Parent Deliveries. Parent agrees and acknowledges that all documents or other items delivered or made available to Parent’s Representatives will be deemed to be delivered or made available, as the case may be, to Parent for all purposes hereunder.
Parent Deliveries. At the Closing, Parent shall deliver to Holder (i) stock certificates representing the Exchange Shares and (ii) the Parent Stockholder Agreement duly executed by Parent and the other stockholders of Parent in accordance with the JBA.
Parent Deliveries. Parent shall deliver to Acquirer, at or prior to the Closing, each of the following:
(i) a certificate, dated as of the Closing Date and executed on behalf of Parent by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of Parent by its Chief Executive Officer, certifying (A) the Company’s Articles of Organization, (B) the Company’s Operating Agreement, (C) resolutions of each of Parent’s Board of Directors and Seller’s Board of Managers approving this Agreement, approving the Purchase and the other transactions contemplated by this Agreement and declaring the advisability thereof, and (D) resolutions of Seller, as the sole member of the Company, approving the Purchase and the other transactions contemplated by this Agreement and declaring the advisability thereof;
(iii) a certificate from the Secretary of State of the states of Wisconsin, Missouri, Illinois, Kansas, Texas and California, dated within 10 Business Days prior to the Closing Date and certifying that the Company is in good standing and, where available, a certificate from those same jurisdictions, dated within 20 Business Days prior to the Closing Date, that all applicable Taxes and fees of the Company through and including the Closing Date have been paid;
(iv) the Company Closing Financial Certificate in a form reasonably satisfactory to Acquirer;
(v) the Transition Services Agreement executed by Parent;
(vi) the Escrow Agreement, dated and executed by Parent;
(vii) the Assignment and Assumption Agreement, dated and executed by Seller, Parent and the Company;
(viii) a Non-Competition Agreement executed by each of the Key Employees;
(ix) evidence reasonably satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing;
(x) evidence reasonably satisfactory to Acquirer of the novation or consent to assignment of any Person whose novation or consent to assignment, as the case may be, may be required in connection with the Purchase or any other transaction contemplated by this Agreement under the contracts listed or described on Exhibit E hereto; and
(xi) FIRPTA documentation, including a FIRPTA...
Parent Deliveries. At the Closing, Parent shall deliver to the Investor stock certificates representing the Investor’s Exchange Shares.
Parent Deliveries. In addition to any documents required to be delivered by Parent or Merger Sub pursuant to any other provision of this Agreement, including Section 8.3, at or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company, the Seller Representative, the Escrow Agent or the Exchange Agent, as applicable, the following:
(i) to the Exchange Agent, for distribution to the Participating Securityholders, (A) certificates registered or, if requested by the Participating Securityholder, book entries in the name of each such Participating Securityholder representing the Subordinate Shares to be delivered to the Participating Securityholders at Closing pursuant to Section 3.5 and (B) cash in the amount of the Closing Cash Payment, if any, by wire transfer of immediately available funds to the account designated by the Exchange Agent;
(ii) to the Escrow Agent, the cash and Subordinate Shares to be held in escrow pursuant to Section 3.4(a);
(iii) to the Seller Representative, the Parent Certificate;
(iv) to the Seller Representative, a Voting Agreement substantially in the form attached hereto as Exhibit D (the “Voting Agreement”), duly executed by Xxxxx Xxxxxx and any Related Party or Permitted Holder (each, as defined therein) who holds, as of the Closing, any of the Shares (as defined therein) held by Xxxxx Xxxxxx on the date of the Original Agreement;
(v) to the Seller Representative, the Registration Rights Agreement, duly executed by Parent;
(vi) to the Seller Representative, counterparts of each other Ancillary Agreement to which Parent or Merger Sub is a party, duly executed by such Party.
Parent Deliveries. On the date of this Agreement, the Parent shall deliver to the Seller the following:
(i) a counterpart signature page to the ID&T Worldwide Shareholders’ Agreement, duly executed by the Parent;
(ii) a counterpart signature page to the SFX Stockholder Agreement, duly executed by the Parent;
(iii) counterpart signature pages to the NAJV Second Amended and Restated LLC Agreement, duly executed by Parent, SFX-IDT N.A. Holding, and the NAJV;
(iv) a counterpart signature page to the License Agreement, duly executed by the NAJV;
(v) a counterpart signature page to each of the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement Addendum, and each Key Employee Employment Agreement Addendum, duly executed by the Parent;
(vi) a counterpart signature page to the NAJV Advance Assignment, duly executed by the Parent and the SFX Lender;
(vii) evidence that the NAJV has transferred to the SFX Lender the NAJV’s rights with respect to the NAJV Advance;
(viii) the Signing Date Cash Payment by wire transfer of immediately available funds pursuant to Section 2.2(b); and
(ix) powers of attorney in favor of the Notary, duly executed on behalf of the Buyer and the Parent, authorizing their respective representatives to attend to and execute the Notarial Deed of Transfer.
Parent Deliveries. Concurrently with the execution of this Amendment, Parent has delivered to Company a true, correct and complete copy of the First Amendment to the Acquisition Finance SPA (the “Amendment to Acquisition Finance SPA”).
Parent Deliveries. At the Investment Closing, Parent shall deliver, or cause to be delivered:
(a) (1) to the Crestview Investor, a stock certificate representing the applicable number of shares of Parent Class A Common Stock being purchased by it as calculated in accordance with Section 2.1(a) and (2) to the Macquarie Investor, Class B Warrants to purchase a number of shares of Parent Class B Common Stock and/or a stock certificate representing the applicable number of shares of Parent Straight Preferred, each as calculated in accordance with Section 2.1(a), in each case, free and clear of all Liens;
(b) to each Investor, payment of an equity commitment fee equal to Ten Million Dollars ($10,000,000) by wire transfer(s) of immediately available funds to bank accounts designated by the Macquarie Investor and the Crestview Investor, respectively, no less than two (2) Business Days prior to the Investment Closing (which equity commitment fee, for the avoidance of doubt, will not be reduced in the event the Macquarie Investor syndicates a portion of its Investment Amount as provided in Section 5.15);
(c) to the Crestview Investor, Class A Warrants to purchase, at an exercise price of Four Dollars Thirty-Four Cents ($4.34) per share, the number of shares of Parent Class A Common Stock set forth in Section 2.2;
(d) to the Macquarie Investor, payment by wire transfer of immediately available funds to a bank account designated by the Macquarie Investor no less than two (2) Business Days prior to the Investment Closing of an amount equal to the aggregate of the Macquarie Syndication Risk Fee, the Macquarie Syndication Fee and the Macquarie Equity Commitment Fee;
(e) to the Crestview Investor, the Monitoring Agreement, duly executed by Parent;
(f) to each Investor, the Registration Rights Agreement, duly executed by Parent;
(g) to each Investor that is a Parent Significant Stockholder, the Stockholders Agreement, duly executed by Parent and the Parent Significant Stockholders;
(h) to the Crestview Investor, evidence of the appointment of two (2) directors (one (1) of whom shall be Xxxxxxx Xxxxxx and the other of whom shall be Xxx Xxxxxx, Xxxxx Xxxxxxx or Xxxxx Xxxxxxx or, in each case, any other individual reasonably acceptable to Parent) designated by the Crestview Investor to the Parent Board, including the appointment of Xxxxxxx Xxxxxx as the lead director of the Parent Board;
(i) to each Investor, a certificate, dated as of the Investment Closing Date, signed on behalf of Parent by...
Parent Deliveries. (a) Concurrently with the execution of this Agreement, Xxxxxx, Parent and Merger Subsidiary shall deliver or cause to be delivered to the Representative resolutions of the Board of Directors of each of Xxxxxx, Parent and Merger Subsidiary, certified by their respective Secretaries, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by such Person, and the consummation of the transactions contemplated hereby, copies of which are attached hereto as Exhibits F-1 and F-2.
(b) At the Closing, Xxxxxx, Parent and Merger Subsidiary shall deliver or cause to be delivered:
(i) To the Company, an opinion of Xxxxxx & Xxxxxx L.L.P., counsel to Xxxxxx, Parent and Merger Subsidiary, dated the Closing Date, a form of which is attached hereto as Exhibit G-1;
(ii) To the Representative, the Xxxxxx Closing Certificate; and
(iii) To the Representative, counterparts of the agreements listed on Schedule E hereto, executed by Xxxxxx, Parent and the Surviving Corporation.
Parent Deliveries. (i) the Parent shall have delivered to the Company a certificate (the “Parent Certificate”) to the effect that each of the conditions specified in clauses (a) and (b) of this Section 5.3 is satisfied in all respects;
(ii) the Parent shall have delivered to the Company a certificate, validly executed by the Chief Executive Officer of the Parent, certifying as to (A) true, correct and complete copies of its certificate of incorporation and bylaws; (B) the valid adoption of resolutions of the board of directors (whereby this Agreement, the Securities Exchange and the transactions contemplated hereunder were unanimously approved by the board of directors; (C) a good standing certificate from the Secretary of State of the State of Delaware dated within ten (10) Business Days prior to the Closing Date; and (D) incumbency and signature of the officer of the Parent executing this Agreement or any other agreement contemplated by this Agreement; and
(iii) the Company shall have received an official stockholder list from Parent’s transfer agent and registrar showing that as of immediately prior to the Closing there are 120,984,192 shares of Parent Common Stock issued and outstanding.
