Shareholder Deliveries. (a) At the Closing, each Shareholder shall:
(i) deliver stock certificates representing the Target Shares (the "Shareholder Stock Certificates"), duly endorsed for transfer, to the Purchaser;
(ii) deliver or cause to be delivered the documents set forth on Section 8.2(d);
(iii) deliver an executed Registration Rights Agreement;
(iv) deliver or cause to be delivered the legal opinion referred to in Section 8.2(d)(ii) below;
(v) deliver executed Security Agreements;
(vi) deliver an executed Pledge Agreement; and
(vii) deliver an Option Agreement executed by Xxxxxxxxxx.xxx, Inc. in the form of Exhibit K.
(b) In addition:
(i) Xxxxxxxxxxx shall deliver an executed employment agreement substantially in the form attached as Exhibit H-1;
(ii) Houston shall deliver an executed employment agreement substantially in the form attached hereto as Exhibit H-2; and
(iii) Xxxxx shall deliver an executed employment agreement substantially in the form attached hereto as Exhibit H-3.
Shareholder Deliveries. At the Closing, the Shareholder shall deliver ---------------------- to Simtek:
(1) the certificates representing shares of Stock in negotiable form, duly endorsed in blank, or with separate notarized stock transfer powers attached thereto and signed in blank;
(2) a legal opinion from Sparks Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxx, PC, legal counsel to the Shareholder, substantially in form attached as Exhibit 4.1(b);
(3) evidence, satisfactory to Simtek, of all consents or approvals of those persons whose consent or approval is required in connection with the transactions contemplated hereby under any material contract of ILSI or otherwise;
(4) letters of resignation, effective as of the Closing Date, executed and tendered by each of the then incumbent directors and officers of ILSI; and
(5) an employment agreement, duly executed by Shareholder, substantially in the form of the attached Exhibit 4.1(e).
Shareholder Deliveries. Shareholder shall deliver to Buyer at the Closing:
i. Stock certificates representing all of the Stock, together with duly endorsed in blank stock powers.
ii. Certified copies of the Articles of Incorporation and Bylaws of the Company, Certificate of Good Standing issued by the Pennsylvania Secretary of State, Resolution of the Shareholders and Directors of the Company, and such other resolutions, certificates, consents or other documents of authority as provided for herein, or as may be otherwise necessary to convey and transfer the Stock, and all other instruments or documents that counsel for Buyer may reasonably request in order to assure compliance with the terms and conditions of this Agreement.
iii. Updated financial information through the Closing Date as contemplated by Section 2.02.n below.
iv. Noncompetition Agreement as contemplated by Section 4.02.e below.
v. Consulting Agreement as contemplated by Section 4.03.e below.
vi. Stock Certificates previously issued to Shareholder by Buyer and referred to in Section 1.03.b.i(3) and Section 1.04 below, together with a Medallion Guaranteed stock powers therefor.
vii. Resignations of the current officers and directors of the Company.
viii. Any documents reasonably required or necessary in connection with the Company's pension and/or profit sharing plans.
Shareholder Deliveries. (a) The Shareholder shall deliver to WCI the certificates representing the outstanding Corporation's Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank.
(b) The Shareholder shall deliver to WCI an opinion of counsel for the Shareholder, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 5.2(c).
(c) The Shareholder shall deliver evidence reasonably satisfactory to WCI that all required third-party consents to the transactions contemplated hereby, including without limitation all Required Governmental Consents and all required consents of the landlords under all real estate leases to which the Corporation is a party, were obtained and the Shareholder shall deliver an estoppel certificate from the landlords under all real estate leases to which the Corporation is a party confirming the terms thereof and the rental amount owing thereunder, certifying that such lease is in full force and effect, that the Corporation is not in default under
Shareholder Deliveries. (a) The Shareholder shall deliver to WCI the certificates representing the outstanding Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank.
(b) The Shareholder shall deliver to WCI an opinion of counsel for the Shareholder, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 8.2(b).
(c) The Shareholder shall deliver evidence reasonably satisfactory to WCI that all required third-party consents to the transactions contemplated hereby, including without limitation all Required Governmental Consents and all required consents of the landlords under all real estate leases to which either of the Corporations is a party, were obtained and the Shareholder shall deliver an estoppel certificate from the landlords under all real estate leases to which either of the Corporations is a party confirming the terms thereof and the rental amount owing thereunder, certifying that such lease is in full force and effect, that such Corporation is not in default under any of the terms or conditions thereof, that there have been no amendments or modifications to any such lease (or specifying the same), and otherwise containing such statements and certifications as WCI may require.
(d) Each of the Corporations shall deliver to WCI evidence satisfactory to WCI showing that all written employment contracts and all oral employment contracts other than those that are terminable "AT WILL" without payment of severance (other than normal severance benefits approved by WCI) or other benefits with non-union employees of that Corporation (including, without limitation, stock options or other rights to obtain equity in that Corporation) have been terminated, effective on or before the Closing Date.
(e) The Corporations shall deliver Schedules 1.2(a), 1.2(b), 1.2(c), 1.2(d) and 3.22
Shareholder Deliveries. At the Closing, each Shareholder shall deliver to the Purchaser:
(i) Certificates representing each share of Capital Stock being purchased by Purchaser from each such Shareholder duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and any other documents as may be reasonably requested by Purchaser to effectuate the transfer of the shares of Capital Stock.
(ii) A copy of the Escrow Agreement (the “Escrow Agreement”) in substantially the form of Exhibit A hereto, duly executed by Agent.
(iii) A copy of Purchaser’s employment agreement and employee confidentiality, non-competition and proprietary rights assignment agreement duly executed and delivered by each Shareholder, excluding Xxxxxx X. Xxxxxxx, who is not an employee, such agreements to be effective upon the Closing.
(iv) A copy of the applicable Participation Agreement pursuant to the Milestone and Bonus Plan, duly executed and delivered by each Shareholder.
Shareholder Deliveries. The holders of 100% of the outstanding shares of Company Common Stock shall have delivered properly completed and validly executed letters of transmittal, original Certificates representing all shares of Company Common Stock held by such shareholder, duly endorsed in blank, and such other documents and instruments as may be required pursuant to the letter of transmittal.
Shareholder Deliveries. At the Closing, the Shareholder is delivering:
(i) duly executed forms of transfer in respect of, and share certificates for, the Company Shares, accompanied by duly executed stock transfer powers in blank;
(ii) the employment agreements between the Company and the Shareholder and Xxxxxx Xxxxxxxxxx, respectively, in the forms attached to Schedule 1.3(A) (the “Employment Agreements”) and executed by the Shareholder and Xxxxxx Xxxxxxxxxx, respectively;
(iii) the Registration Rights Agreement between the Issuer and the Shareholder, in the form attached to Schedule 1.3(A) (the “Registration Rights Agreement”) and executed by the Shareholder;
(iv) The Escrow Agreement (as defined in Section 1.4), executed by the Shareholder;
(v) the additional agreements, documents, certificates and materials listed on Schedule 1.3(A); and
(vi) a certificate of non-foreign status in the form attached to Schedule 1.3(A) dated as of the day immediately preceding the Closing Date, sworn under penalty of perjury.
Shareholder Deliveries. The Shareholders shall deliver ---------------------- to Buyer at the Closing:
(i) Stock certificates representing all of the Shares, duly endorsed for transfer.
(ii) Consents executed by all necessary parties whose consent to the transactions contemplated hereby is required under the terms of the Company's contracts, licenses or rights. Such consents are described in Schedule 1.02(a)(ii) hereto. The Shareholders acknowledge that the consents described in Schedule 1.02(a)(ii) do not satisfy the requirements under this Section 1.02(a)(ii). Buyer agrees to allow the Shareholders five (5) business days after the date hereof to obtain consents satisfactory to Buyer and Shareholders agree to obtain such consents within such time. Failure to obtain such consents within such time shall be a breach of this Agreement and Buyer shall be entitled to indemnification under Section 6.01(a).
(iii) Such indemnity agreements as may be required by Buyer to indemnify and protect Buyer in the event that the Shareholders fail to obtain any of the consents or other documents to be executed by third parties and delivered by Shareholders pursuant to this Section 1.02.
(iv) the Estimated Balance Sheet (described in Section 1.05 below).
(v) A Certificate of Compliance and a "Certificat d'attestation" of the Company from the appropriate Governmental Entity.
(vi) Such other resolutions, certificates or other documents of authority as provided for in Schedule 1.02(a)(vi) hereto or elsewhere herein, and all other instruments or documents that counsel for Buyer may reasonably request in order to assure compliance with the terms and conditions of this Agreement, including those set forth in Section 5.02 hereof.
Shareholder Deliveries. Shareholders will deliver to Coastcast:
(i) STOCK CERTIFICATES AND ASSIGNMENTS. The certificates evidencing the Shares, duly endorsed or accompanied by duly executed stock powers in proper form for transfer of the Shares to Coastcast on the stock transfer records of XXXX, with signatures witnessed or guaranteed in a manner satisfactory to Coastcast.
