Sellers and the Company’s Deliveries on the Closing Date. At or prior to the Closing, Sellers and the Company, as applicable, shall deliver to Buyer: (a) a certificate signed on behalf of the Company by an executive officer of the Company, dated the Closing Date, certifying to the effect that each of the conditions specified in Section 7.1(a)-(c) have been satisfied; provided, that with respect to Section 7.1(a), such officer, in his capacity as officer of the Company, shall only be required to certify as to the representations and warranties contained in Article IV; (b) the original or any validly substituted certificate(s) from the each of the Sellers representing the Purchased Shares held by each Seller, duly endorsed in blank or accompanied by transfer powers and with all requisite signatures including those of any other party (including any spouse) holding any interest in the Purchased Shares, any transfer tax stamps attached and otherwise sufficient to transfer the Purchased Shares to Buyer or its designee, in each case, free and clear of any and all Liens other than Permitted Exceptions; (c) duly executed certificates of non-foreign status of Sellers in form attached hereto as Exhibit A; (d) (i) expense statements respecting all Estimated Transaction Expenses to be repaid as of the Closing (the “Transaction Expense Statements”), and (ii) customary payoff letters respecting the Estimated Closing Debt Amount, each in a form reasonably acceptable to Buyer and the Company (the “Payoff Letters”), providing for the release of any Liens (other than Permitted Exceptions) related thereto, to the assets of the Company and the Subsidiaries or to the Stock and 1st Global Insurance Stock, including UCC-3 termination statements or similar documents, with no continuing Liability to the Company and the Subsidiaries in connection therewith; and (iii) evidence which reasonably reflects that all Transaction Expenses have been satisfied (or will be satisfied at or promptly following Closing) with no further Liability to the Company or the Subsidiaries; (e) a certificate dated as of the Closing Date, duly executed by the secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement on behalf of the Company; and (iii) true and complete attached copies of the Articles of Incorporation and By-laws or comparable organizational documents of the Company and each of the Subsidiaries; (f) copies of the Articles of Incorporation (or equivalent document) of the Company and each of the Subsidiaries certified by the Texas Secretary of State or the Delaware Secretary of State or the relevant Government Authority, as applicable, as of a date not more than five (5) Business Days prior to the Closing Date; (g) certificates of good standing (or comparable certificates) dated not more than five (5) Business Days prior to the Closing Date with respect to the Company and the Subsidiaries issued by the state of incorporation or formation of each such Person and each other jurisdiction in which the Company and the Subsidiaries are qualified to do business; (h) an Escrow Agreement in form attached hereto as Exhibit B (the “Escrow Agreement”), duly executed by Sellers’ Representative; (i) the consents listed on Schedule 2.6(i); (j) all minute books, equity record books and organizational records of the Company and each of the Subsidiaries; (k) written resignations, or proof of removal, of each of the officers and directors of the Company and the Subsidiaries listed on Schedule 2.6(k), each in a form and substance reasonably satisfactory to Buyer; (l) evidence (including a copy) reasonably satisfactory to Buyer that the Tail Policy has been procured; (m) evidence (in a form that Buyer reasonably requires) of the revocation of existing authorities given by the Company and the Subsidiaries to its banks for operation of its bank accounts and giving authority in favor of such persons as Buyer may nominate to operate such accounts; (n) evidence reasonably satisfactory to Buyer (including any necessary third-party assignments) that the Company and the Subsidiaries own the domain names set forth next to each of the Company and the Subsidiaries’ names on Schedule 2.6(n); (o) releases from each Optionholder (who remains an Optionholder immediately prior to the Closing) and SARs Holder (who remains a SARs Holder immediately prior to the Closing) for the cancellation and cash payment for the Options and SARs, respectively, in a form reasonably acceptable to Buyer; and (p) such other documents, certificates and instruments reasonably necessary to effectuate the transactions described in this Agreement.
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Sellers and the Company’s Deliveries on the Closing Date. At or prior to the Closing, Sellers Sellers, the Sellers’ Representative and the Company, as applicable, shall deliver to Buyer:
(a) a certificate signed on behalf of by the Company by an chief executive officer of the Company, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, certifying to the effect that each of the conditions specified in Section Sections 7.1(a)-(c) have been satisfiedsatisfied in all respects; provided, that with respect to Section 7.1(a), such officerthe chief executive officer of each of the Company and the Subsidiaries, in his capacity their capacities as officer officers of the Company, shall only be required to certify as to the representations and warranties contained in Article IV;
(b) the original or any validly substituted certificate(s) from the each of the Sellers representing the Purchased Shares held by each Seller, duly endorsed in blank or accompanied by transfer powers and with all requisite signatures including those of any other party (including any spouse) holding any interest in the Purchased Shares, any transfer tax stamps attached and otherwise sufficient to transfer the Purchased Shares to Buyer or its designee, in each case, free and clear of any and all Liens other than Permitted ExceptionsLiens;
(c) duly executed certificates of non-foreign status of Sellers in form attached hereto as Exhibit Athat comply with the requirements of Section 1445 of the Code;
(d) (i) expense statements respecting all Estimated Transaction Expenses to be repaid as of the Closing (the “Transaction Expense Statements”), and (ii) customary payoff letters respecting the Estimated Closing Debt Amount, each in a form reasonably acceptable to Buyer and the Company (the “Payoff Letters”), providing for (iii) evidence reasonably satisfactory to Buyer of the satisfaction, termination and discharge in full of all Indebtedness of the Sellers set forth on Schedule 2.7(d), the Company, and the Subsidiaries as of the Effective Time and the release of any Liens (other than Permitted Exceptions) related thereto, to the assets of the Company and the Subsidiaries or to the Stock and 1st Global Insurance Stock, including UCC-3 termination statements or similar documents, with no continuing Liability to the Company and the Subsidiaries in connection therewith; and (iiiiv) evidence which reasonably reflects satisfactory to Buyer that all Contracts respecting Transaction Expenses have been satisfied (or will be satisfied at or promptly following Closing) terminated with no further continuing Liability to the Company or and the SubsidiariesSubsidiaries in connection therewith;
(e) a certificate dated as of the Closing Date, duly executed by the secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement on behalf of the Company; and (iii) true and complete attached copies of the Articles of Incorporation and By-laws or comparable organizational documents of the Company and each of the Subsidiaries;
(f) copies of the Articles of Incorporation (or equivalent document) of the Company and each of the Subsidiaries certified by the Texas Iowa Secretary of State or the Delaware Secretary Wisconsin Department of State Financial Institutions or the relevant Government Authority, as applicable, as of a date not more than five (5) Business Days prior to the Closing Date;
(g) certificates of good standing (or comparable certificates) dated not more than five (5) Business Days prior to the Closing Date with respect to the Company and the Subsidiaries issued by the state Secretary of incorporation State of Iowa or formation the Wisconsin Department of each such Person Financial Institutions, as applicable, and for each other jurisdiction in which the Company and the Subsidiaries are required to be qualified to do business;
(h) an Escrow Agreement substantially in form attached hereto as Exhibit B C (the “Escrow Agreement”), duly executed by Sellers’ Representative;
(i) evidence satisfactory to Buyer that (i) the consents listed on Schedule 2.6(i)Company or the Subsidiaries, as applicable, shall have obtained or made any consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii) the Company or the Subsidiaries, as applicable, shall have obtained all consents, waivers and approvals referred to in Sections 3.2(b) and 4.3(b) hereof in a form satisfactory to Buyer and copies thereof shall have been delivered to Buyer;
(j) all minute books, equity record books and organizational records of the Company and each of the Subsidiaries;
(ki) evidence reasonably satisfactory to Buyer that the Company and each of the Subsidiaries has terminated all Contracts with Sellers or any Related Person and (ii) releases executed by any such Related Person with whom the Company and each of the Subsidiaries have terminated such Contracts providing that there is no continuing Liability of the Company and the Subsidiaries in respect of any such terminated Contracts; provided, that in no event shall the Company and the Subsidiaries pay any fee or otherwise incur any expense or Liability with respect to any such termination or release;
(l) written resignations, resignations and release of claims to fees or proof of removal, expenses of each of the officers and directors of the Company and the Subsidiaries listed on Schedule 2.6(k2.7(l), each in a form and substance reasonably satisfactory to Buyer;
(lm) evidence reasonably satisfactory to Buyer that the Company and each of the Subsidiaries have obtained the issuance, reissuance or transfer of all Permits required under Law to conduct the operations of each of the Company and the Subsidiaries’ business as of the Closing Date, and each of the Company and the Subsidiaries shall have satisfied all property transfer requirements arising under Law;
(including a copyn) evidence reasonably satisfactory to Buyer that the Tail Policy has been procured;
(mo) evidence (in a form that Buyer reasonably requires) of the revocation of existing authorities given by the Company and the Subsidiaries to its banks for operation of its bank accounts and giving authority in favor of such persons as Buyer may nominate to operate such accounts;
(np) evidence reasonably satisfactory to Buyer (including any necessary third-party assignments) that the Company and the Subsidiaries own the domain names set forth next to each of the Company and the Subsidiaries’ names on Schedule 2.6(n2.7(p);
(oq) releases from lease agreements substantially in the forms attached hereto as Exhibit D (the “Leases”), duly executed by the Landlord;
(r) evidence reasonably satisfactory to Buyer that the Company has transferred all notes set forth on Schedule 2.7(r) to HKFS Building Co., L.L.C.;
(s) a Transition Services Agreement in form attached hereto as Exhibit E (the “Transition Services Agreement”), duly executed by Honkamp Xxxxxxx;
(t) IRS Form 8023 and required schedules thereto (and any state forms) as required to effect the Section 338(h)(10) Election, completed and properly executed by each Optionholder Seller;
(who remains u) duly executed landlord estoppel and consents with respect to each Real Property Lease with a third-party landlord listed on Schedule 2.7(u) hereto;
(v) an Optionholder immediately agreement substantially in the form attached hereto as Exhibit G (the “HK Agreement”), duly executed by Honkamp Xxxxxxx;
(w) a certificate dated as of the Closing Date, duly executed by the chief executive officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to Company’s Assets Under Administration calculated as of 5:00 p.m. the Business Day prior to the ClosingClosing Date;
(x) a certificate dated as of the Closing Date, duly executed by the chief executive officer of the Company and SARs Holder (who remains a SARs Holder immediately prior to the Closing) for chief executive officer of Honkamp Xxxxxxx, given by each of him or her on behalf of the cancellation Company and cash payment for the Options and SARsHonkamp Xxxxxxx, respectively, and not in each of his or her individual capacity, certifying that (i) the accounts of the Company set forth on Schedule 6.21(b) were all the accounts received by the Company from a form referral by Honkamp Xxxxxxx as of September 30, 2019, and (ii) no fees or other amounts are owed or will be owed by the Company to Honkamp Xxxxxxx or any of its Affiliates with respect to such accounts;
(y) evidence reasonably acceptable satisfactory to Buyerthe Buyer that the Company has amended the investment advisor agreements described in Section 6.21; and
(pz) such other documents, certificates and instruments reasonably necessary to effectuate the transactions described in this Agreement.
Appears in 1 contract
Sellers and the Company’s Deliveries on the Closing Date. At or prior to the Closing, Sellers Sellers, the Sellers’ Representative and the Company, as applicable, shall deliver to Buyer:
(a) a certificate signed on behalf of by the Company by an chief executive officer of the Company, in form and substance reasonably satisfactory to Buyer, dated the Closing Date, certifying to the effect that each of the conditions specified in Section Sections 7.1(a)-(c) have been satisfiedsatisfied in all respects; provided, that with respect to Section 7.1(a), such officerthe chief executive officer of each of the Company and the Subsidiaries, in his capacity their capacities as officer officers of the Company, shall only be required to certify as to the representations and warranties contained in Article IV;
(b) the original or any validly substituted certificate(s) from the each of the Sellers representing the Purchased Shares held by each Seller, duly endorsed in blank or accompanied by transfer powers and with all requisite signatures including those of any other party (including any spouse) holding any interest in the Purchased Shares, any transfer tax stamps attached and otherwise sufficient to transfer the Purchased Shares to Buyer or its designee, in each case, free and clear of any and all Liens other than Permitted ExceptionsLiens;
(c) duly executed certificates of non-foreign status of Sellers in form attached hereto as Exhibit Athat comply with the requirements of Section 1445 of the Code;
(d) (i) expense statements respecting all Estimated Transaction Expenses to be repaid as of the Closing (the “Transaction Expense Statements”), and (ii) customary payoff letters respecting the Estimated Closing Debt Amount, each in a form reasonably acceptable to Buyer and the Company (the “Payoff Letters”), providing for (iii) evidence reasonably satisfactory to Buyer of the satisfaction, termination and discharge in full of all Indebtedness of the Sellers set forth on Schedule 2.7(d), the Company, and the Subsidiaries as of the Effective Time and the release of any Liens (other than Permitted Exceptions) related thereto, to the assets of the Company and the Subsidiaries or to the Stock and 1st Global Insurance Stock, including UCC-3 termination statements or similar documents, with no continuing Liability to the Company and the Subsidiaries in connection therewith; and (iiiiv) evidence which reasonably reflects satisfactory to Buyer that all Contracts respecting Transaction Expenses have been satisfied (or will be satisfied at or promptly following Closing) terminated with no further continuing Liability to the Company or and the SubsidiariesSubsidiaries in connection therewith;
(e) a certificate dated as of the Closing Date, duly executed by the secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company executing this Agreement on behalf of the Company; and (iii) true and complete attached copies of the Articles of Incorporation and By-laws or comparable organizational documents of the Company and each of the Subsidiaries;
(f) copies of the Articles of Incorporation (or equivalent document) of the Company and each of the Subsidiaries certified by the Texas Iowa Secretary of State or the Delaware Secretary Wisconsin Department of State Financial Institutions or the relevant Government Authority, as applicable, as of a date not more than five (5) Business Days prior to the Closing Date;
(g) certificates of good standing (or comparable certificates) dated not more than five (5) Business Days prior to the Closing Date with respect to the Company and the Subsidiaries issued by the state Secretary of incorporation State of Iowa or formation the Wisconsin Department of each such Person Financial Institutions, as applicable, and for each other jurisdiction in which the Company and the Subsidiaries are required to be qualified to do business;
(h) an Escrow Agreement substantially in form attached hereto as Exhibit B C (the “Escrow Agreement”), duly executed by Sellers’ Representative;
(i) evidence satisfactory to Buyer that (i) the consents listed on Schedule 2.6(i)Company or the Subsidiaries, as applicable, shall have obtained or made any consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Body required to be obtained or made in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii) the Company or the Subsidiaries, as applicable, shall have obtained all consents, waivers and approvals referred to in Sections 3.2(b) and 4.3(b) hereof in a form satisfactory to Buyer and copies thereof shall have been delivered to Buyer;
(j) all minute books, equity record books and organizational records of the Company and each of the Subsidiaries;
(ki) evidence reasonably satisfactory to Buyer that the Company and each of the Subsidiaries has terminated all Contracts with Sellers or any Related Person and (ii) releases executed by any such Related Person with whom the Company and each of the Subsidiaries have terminated such Contracts providing that there is no continuing Liability of the Company and the Subsidiaries in respect of any such terminated Contracts; provided, that in no event shall the Company and the Subsidiaries pay any fee or otherwise incur any expense or Liability with respect to any such termination or release;
(l) written resignations, resignations and release of claims to fees or proof of removal, expenses of each of the officers and directors of the Company and the Subsidiaries listed on Schedule 2.6(k2.7(l), each in a form and substance reasonably satisfactory to Buyer;
(lm) evidence reasonably satisfactory to Buyer that the Company and each of the Subsidiaries have obtained the issuance, reissuance or transfer of all Permits required under Law to conduct the operations of each of the Company and the Subsidiaries’ business as of the Closing Date, and each of the Company and the Subsidiaries shall have satisfied all property transfer requirements arising under Law;
(including a copyn) evidence reasonably satisfactory to Buyer that the Tail Policy has been procured;
(mo) evidence (in a form that Buyer reasonably requires) of the revocation of existing authorities given by the Company and the Subsidiaries to its banks for operation of its bank accounts and giving authority in favor of such persons as Buyer may nominate to operate such accounts;
(np) evidence reasonably satisfactory to Buyer (including any necessary third-party assignments) that the Company and the Subsidiaries own the domain names set forth next to each of the Company and the Subsidiaries’ names on Schedule 2.6(n2.7(p);
(oq) releases from lease agreements substantially in the forms attached hereto as Exhibit D (the “Leases”), duly executed by the Landlord;
(r) evidence reasonably satisfactory to Buyer that the Company has transferred all notes set forth on Schedule 2.7(r) to HKFS Building Co., L.L.C.;
(s) a Transition Services Agreement in form attached hereto as Exhibit E (the “Transition Services Agreement”), duly executed by Honkamp Xxxxxxx;
(t) IRS Form 8023 and required schedules thereto (and any state forms) as required to effect the Section 338(h)(10) Election, completed and properly executed by each Optionholder Seller;
(who remains u) duly executed landlord estoppel and consents with respect to each Real Property Lease with a third-party landlord listed on Schedule 2.7(u) hereto;
(v) an Optionholder immediately agreement substantially in the form attached hereto as Exhibit G (the “HK Agreement”), duly executed by Honkamp Xxxxxxx;
(w) a certificate dated as of the Closing Date, duly executed by the chief executive officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to: (i) the Signing AUA; and (ii) Company’s Assets Under Administration calculated as of 5:00 p.m. the Business Day prior to the ClosingClosing Date;
(x) a certificate dated as of the Closing Date, duly executed by the chief executive officer of the Company and SARs Holder (who remains a SARs Holder immediately prior to the Closing) for chief executive officer of Honkamp Xxxxxxx, given by each of him or her on behalf of the cancellation Company and cash payment for the Options and SARsHonkamp Xxxxxxx, respectively, and not in each of his or her individual capacity, certifying that (i) the accounts of the Company set forth on Schedule 6.21(b) were all the accounts received by the Company from a form referral by Honkamp Xxxxxxx as of September 30, 2019, and (ii) no fees or other amounts are owed or will be owed by the Company to Honkamp Xxxxxxx or any of its Affiliates with respect to such accounts;
(y) documents executed by the Rollover Investors reasonably acceptable satisfactory to Buyerthe Buyer and the Rollover Investors needed to memorialize the Rollover Investment;
(z) evidence reasonably satisfactory to the Buyer that the Company has amended the investment advisor agreements described in Section 6.21; and
(paa) such other documents, certificates and instruments reasonably necessary to effectuate the transactions described in this Agreement.
Appears in 1 contract
Sellers and the Company’s Deliveries on the Closing Date. At Seller hereby delivers, or prior is causing the Company to the Closing, Sellers and the Companydeliver, as applicable, shall deliver to BuyerPurchaser:
(a) a certificate signed on behalf share transfer power, duly executed by Seller and sufficient to transfer the Purchased Securities to Purchaser, free and clear of the Company by an executive officer of the Companyall Liens, dated the Closing Date, certifying to the effect that each of the conditions specified in Section 7.1(a)-(c) have been satisfied; provided, that with respect to Section 7.1(a), such officer, in his capacity as officer of the Company, shall only be required to certify as to the representations and warranties contained in Article IVexcept Permitted Exceptions;
(b) the original or any validly substituted certificate(s) from the each of the Sellers representing the Purchased Shares held by each Seller, duly endorsed in blank or accompanied by transfer powers and with all requisite signatures including those of any other party (including any spouse) holding any interest in the Purchased Shares, any transfer tax stamps attached and otherwise sufficient to transfer the Purchased Shares to Buyer or its designee, in each case, free and clear of any and all Liens other than Permitted Exceptions;
(c) duly executed certificates of non-foreign status of Sellers in form attached hereto as Exhibit A;
(d) (i) expense statements respecting all Estimated Transaction Expenses to be repaid as of the Closing (the “Transaction Expense Statements”), and (ii) customary payoff letters respecting the Estimated Closing Debt Amount, each in a form reasonably acceptable to Buyer and the Company (the “Payoff Letters”), providing for the release of any Liens (other than Permitted Exceptions) related thereto, to the assets of the Company and the Subsidiaries or to the Stock and 1st Global Insurance Stock, including UCC-3 termination statements or similar documents, with no continuing Liability to the Company and the Subsidiaries in connection therewith; and (iii) evidence which reasonably reflects that all Transaction Expenses have been satisfied (or will be satisfied at or promptly following Closing) with no further Liability to the Company or the Subsidiaries;
(e) a certificate dated as of the Closing Date, duly executed by the secretary an officer of the CompanyCompany and Seller, as applicable, given by him or her on behalf of the Company and Seller, as applicable, and not in his or her individual capacity, certifying as to: (i) an attached copy of the resolutions of the board of directors directors, or comparable supervisory body of the Company and Seller, as applicable, authorizing and approving the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement, and stating that such resolutions have not been amended, modified, revoked or rescinded; (ii) the incumbency, authority and specimen signature of each officer of the Company and Seller, as applicable, executing this Agreement Agreement, any Company Document or any Seller Document on behalf of the CompanyCompany and Seller, as applicable; and (iii) true and complete attached copies of the Articles of Incorporation and By-laws or comparable organizational documents of the Company and each Seller, as applicable, including certificates of the Subsidiaries;
(f) copies of the Articles of Incorporation incorporation (or equivalent document) of the Company and each of the Subsidiaries certified by the Texas Secretary of State or the Delaware Secretary of State or the relevant Government Authority, as applicable, as of a date not more than five (5) Business Days prior to the Closing Dateby-laws;
(gc) certificates of good standing (or comparable certificates) dated not more than five (5) Business Days prior to the Closing Date with respect to the Company and the Subsidiaries Seller, as applicable, issued by the state applicable representative of the relevant Governmental Body of the respective jurisdiction of incorporation or formation of each such Person and each other jurisdiction in which the Company and the Subsidiaries are qualified to do businessentity;
(hd) an Escrow Agreement in form attached hereto as Exhibit B (a transition services agreement among Purchaser, Seller and the “Escrow Agreement”)Company, duly executed by Sellers’ Representative;
Seller and the Company (i) the consents listed on Schedule 2.6(i“Transition Services Agreement”);
(j) all minute books, equity record books and organizational records of the Company and each of the Subsidiaries;
(ke) written resignations, resignations and release of claims to fees or proof of removal, expenses of each of the officers and directors of the Company and the Subsidiaries listed on Schedule 2.6(k), each in a form and substance reasonably satisfactory to Buyer;
(l) evidence (including a copy) reasonably satisfactory to Buyer that the Tail Policy has been procured;
(m) evidence (in a form that Buyer reasonably requires) of the revocation of existing authorities given by the Company and the Subsidiaries to its banks for operation of its bank accounts and giving authority in favor of such persons as Buyer may nominate to operate such accounts;
(n) evidence reasonably satisfactory to Buyer (including any necessary third-party assignments) that the Company and the Subsidiaries own the domain names set forth next to each of the Company and the Subsidiaries’ names on Schedule 2.6(n2.7(e);
(of) releases from each Optionholder (who remains an Optionholder immediately prior to evidence of that Seller and/or the Closing) and SARs Holder (who remains a SARs Holder immediately prior to Company has obtained the Closing) for the cancellation and cash payment for the Options and SARs, respectively, in a form reasonably acceptable to Buyerthird party consents set forth on Schedule 2.7(f); and
(pg) such other documents, certificates evidence of the proper and instruments reasonably necessary to effectuate timely consummation of the transactions described in this Contribution Agreement.
Appears in 1 contract
