SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Shareholders shall deliver to Buyer the following instruments and documents, in form and substance satisfactory to Buyer and its counsel:
(a) Certificates representing the Shares, respectively registered in the names of the Shareholders, each duly endorsed by the respective Shareholder for transfer. On submission of those certificates to Corporation for transfer, Corporation shall issue to Buyer a new certificate representing the cumulative shares, registered in the name of Buyer;
(b) The stock books, stock ledgers, minute books, and corporate seals of Corporation;
(c) The certificate of the Shareholders and the Corporation, executed by the Corporation's president and treasurer referenced in Section 7.01(d);
(d) The statement of seller as provided in Section 7.01(e);
(e) The letter confirming the Corporation's financial condition as of not more than five (5) business days prior to Closing, as provided in Section 7.01(g);
(f) Except as otherwise specified by Buyer, the written resignations of all the officers and directors of Corporation;
(g) Employment agreements between Shareholders and Corporation, dated the Closing Date, in the form set forth in Exhibit 2;
(h) Certificate executed by the Selling Parties (including a certificate of the Corporation signed by its president or vice president and secretary or treasurer), dated the Closing Date, certifying that their respective representations and warranties in this Agreement are true and correct at and as of the Closing Date, as though each representation and warranty had been made on that date; and
(i) A general release in the form set forth in Exhibit 3, in favor of Corporation, executed by each Shareholder, and dated the Closing Date.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Selling Parties shall deliver or cause to be delivered to Buyer.
(a) A Bxxx of Sale with respect to the Acquired Assets.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At closing, Shareholder and Corporation must deliver to Pathways the following instruments, in form and substance satisfactory to Pathways and its counsel, the following:
8.1.1 A certificate or certificates representing the Shares, registered in the name of Shareholder, duly endorsed by Shareholder for transfer or accompanied by an assignment of the Shares duly executed by Shareholder,. On submission of that certificate or certificates to Corporation for transfer, Corporation will issue to Pathways a certificate representing the Shares, registered in Pathways' name.
8.1.2 The stock books, stock ledgers, minute books, and corporate seals of Corporation.
8.1.3 The opinion of counsel as provided in paragraph 6.4 of this Agreement.
8.1.4 Except as otherwise specified by Pathways, the written resignations of all the officers and directors of Corporation.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Corporation and Subsidiary must deliver or cause to be delivered to Buyer:
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Selling Parties shall deliver or cause to be delivered to Buyer:
(a) The Lease of the property commonly known as 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx substantially in the form of Exhibit A attached to this agreement (the “Lease”).
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Sellers shall deliver to Buyer the following instruments, in the form and substance satisfactory to Buyer, against delivery of the item specified in Section 9.3:
(1) A certificate or certificates representing the Stock, registered in the names of Sellers, duly endorsed by Sellers for transfer to Buyer or accompanied by an assignment of the Stock duly executed by Sellers;
(2) The documents necessary to reconstitute AMAX's board of directors so that it consists of five members, two of whom are persons initially designated by AMAX's current board, who shall be Xxxxx Xxxx and Xxxx Xxxx and three of whom are persons initially designated by Buyer, which shall be Xxxx Xxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx.
(3) The documents necessary to reconstitute AIT's board of directors so that it consists of five members, two of whom are persons initially designated by AIT's current board, who shall be Xxxxx Xxxx and Xxxx Xxxx and three of whom are initially designated by Buyer, which shall be Xxxx Xxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxxx; and
(4) Evidence of Selling Parties' compliance with Section 5.9 (AMAX's Stock Option Plan).
(5) AMAX and AIT BOD minutes, dated concurrently with the closing, changing fiscal year end of the companies to December 31, effective immediately.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Selling Parties shall deliver or cause to be delivered to Buyer:
(a) A Xxxx of Sale with respect to the Acquired Assets.
(b) An Assignment of Lease and Landlord’s Consent to Assignment with respect to each of:
(i) 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, Xxxxxxxxxx;
(ii) 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx; and
(iii) 000 Xxxx “X” Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx.
(c) Instruments of assignment and transfer of all other Acquired Assets (if any).
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, each of the Selling Parties shall deliver or cause to be delivered to Purchaser each of the following as may be required pursuant hereto with respect to each such Party:
a. A certificate executed by the president or vice president and the secretary or treasurer of the Company certifying that all the Company's representations and warranties under this Agreement are true as of the Closing Date, as though each of those representations and warranties had been made on that date.
b. Resignations effective as of the Closing, of each director and officer of the Company other than those whom the Purchaser shall have specified in writing at least five business days prior to Closing.
c. Simultaneously with the consummation of the transfer the Shareholders will put Purchaser into full possession and enjoyment of all Company Shares to be conveyed and transferred by this Agreement. To this end, Shareholder shall deliver the certificates or other indices of ownership to Purchaser.
d. Selling Parties shall provide a Resolution of the Shareholder authorizing the sale of the Company Shares. Selling Parties, at any time before or after the Closing Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Purchaser, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Purchaser for the purpose of assigning, transferring, granting, conveying, and confirming to Purchaser, or reducing to possession, any or all property to be conveyed and transferred under this Agreement. If requested by Purchaser, the Company further agrees to prosecute or otherwise enforce in its own name for the benefit of Purchaser any claims, rights, or benefits that are transferred to Purchaser under this Agreement and that require prosecution or enforcement in the Company's name. Any prosecution or enforcement of claims, rights, or benefits under this section shall be solely at Purchaser's expense, unless the prosecution or enforcement is made necessary by a breach of this Agreement by any of the Selling Parties.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At closing, Shareholders and Corporation must deliver to Pathways the following instruments, in form and substance satisfactory to Pathways and its counsel, the following:
8.1.1 A certificate or certificates representing the Shares, registered in the name of Shareholders, duly endorsed by Shareholders for transfer or accompanied by an assignment of the Shares duly executed by Shareholders, with signatures guaranteed by a member of the New York Stock Exchange or by a bank or trust company, and with all required documentary stock transfer stamps affixed or accompanied by Shareholders' personal check for the amount of these stamps. On submission of that certificate or certificates to Corporation for transfer, Corporation will issue to Pathways a certificate representing the Shares, registered in Pathways' name.
8.1.2 The stock books, stock ledgers, minute books, and corporate seals of Corporation.
8.1.3 The opinion of counsel as provided in paragraph 6.5 of this Agreement.
8.1.4 Except as otherwise specified by Pathways, the written resignations of all the officers and directors of Corporation.
SELLING PARTIES' OBLIGATIONS AT CLOSING. At the Closing, Selling Parties shall deliver to Buyer the following instruments, in form and substance satisfactory to Buyer and its counsel, against delivery of the items specified in paragraph C(1) of Article Eight:
1. A certificate or certificates representing the Shares, registered in the name of each Shareholder, duly endorsed by Shareholder for transfer or accompanied by an assignment of the Shares duly executed by Shareholder, with signatures guaranteed by a bank 15 or trust company, and with all required documentary stock transfer stamps affixed or accompanied by Shareholder's personal check for the amount of these stamps. On submission of that certificate or certificates to Corporation for transfer, Corporation shall issue to Buyer a certificate representing the Shares, registered in the Buyer's name.
2. The stock books, stock ledgers, minute books, and corporate seals of Corporation and Subsidiary.
