Shareholders’ Closing Deliveries. At the Closing, each of the Shareholders will deliver or cause to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser:
(a) a certificate pursuant to Section 3.3(a); and
(b) share certificates evidencing the Purchased Shares from the Shareholder duly endorsed for transfer or all such instruments of transfer, duly executed, which in the opinion of the Purchaser acting reasonably are necessary to effect and evidence the transfer of the Purchased Shares of the Shareholder to the Purchaser.
Shareholders’ Closing Deliveries. At the Closing, Shareholders shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Shareholders’ Closing Deliveries. At the Closing, the Shareholders shall deliver, or cause to be delivered, to the Purchaser the following:
(a) a certificate executed by each Shareholder as to compliance with the conditions set forth in Sections 8.1(b), (c), (d) and (e);
(b) stock certificates representing the Shares and accompanying stock powers duly executed by the Shareholders, evidencing the transfer of the Shares to the Purchaser;
(c) waivers, effective as of the Closing Date, in form and substance reasonably satisfactory to the Purchaser, of the officers, directors, shareholders and managers, as applicable, of the Company and each of its Subsidiaries, which waive and release all claims against the Company and each of its Subsidiaries, its officers, directors, managers, employees and representatives (and any and all claims against the Purchaser and its Affiliates and any of their officers, directors, managers, employees and representatives to the extent derived from any such claim) arising out of, relating to, or resulting from any cause whatsoever from the beginning of time to the Closing Date; provided, however, that such waivers shall not cover any claims arising under this Agreement, Shareholder Ancillary Documents or Purchaser Ancillary Documents;
(d) a certificate by the Secretary or any Assistant Secretary of the Company, dated the Closing Date, as to the good standing of the Company and each of its Subsidiaries in their respective jurisdictions of incorporation and in each other jurisdiction where the Company or any Subsidiary is qualified to do business;
(e) the organizational record books, minute books and corporate seal of the Company and each of its Subsidiaries;
(f) the Escrow Agreement;
(g) an executed Consulting Agreement substantially in the form of Exhibit 9.2(g);
(i) an executed Guardsource Agreement;
(j) the opinion of counsel referred to in Section 8.1(g); and
(k) all other documents required to be entered into by the Company, its Subsidiaries and the Shareholders pursuant hereto necessary to convey the Shares to the Purchaser or to otherwise consummate the transactions contemplated hereby.
Shareholders’ Closing Deliveries. 33 9.02 LLC and Members' Closing Deliveries.............................................. 34 9.03 Buyer's Closing Deliveries....................................................... 34
Shareholders’ Closing Deliveries. At the Closing, the Company -------------------------------- and Shareholders shall deliver or cause to be delivered to 4MC:
8.2.1 certificates representing all the issued and outstanding shares of the Company, duly endorsed and in the case of the Subsidiaries an assignment duly endorsed of all limited liability interests of the Subsidiaries (which are not owned by the Company) in the form and substance attached hereto as Exhibit H); ---------
8.2.2 a certificate, dated as of the Closing Date, executed by the Company and Shareholders to the effect that the representations and warranties contained in this Agreement are true and correct in all material respects at and as of the Closing Date and that the Company and Shareholders have complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by them on or prior to the Closing Date;
8.2.3 an opinion of the Shareholders', Company's and Subsidiaries' counsel in a form mutually satisfactory to the respective parties;
8.2.4 certificates of good standing for the Company and each Subsidiary, which certificates shall not have been issued more than thirty (30) days prior to the Closing Date;
8.2.5 the Escrow Agreement (as defined in Section 13.6) duly executed;
8.2.6 evidence of existence of all Required Consents; 8
Shareholders’ Closing Deliveries. At the Closing and subject to the terms and conditions contained in this Agreement, Shareholders shall deliver or cause to be delivered to Purchasers the following:
6.2.1 Certificates evidencing the Shares conveyed by Shareholders, free and clear of any Encumbrances duly endorsed in blank for transfer or accompanied by an assignment separate from certificate.
6.2.2 A certification of the entries in the Company's stock record book evidencing the conveyance of the Shares by the Shareholders to the Purchasers free and clear of any Encumbrances (provided, however, that the certificates issued to Purchasers may have restrictions noted thereon as required by law, including any required by applicable securities laws).
6.2.3 The Mutual Release, in the form of Exhibit "E", will contain a non-competition clause from Xxxx Xxxxxx in favor of First Cash on the terms set forth therein.
6.2.4 The Shareholders', Company's and Xxxx Xxxxxx'x written confirmation that the Mutual Release includes all claims that they had, or could have had, against First Cash through the end of the Closing Date, all on the same terms as stated in the Mutual Release.
Shareholders’ Closing Deliveries. At the Closing, the Shareholders shall deliver to Calavo the following instruments, agreements and documents, duly executed where applicable, each of which must be in form and substance reasonably satisfactory to Calavo:
(a) Stock certificates evidencing all shares of Maui Fresh's capital stock that are issued and outstanding immediately prior to the Closing, marked "cancelled";
(b) A stock certificate evidencing the shares of Maui Fresh stock acquired by Calavo in the Merger;
(c) Evidence of the repayment of all outstanding principal and interest on all loans that have been made by the Shareholders to Maui Fresh or the LLC;
(d) All resignations from the Board of Directors of Maui Fresh or the Management Committee or other governing body of the LLC that are requested by Calavo;
(e) The Closing certificate described above in Section 5.2(b);
(f) The Xxxxx Xxxxxxxxx Agreement and the Xxxxxxx Xxxxxxxxx Agreement; and
(g) Stock assignments duly executed by the Shareholders regarding the Calavo Merger Shares that are required to be delivered as security to Calavo, which Calavo shall use in the event that it is entitled by this Agreement to satisfy an obligation of the Shareholders by causing Calavo Merger Shares to be delivered back to Calavo.
Shareholders’ Closing Deliveries. The Shareholders shall have delivered to Delta and the Buyer all of the closing deliveries set forth in Section 2.2 hereof.
Shareholders’ Closing Deliveries. At the Closing, in addition to documents referred to elsewhere herein, the Shareholders shall deliver, or cause to be delivered from the Acquired Company or other third parties, including officers of the Acquired Company, to Interallied:
(1) Stock Certificates owned by the Shareholders representing all the Acquired Company Shares duly transferred to Interallied;
(2) Minute books and corporate records of the Acquired Company;
(3) Copies of all Consents;
(4) Such other documents as Interallied or its counsel may reasonably request;
(5) Certificate of Shareholders and officers of the Acquired Company affirming the accuracy of representations, as of the Closing Date; and All such documents shall be satisfactory to Interallied and its counsel.
Shareholders’ Closing Deliveries. Shareholder shall have delivered, or caused to be delivered, to TechTeam at or prior to the Closing each of the following:
(a) certificate(s) representing the Capricorn Shares, duly endorsed in blank by Shareholder, or accompanied by a duly endorsed stock transfer power, along with a discharge of the security interests that are currently placed upon the Capricorn Shares as described in Section 4.4;
(b) the lock-up agreements and stock option agreements referenced in Sections 3.2(f) and 6.7(b) executed by Shareholder;
(c) the Employment Agreements and Stock Option Agreements referenced in Section 6.7 executed by Capricorn and the other parties to those agreements;
(d) with respect to Capricorn, a certified copy of Capricorn's articles of incorporation and a certificate of good standing issued by the state of Michigan, and a certificate of qualification or good standing in each of the jurisdictions in which Capricorn is qualified to transact business issued by the secretary of state or other appropriate authority of each such jurisdiction, and in each case, dated no more than thirty (30) days prior to the Closing Date;
(e) a copy of the bylaws of Capricorn which shall be certified to be accurate, complete and as in effect as of the Closing Date by the Secretary of such entity;
(f) the minute and stock books and corporate seal (if any) of Capricorn;
(g) valid and binding consents of all Persons whose consent or approval is required to be set forth in Sections 4.6 and 4.7 of the Disclosure Schedule;
(h) a certified copy of the resolutions of the Board of Directors of Capricorn authorizing the execution, delivery and performance of this Agreement and the Related Agreements;
(i) the certificates referenced in Sections 8.4 and 8.5; and
(j) copies executed by Shareholder and Capricorn (as appropriate) of all loan agreements, promissory notes, security agreements and other documents needed to evidence the Sentry Replacement Loan (as defined in Section 4.4) if TechTeam is required to make the Sentry Replacement Loan to Capricorn.
