Parent’s Performance. All of the covenants and obligations that Parent is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered individually and in the aggregate), shall have been duly performed and complied with in all material respects.
Parent’s Performance. At the Closing, Parent shall deliver to Shareholders each of the following:
10.1.2.1. the certificate of the President of Parent described in Section 9.2;
10.1.2.2. certificates of existence or good standing of Parent and the Acquisition Subs, as of the most recent practicable date, from the appropriate Governmental Authority of the jurisdiction of its incorporation;
10.1.2.3. Secretary or Assistant Secretary certified copies of resolutions of the board of directors of Parent approving the transactions contemplated by this Agreement;
10.1.2.4. Secretary or Assistant Secretary certificates of incumbency for the officers of Parent who sign on behalf of Parent this Agreement and any other documents, instruments or agreements to be entered into by Parent pursuant hereto;
10.1.2.5. such other evidence of the performance of all covenants and satisfaction of all conditions required of Parent by this Agreement, at or prior to the Closing, as Shareholders or the Companies may reasonably require; and
10.1.2.6. a receipt of Parent evidencing Parent’s receipt of the Company Common Stock.
Parent’s Performance. At the Closing, Parent shall deliver to BFI the following:
(1) A certificate of the Officers of Parent, dated the Closing Date, in the form of EXHIBIT F attached hereto;
(2) Certificates representing the Merger Consideration; and
(3) The duly executed Assignment.
Parent’s Performance. (a) The Parent and the Merger Sub shall have executed and delivered each of the agreements required to be executed and delivered by the Parent and the Merger Sub pursuant to this Agreement, and shall have paid and delivered the Upfront Payment and delivered the Escrow Fund to the Escrow Agent.
(b) All of the other covenants and obligations that the Parent and the Merger Sub is required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants and obligations (considered individually), shall have been complied with and performed in all material respects.
Parent’s Performance. (a) All of the covenants and obligations that Parent is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.8 must have been delivered and Parent must have delivered the Cash Amount and the Stock Amount required to be made by Parent pursuant to Sections 2.8(b) and 2.8(d).
(c) Parent must have consummated the acquisition of Southwest Texas Packaged Ice, Inc. prior to or on the Effective Date pursuant to the STPI Agreement.
Parent’s Performance. (a) All of the covenants and obligations that Parent is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.
(b) Each document required to be delivered pursuant to Section 2.8 must have been delivered and Parent must have delivered the Cash Amount, the Minority Shareholder Cash Amount and the Stock Amount required to be made by Parent pursuant to Sections 2.8(b) and 2.8(d).
Parent’s Performance. Parent shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date. Loews shall have received a certificate signed by an executive officer of Parent to the foregoing effect.
Parent’s Performance. (a) Parent shall have executed and delivered the Escrow Agreement required to be executed and delivered by Parent and shall have made the cash payments contemplated by Section 1.10(c).
(b) All of the other covenants that Parent and Merger Sub are required to comply with or to perform pursuant to this Agreement at or prior to the Closing (considered collectively), and each of said covenants (considered individually), shall have been complied with and performed in all material respects.
Parent’s Performance. (a) Each of the covenants and obligations that Parent and Merger Sub are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been performed and complied with in all material respects.
(b) The documents required to be delivered by Parent and Merger Sub to the Company pursuant to Section 2.4(b) must have delivered to the Company and Parent must have made the payments of the Initial Merger Consideration as set forth in Section 2.2(b).
Parent’s Performance. At the Closing, Parent shall deliver to RMO and the Company each of the following:
10.1.2.1. The Initial Payment by issuance of shares of Parent Common Stock which shall bear a restrictive legend in accordance with the Securities Act;
10.1.2.2. the certificate of the duly authorized officer of Parent described in Section 8.2;
10.1.2.3. certificates of existence or good standing of Parent and the Acquisition Sub, as of the most recent practicable date, from the appropriate Governmental Authority of the jurisdiction of its incorporation;
10.1.2.4. Secretary or Assistant Secretary certified copies of resolutions of the board of directors of Parent approving the transactions contemplated by this Agreement;
10.1.2.5. Secretary or Assistant Secretary certificates of incumbency for the officers of Parent who sign on behalf of Parent this Agreement and any other documents, instruments or agreements to be entered into by Parent pursuant hereto;
10.1.2.6. copies of the each of the Ancillary Agreements to which Parent is a party, duly executed and delivered by Parent; and
10.1.2.7. such other evidence of the performance of all covenants and satisfaction of all conditions required of Parent by this Agreement, at or prior to the Closing, as the Company may reasonably require.
