement;
(iii) the Earnout Shares (i.e., Five Million (5,000,000) shares of Parent Common Stock) to the Escrow Agent, to be held in the Escrow Account in accordance with the terms of the Escrow Agreement;
(iv) shares of Parent Common Stock to the holder(s) of each Convertible Note pursuant to the terms and conditions set forth in Section 5.28;
(v) the Amended and Restated Registration Rights Agreement, duly executed by Parent;
(vi) the shares of Parent Common Stock described in Section 2.6;
(vii) a certificate of the Secretary of State of the State of Delaware dated as of a date not more than ten (10) Business Days prior to the Closing Date, certifying as to the good standing of Parent; and
(viii) any other document reasonably requested by the Company to be delivered by or on behalf of Parent at Closing.
Parent Deliverables. At the Closing, Parent will deliver or cause to be delivered the following:
(i) to the Paying Agent by wire transfer of immediately available funds, (A) an amount equal to the Paying Agent Fee and (B) for further distribution to the Equityholders (other than the Optionholders and Promised Optionholders) in accordance with the Final Allocation Schedule, an amount equal to the Estimated Closing Date Payment minus the Closing Date Option Payments, minus the Closing Date Promised Option Payments;
(ii) to the Surviving Corporation in immediately available funds, an amount equal to the sum of the Closing Date Option Payments and Closing Date Promised Option Payments for payment pursuant to Section 1.7 to the Optionholders and Promised Optionholders, respectively, in accordance with the Final Allocation Schedule;
(iii) to the Escrow Agent, by wire transfer of immediately available funds, (A) an amount equal to the Adjustment Escrow Funds for deposit into the Adjustment Escrow Account, and (B) an amount equal to the Indemnity Escrow Funds for deposit into the Indemnity Escrow Account;
(iv) to the Equityholders’ Representative, by wire transfer of immediately available funds, an amount equal to the Equityholders’ Representative Expense Funds to an account designated by the Equityholders’ Representative;
(v) to the Equityholders’ Representative and the Escrow Agent, the Escrow Agreement executed by Parent;
(vi) to the Equityholders’ Representative and the Paying Agent, the Paying Agent Agreement executed by Parent; and
(vii) to the Equityholders’ Representative, all other Transaction Documents to be executed and delivered at the Closing by Parent or Merger Sub under this Agreement.
Parent Deliverables. At the Closing, Parent shall deliver, or cause to be delivered, to Buyer the following:
Parent Deliverables. Parent shall have delivered to the Company the deliverables set forth in Section 1.8(a) required to be delivered by Parent upon the Closing.