Receipt of Certificates. On the Closing Date (as defined below), the Company shall issued and deliver to the Buyer certificates representing the Securities to be purchased by the Buyer.
Receipt of Certificates. SSC shall have delivered to Ford certificates representing the Shares endorsed in blank or with accompanying stock powers duly signed, and such other instruments or documents as Ford shall reasonably request to transfer good and marketable title to all of the Shares in Ford free, clear and discharged of all Encumbrances.
Receipt of Certificates. On or prior to the Closing Date, Parent shall have received the Certificates required by Section 6.3(b) of this Agreement.
Receipt of Certificates. NetManage shall have received at Closing certificates signed by (a) the respective Presidents and Chief Financial Officers of NSA and NetSoft and (b) the Shareholder Representative certifying the accuracy of the matters set forth in Sections 9.1, 9.2, 9.3, and 9.4 (as such matters relate to NSA, NetSoft, the NSA Shareholders and the NetSoft Shareholders, as applicable).
Receipt of Certificates. The Parent shall, on the Closing Date, issue irrevocable instructions to ChaseMellon (the "Transfer Agent") to issue certificates representing the number of shares of the Parent Common Stock that such Shareholder is entitled to receive pursuant to Section 2.3(a) hereof upon Surrender of such Shareholder's shares of Company Capital Stock. In the event that any certificates representing shares of Company Capital Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, the Parent shall issue in exchange for such lost, stolen or destroyed certificate the shares of the Parent Common Stock that such Shareholder is entitled to receive pursuant to Section 2.3(a) hereof; provided, however, that the Parent may in its discretion and as a condition precedent to the issuance thereof, require such Shareholder to provide the Parent with an indemnity agreement against any claim that may be made against the Parent with respect to the certificate alleged to have been lost, stolen or destroyed. The shares of the Parent Common Stock that each Shareholder of the Company shall be entitled to receive in connection with the Mergers pursuant to Section 2.3(a) shall be deemed to have been issued on the Closing Date. If the Merger Consideration (or any part thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Capital Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that (a) the prior written consent of Parent is obtained, such consent not unreasonably withheld or delayed and (b) the person requesting such exchange shall pay to the Parent any transfer or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of the Parent that such tax has been paid or is not applicable. Notwithstanding anything to the contrary, neither the Parent nor any other party hereto shall be liable to a holder of shares of Company Capital Stock for any Merger Consideration delivered to a public official pursuant to applicable law, including, without limitation, abandoned property, escheat and similar laws.
Receipt of Certificates. The Company shall have received a certificate signed on behalf of MergerCo by a senior executive officer of MergerCo to the effect set forth in subparagraph (1) and (2) above. ARTICLE 8
Receipt of Certificates. The receipt by the Escrow Agent of the Certificate or Certificates representing the Common Shares; and
Receipt of Certificates. Buyer shall have received from the Paying Agent each of the Certificates, duly endorsed in blank or with stock powers annexed thereto and duly executed in blank, in proper form for transfer of the Shares represented thereby to Buyer upon delivery.
Receipt of Certificates. Jaymark shall have received at Closing certificates signed by the President and Chief Financial Officer of CTL and INTERCELL certifying the accuracy of the matters set forth in Sections 8.1, 8.2, 8.3, and 8.4 (as such matters relate to CTL and INTERCELL).
Receipt of Certificates. The Exchange Agent shall have received for cancellation all outstanding Certificates from all Company shareholders, together with letters of transmittal, duly completed and validly executed by all such Company shareholders, as provided for in Clause 2.2(b). At the Closing Date, the Certificates received for cancellation shall constitute the entire issued and paid up Company Common Stock.
