Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company and the Significant Shareholders:
(a) Certificate of good standing from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing;
(b) Certificate of good standing from the Secretary of State of the State of Maryland stating that Mergerco is a validly existing corporation in good standing;
(c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement, certified by the Secretary or an Assistant Secretary of Parent or Mergerco;
(d) The duly executed Merger Agreement;
(e) The duly executed Employment Agreements;
(f) The duly executed Registration Rights Agreement;
(g) The duly executed Post-Closing Notes;
(h) The duly executed Stock Escrow Agreements;
(i) The certificate described in Section 6.1(l);
(j) Documentation deemed adequate by the Company demonstrating satisfaction by Parent of the requirements of Section 6.1(k);
(k) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent;
(l) The valuation opinion pursuant to Section 6.1(n); and
(m) Certificates representing all of the shares of Parent Common Stock to be issued pursuant to Section 1.4(a)(i).
Parent’s Deliveries. At the Closing, Parent shall deliver to each Seller:
(i) A copy of the board resolutions adopted by the Board of Directors of the Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and confirmation that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and
(ii) On behalf of Buyer, a stock certificate, issued in the name of such Seller, representing that Seller’s pro rata entitlement to the Parent Shares (calculated to the one one-thousandth of a Parent Share).
Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company:
(a) Certificate of good standing as of a recent date from the Delaware Secretary of State stating that Parent is a validly existing corporation in good standing;
(b) Certificate of good standing as of a recent date from the California Secretary of State stating that Mergerco is a validly existing corporation in good standing;
(c) Copies of duly adopted resolutions of Parent's and Mergerco's oards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement and the other agreements and instruments contemplated hereby and thereby, certified by the Secretary or an Assistant Secretary of Parent or Mergerco;
(d) The duly executed Merger Agreement;
(e) The duly executed Employment Agreements;
(f) The duly executed Registration Rights Agreement;
(g) The duly executed Assignment and Assumption Agreement;
(h) The certificate described in Section 6.1(u);
(i) Documentation to the Company's reasonable satisfaction to the effect that Parent has performed its obligations sets forth in Section 5.18(a); and
(j) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the By-laws, in effect on the Closing Date, of Parent, certified by the Secretary of the Parent.
Parent’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Article X, at the Closing, Parent shall deliver to the Company all of the following:
(a) the Exchange Agent Agreement, dated the Closing Date, duly executed by Parent;
(b) the Escrow Agreement, dated the Closing Date, duly executed by Parent; and
(c) the certificate contemplated by Section 11.1, duly executed by an authorized officer of Parent.
Parent’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Article IX, at the Closing Parent shall deliver to the Representative all of the following:
(a) a copy of the Amended and Restated Certificate of Incorporation of Parent, as amended (the “Parent Charter”), certified as of a recent date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware;
(c) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, as to: (i) no amendments to the Parent Charter since a specified date; (ii) the By-laws of Parent; (iii) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement; and
(d) the certificate contemplated by Section 10.1, duly executed by an authorized officer of Parent.
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Section 8, concurrently with the Merger Filing, Parent shall deliver, if and to the extent not previously delivered, all of the following to the Company:
4.4.1 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (i) the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein by Parent, as attached thereto, are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (ii) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate;
4.4.2 an opinion of counsel to Parent, dated the Closing Date, in a form to be attached hereto as Exhibit G;
4.4.3 the certificate contemplated by Section 9.1, duly executed by the President or any Vice President of Parent;
4.4.4 the Employment Agreements and the Non-Competition Agreements duly executed by Parent; and
4.4.5 the Paying Agent Agreement duly executed by the President or any Vice President of Parent;
4.4.6 the Escrow Agreement duly executed by the President or any Vice President of Parent; and *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
4.4.7 the making of the Cash Consideration available to the Paying Agent.
Parent’s Deliveries. Parent shall make the following payments and deliveries:
Parent’s Deliveries. At the Closing, Parent will deliver to the Company:
(a) the Employment Agreements, executed by each Employee-Scientist and Parent;
(b) copies of resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement, certified by an officer thereof;
(c) the opinion of Parent's counsel in the form of Exhibit 3.3(c) hereto; and
(d) Certificates dated as of a date within ten (10) days of the Closing Date (and to the extent practicable, telegrams dated as of the Closing Date or the date prior thereto) as to the good standing of the Parent and the payment of franchise taxes and filing of required reports from the appropriate officials of all those jurisdictions in which the Parent is incorporated or is qualified or authorized to do business as a foreign corporation.
Parent’s Deliveries. At Closing, Parent shall deliver each of the following, the delivery of which shall be a condition to the obligation of the Company to consummate the Closing:
(i) the payments set forth in Section 5.3(a)-5.3(e) by wire transfer of immediately available funds to the applicable accounts or Persons designated in Section 5.3;
(ii) to the Escrow Agent, the Company and the Securityholders Representative, a counterpart of the Escrow Agreement duly executed by Parent;
(iii) to the Paying Agent, the Company and the Securityholders Representative, a counterpart of the Paying Agent Agreement duly executed by Parent;
(iv) to the Company and the Securityholders Representative:
(A) a duly executed certificate of Parent, dated as of the Closing Date certifying as to the matters set forth in Sections 10.2(a) and 10.2(b) (the “Parent Closing Certificate”);
(B) a duly executed certificate of the secretary of Parent, delivered on behalf of Parent and not in his individual capacity, certifying as to the certificate of incorporation and bylaws of Parent and Merger Sub and the resolutions of the governing body of each of Parent and Merger Sub authorizing and approving the execution, delivery and performance of this Agreement and all other Transaction Documents to which such Person shall be a party, by such Person; and
(C) a certificate of existence and good standing in respect of each of Parent and Merger Sub, issued by the jurisdiction of incorporation of each of Parent and Merger Sub, dated no earlier than five (5) Business Days prior to the Closing Date.
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at Closing Parent shall deliver to Buyer all the following:
(a) Copies of the Articles of Incorporation, as amended, of Parent and MedSurg certified as of a recent date by the Secretary of State of the State of Georgia;
(b) Certificate of good standing of Parent and MedSurg issued as of a recent date by the Secretary of State of the State of Georgia;
(c) Certificate of the secretary or an assistant secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Articles of Incorporation of Parent and MedSurg since a specified date; (ii) the by-laws of Parent and MedSurg; (iii) the resolutions of the Board of Directors of Parent and of the Board of Directors and/or stockholders of MedSurg authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of Parent and MedSurg executing this Agreement and any Parent Ancillary Agreement;
(d) Opinion of counsel to Parent substantially in the form contained in Exhibit G;
(e) The Instrument of Assignment duly executed by MedSurg, as set forth in Exhibit A-1;
(f) Certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title;
(g) Any other assignments or instruments with respect to any Intellectual Property included in the Purchased Assets for which an assignment or instrument is required to assign, transfer and convey such assets to Buyer;
(h) All consents, waivers or approvals obtained by Parent or MedSurg with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement;
(i) The Supply & License Agreement duly executed by Parent;
(j) The Escrow Agreement duly executed by MedSurg;
(k) The Contract Manufacturing Agreement duly executed by Parent and MedSurg;
(l) The certificates contemplated by Sections 9.1 and 9.2, duly executed by the President or any Vice President of Parent;
(m) Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer;
(n) Such lien releases and termination statements or oth...
