Receipt of Documents, etc. No notices, cash or other documents sent to the Supplier through the post shall be deemed to have been received unless and until actually received by the Supplier.
Receipt of Documents, etc. The Purchaser shall have received the following, in form and substance reasonably satisfactory to the Purchaser:
(i) certificates representing the Shares, which certificates shall be in good delivery form, duly endorsed or accompanied by appropriate stock transfer powers duly executed;
(ii) copies of the Articles of Incorporation (as recently certified by their respective jurisdictions of formation) and Bylaws of the Company, certified by the Secretary of the Company as of the Closing Date as being true and correct copies thereof as in effect on the Closing Date;
(iii) a certificate from the Seller certifying as of the Closing Date (A) the amount of the Company s total Indebtedness and (B) that the Company has a Net Working Capital Ratio of at least 2.35:1.00 (the Net Working Capital Ratio Threshold );
(iv) evidence reasonably acceptable to the Purchaser that all of the Company Pre-closing Payments listed on Schedule 5.15 have been made by the Company on or prior to the Closing;
(v) evidence reasonably acceptable to the Purchaser that all options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights, equity appreciation, phantom stock or similar rights or other agreements or commitments with respect to the capital stock of the Company or the Subsidiary listed on Schedule 4.1(c) have been terminated;
(vi) all corporate minute books, stock certificate books and other corporate records of each of the Company and the Subsidiary;
(vii) a certificate of the Secretary of State of the District of Columbia, dated as of a date within thirty (30) days prior to the Closing Date, certifying that the Company is in good standing under the laws of the District of Columbia, and a bringdown good standing confirmation dated as of the Closing Date;
(viii) a certificate of the Secretary of State of District of Columbia, dated as of a date within thirty (30) days prior to the Closing Date, certifying that the Subsidiary is in good standing under the laws of District of Columbia, and a bringdown good standing confirmation dated as of the Closing Date;
(ix) duly executed Employment Agreements, dated the Closing Date, substantially in the respective forms attached hereto as Exhibit 3.2(f)(ix), by and between the Company and each of The Seller (the Seller Employment Agreement ), Xxxxx Xxxxxxx (the Xxxxxxx Employment Agreement ) and Xxxxxx Xxxxxxxxx (the "Xxxxxxxxx Employment Agreement");
(x) the consent of the landlord to the assignment of the Company Of...
Receipt of Documents, etc. Lessor having received the following, in form and substance satisfactory to Lessor prior to May 31, 1995, or on such other date mutually agreed to by the parties in writing as the closing date (the "Closing Date"), all dated as of such date (or by such other date provided for below):
Receipt of Documents, etc. SpineMedica shall have delivered to MiMedx the following, in form and substance satisfactory to MiMedx:
(i) all corporate minute books, stock certificate books and other corporate records of SpineMedica;
(ii) certificates of the Secretary of the State of the State of Florida and the State of Georgia, dated as of a date within forty-five (45) days prior to the Closing Date, certifying that SpineMedica is in good standing under the laws of the State of Florida and the State of Georgia, respectively;
(iii) the Financial Statements with a certificate of SpineMedica stating that such financial statements are materially correct to the best of SpineMedica’ s Knowledge;
(iv) a certificate of the Secretary of SpineMedica dated the Effective Date, in form and substance reasonably satisfactory to MiMedx, as to (i) no amendments to the Articles of Incorporation of SpineMedica except as have been provided prior to the Closing Date; (ii) the resolutions of the Board of Directors of SpineMedica authorizing the execution and performance of this Agreement and the transactions contemplated herein; (iii) the affirmative vote of at least a majority of the SpineMedica Shareholders adopting this Agreement in accordance with Section 607.1103 of the FBCA; and (iv) the incumbency and signatures of the officers of SpineMedica executing this Agreement; and
(v) such other instruments, certifications and documents reasonably requested by counsel for MiMedx in order to effectuate, perfect or otherwise document and record the transactions contemplated by this Agreement, or for any other reasonable purpose under the terms of this Agreement.
Receipt of Documents, etc. SpineMedica shall have received the following, as applicable, in form and substance satisfactory to SpineMedica:
(i) a certificate of the Secretary of each of Acquisition Company, and MiMedx dated the Effective Date, in form and substance reasonably satisfactory to SpineMedica, as to (i) the resolutions of the Board of Directors of MiMedx and the Board of Managers of Acquisition Company authorizing the execution and performance of this Agreement and the transactions contemplated herein; and (ii) the incumbency and signatures of the officers of Acquisition Company and MiMedx executing this Agreement;
(ii) a certificate of the Secretary of State of the State of Florida, as of a date within forty-five (45) days prior to the Closing Date, certifying that each of Acquisition Company and MiMedx is in good standing under the laws the State of Florida; and
(iii) such other instruments, certifications and documents reasonably requested by counsel for SpineMedica in order to effectuate, perfect or otherwise document and record the transactions contemplated by this Agreement, or for any other reasonable purpose under the terms of this Agreement.
Receipt of Documents, etc. The Shareholders shall have received the following, in form and substance reasonably satisfactory to the Shareholders:
(i) the Cash Consideration;
(ii) the Closing Consideration Shares;
Receipt of Documents, etc. The Seller shall have received the following, in form and substance reasonably satisfactory to the Seller:
(i) the Initial Cash Consideration;
(ii) the Closing Consideration Shares;
(iii) certified copies of resolutions of the Board of Directors of the Purchaser approving the transactions set forth in this Agreement, including the issuance of the Consideration Shares;
(iv) a Certificate of the Secretary of State of the State of New York, as of a date within thirty (30) days prior to the Closing Date, certifying that Purchaser is in good standing under the laws of the State of New York; and
(v) Evidence that the Purchaser has paid such funds required pursuant to Section 5.10 to Citizens Bank under its $600,000 line of credit arrangement and evidence that such Indebtedness has been discharged and satisfied in full and that such arrangement has been terminated and is of no force and effect and that all security therefor has been returned.
Receipt of Documents, etc. Purchasers shall have received the following, in form and substance satisfactory to Purchasers:
(i) certificates representing the Shares, which certificates shall be in good delivery form, duly endorsed or accompanied by appropriate stock transfer powers duly executed; (ii) assignments of the Warrants, which assignments shall be in good delivery form, duly endorsed or accompanied by appropriate transfer powers duly executed
Receipt of Documents, etc. Seller shall have received, in form and substance satisfactory to Seller, the following:
Receipt of Documents, etc. The Sellers shall have received the following, in form and substance reasonably satisfactory to the Sellers:
(i) the Closing Date Cash Consideration;
(ii) the Closing Date Consideration Shares;
(iii) certified copies of resolutions of the Board of Directors of the Purchaser approving the transactions set forth in this Agreement;
(iv) a Certificate of the Secretary of State of the State of Delaware, as of a date within thirty (30) days prior to the Closing Date, certifying that Purchaser is in good standing under the laws of the State of Delaware;
(v) the duly executed Xxxxx Xxxx Employment Agreement, Xxxxx Employment Agreement, Xxxxxxx Xxxx Employment Agreement and Xxxxxxx Consulting Agreement, each dated the Closing Date;
(vi) the duly executed Registration Rights Agreement, dated the Closing Date;
(vii) the duly executed Escrow Agreement, dated the Closing Date;
(viii) an Officer’s Certificate of the Purchaser certifying that the closing conditions set forth in Section 3.3(a) and (b) have been satisfied;
(ix) the duly executed Lock-up Agreements, each dated the Closing Date, by the Purchaser; and
(x) such other documents as the Sellers may reasonably request.
