SELLER'S SHAREHOLDERS Clause Samples
SELLER'S SHAREHOLDERS. The Seller Shareholder owns all of the issued and outstanding capital stock of the Seller.
SELLER'S SHAREHOLDERS. The Seller's Shareholders own one hundred percent (100%) of the issued and outstanding stock of Seller.
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SELLER'S SHAREHOLDERS and the Maple Companies’ Deliveries at Closing. Each of Seller, Shareholders and Maple Companies’, as applicable, shall deliver to Buyer at Closing:
8.1.1 An Assignment of equity interests or stock power assigning all of the Equity Interests owned by Seller to Buyer.
8.1.2 Good standing certificate or the equivalent for each of the Maple Companies, dated no earlier than ten (10) days before the Closing Date, from the applicable jurisdiction of incorporation or formation and from each other jurisdiction in which each of the Maple Companies is qualified or registered to do business as a foreign corporation.
8.1.3 (a) A certified copy of the Certificate of Incorporation or Certificate of Formation/Organization (as applicable), and each amendment thereto, of each of the Maple Companies, from the secretary of state of the jurisdiction in which each of the Maple Companies is organized, and (b) a certified copy of each of the Maple Companies’ bylaws or operating agreement (as applicable) and each amendment thereto, as applicable.
8.1.4 Copies of the resolutions duly adopted by each of the Maple Companies authorizing the Maple Companies to execute, deliver and perform this Agreement and to consummate the transactions contemplated by this Agreement, certified by an officer of each of the Maple Companies, as applicable, as in full force and effect, without modification or rescission, on and as of the Closing Date.
8.1.5 Certificate of the Secretary of each of the Maple Companies as to the incumbency and signatures of the officers of each of the Maple Companies executing this Agreement;
8.1.6 Duly executed resignations of each director, manager and officer of each of the Maple Companies, other than as specified by the Buyer.
8.1.7 The minute books, equity transfer books and seal of each of the Maple Companies.
8.1.8 Payoff statements or termination statements and any other termination documents terminating all Encumbrances and claims in and to the Assets, the Owned Real Estate and the Leased Real Property.
8.1.9 Receipts acknowledging Buyer’s payment to Seller of the Purchase Price.
8.1.10 Copies of all Consents listed on Schedule 3.2, to the satisfaction of Buyer.
8.1.11 All keys to safe deposit boxes of each of the Maple Companies and authorized forms to change (i) the permitted users of the safe deposit boxes and (ii) permitted users and authorized persons for banking relationships.
8.1.12 Legal opinions of counsels to Seller, Shareholders, Guarantor and each of t...
SELLER'S SHAREHOLDERS. Share Certificates.
SELLER'S SHAREHOLDERS. Seller and Long represent and warrant to Buyer that Schedule 6.1 is a complete and accurate list of all persons or entities who own or hold any stock or equity interest in Seller ("Seller's Shareholders"), and the number of shares owned or held by each.
SELLER'S SHAREHOLDERS. Letter Agreement means the letter attached hereto as Schedule 1.1(n) to be signed by each of the Seller’s Shareholders.