Receipt of Closing Deliverables. Buyer shall have received each of the following agreements, instruments and other documents (provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Company Closing Financial Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth below in this Section 7.3(d) is accurate and shall not diminish Buyer’s remedies hereunder if any of such documents is not accurate):
(i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer (on behalf of itself, the US Subsidiary and the Sellers), to the effect that each of the conditions set forth in Section 7.3(a) has been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (a) the Company Articles, (b) the Company’s board resolutions approving the Share Exchange and adopting this Agreement, and (c) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement;
(iii) all of the certificates or instruments, which immediately prior to the Closing represented issued and outstanding Company Capital Stock, together with duly executed share transfer deeds, in a form reasonably acceptable to Buyer;
(iv) a certificate from the Secretary of State of the State of Delaware dated within three (3) Business Days prior to the Closing Date certifying that the US Subsidiary is in good standing and that all applicable State of Delaware corporate Taxes and fees of the US Subsidiary through and including the Closing Date have been paid;
(v) the Spreadsheet (as such term is defined in Section 6.5) completed to include all of the information specified in Section 6.5 in a form acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company (on behalf of the Company), dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete as of the Closing Date and as of immediately prior to the Closing;
(vi) the Company Closing Financial Certificate;
(vii) letters of resignation from each officer of the Company and the US Subsidiary and from each member of the board of directors of the Company and the US Subsidiary;
(viii) copies of the Founder Stock Restriction Agreements executed by ea...
Receipt of Closing Deliverables. Buyer shall have received any and all of the closing deliverables listed in Section 2.3.1 above.
Receipt of Closing Deliverables. Seller shall have complied with and provided to Purchaser at the Closing all of the deliverables set forth in Section 1.8.
Receipt of Closing Deliverables. Parent must have received each of the agreements, instruments and other documents as set forth in Section 1.3(b).
Receipt of Closing Deliverables. The Company must have received each of the agreements, instruments and other documents set forth in Section 1.3(a), and Parent must have satisfied its Closing payment obligations set forth herein.
Receipt of Closing Deliverables. The Company shall have delivered to Acquirer, at or prior to the Closing, each of the closing deliverables set forth in Section 1.2(a).
Receipt of Closing Deliverables. Acquirer and Merger Sub shall have delivered to the Company, at or prior to the Closing, each of the closing deliverables set forth in Section 1.2(b).
Receipt of Closing Deliverables. The Sellers shall have received each of the following agreements, instruments and other documents from Buyer:
(i) evidence of written instructions to Buyer’s transfer agent directing the issuance in book entry (electronic) form of each Seller’s portion of the Non-Founder Seller Closing Amount and the Founder Seller Closing Stock Amount, as applicable, less any Buyer Common Stock that may be set aside for purpose of satisfying withholding or deduction of tax as provided in Section 1.10 hereof to the Seller, pursuant to Section 1.5;
(ii) a certificate, dated as of the Closing Date, executed on behalf of Buyer by a duly authorized officer of Buyer to the effect that each of the conditions set forth in Section 7.2(a) have been satisfied;
(iii) copies of the Founder Stock Restriction Agreements executed by Buyer;
(iv) a copy of the Escrow Agreement executed by Buyer; and
(v) copies of the offer letters for the Continuing Employees executed by Buyer (or the Company on Buyer’s behalf).
Receipt of Closing Deliverables. Purchaser and its Affiliates shall have complied with and provided to Seller or Bank, as applicable, at the Closing, (i) the Purchase Price (ii) all of the deliverables set forth in Sections 2.4(b)(ii)(2), 2.4(b)(ii)(3), 2.4(b)(ii)(11), and 2.4(b)(ii)(12), and (iii) Purchaser shall have opened with Seller a correspondent e-statement demand deposit account on account terms mutually agreed upon by Purchaser and Seller.
Receipt of Closing Deliverables. Seller shall have received each of the items required to be delivered to it by Buyer pursuant to Section 2.2(b).
