Shareholders' Deliveries. (a) The Shareholders 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 Shareholders shall deliver to WCI an opinion of counsel for the Shareholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 5.2(c).
(c) The Shareholders 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 Shareholders 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 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 the Corporation may require.
(d) The Corporation 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 the Corporation (including, without limitation, stock options or other rights to obtain equity in the Corporation) have been terminated, effective on or before the Closing Date.
(e) Clarx xxxll execute and deliver the Employment Agreement in the form of Exhibit 5.1(d).
Shareholders' Deliveries. The Shareholders shall deliver to BETA :
(a) A stock certificate or certificates evidencing the ownership of each Shareholder, of all shares of USAVE Stock currently owned by them, respectively, duly endorsed for transfer to BETA ; and
(b) The certificates, resolutions and opinions specified in Article 5 below.
Shareholders' Deliveries. At the Closing, each Shareholder shall deliver to FTER stock certificates which represent all of the ABTTC Shares held by them, duly endorsed, free and clear of any and all liens, encumbrances, security agreements, equities, options, voting agreements, claims, charges and restrictions, including any third-party legal or beneficial interest of any kind (except for those under the Option Agreements and Restriction Agreements), together with duly executed stock powers and/or any other instruments or documents necessary to effectuate the transfer of the shares described in this Section 5(b).
Shareholders' Deliveries. (a) The Shareholders 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 Shareholders shall deliver to WCI Uniform Commercial Code financing statement searches from the State of California, dated within thirty (30) days prior to the Closing Date, with an unofficial update on the Closing Date obtained from Information America or another reporting service, showing that there are no security interests, judgments, taxes, other liens or encumbrances outstanding against the Corporation or its assets, other than as disclosed on Part III of Schedule 3.8.
(c) the Shareholders shall deliver to WCI an opinion of counsel for the Shareholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 8.2(c).
(d) the Shareholders shall execute and deliver such other documents and instruments as are reasonably requested by WCI in order to consummate the transactions contemplated by this Agreement.
(e) The Corporation 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 the Corporation (including, without limitation, stock options or other rights to obtain equity in the Corporation) have been terminated, effective on or before the Closing Date.
(f) The Shareholders shall execute and deliver, and shall cause each officers and director of the Corporation who is not a Shareholder to execute and deliver, a release substantially in the form of Exhibit 8.2(f).
(g) Each Shareholder shall execute and deliver the Investors' Rights Agreement.
(h) Each Shareholder shall execute and deliver the Stockholders Agreement substantially in the form of Exhibit 8.1(h).
Shareholders' Deliveries. Upon the execution of this Agreement, Shareholders shall deliver to Netivation the following:
A. The corporate charter and all amendments thereto and restatements thereof of InterLink certified by the official having custody over corporate records in the jurisdiction of incorporation of the corporation in question;
B. The current bylaws and minutes of all meetings and consents of shareholders and directors of InterLink;
C. Each certificate of qualification to do business as a foreign corporation of InterLink;
D. All stock transaction records of InterLink;
E. A certificate of the Secretary or Assistant Secretary of InterLink as to the accuracy, currency, and completeness of each of the above documents, the incumbency and signatures of officers of InterLink, the absence of any amendment to the charter documents of InterLink, and the absence of any proceeding for dissolution or liquidation of InterLink; and
F. Uniform Commercial Code, judgment and lien searches from the appropriate county and state agencies showing all liens against assets, which searches shall be conducted not more than ten (10) days prior to the execution of this Agreement.
Shareholders' Deliveries. The Shareholders shall deliver to the Company:
(a) Certificates evidencing the ownership of each Shareholder, of all shares of FOUNDERS Stock owned by them, respectively, duly endorsed for transfer to the Company; and
Shareholders' Deliveries. At the Closing, Shareholders will deliver to MacTarnahan (i) stock certificates representing the Common Stock, free of all liens, claims and encumbrances (other than restrictions under the federal and state securities laws), properly endorsed, or with stock powers executed in blank, and (ii) such other customary instruments, documents, and certificates reasonably satisfactory to MacTarnahan as will be necessary to carry out the intent and effectuate the purposes of this Agreement.
Shareholders' Deliveries. At the Closing, the Shareholder Representative shall deliver or cause to be delivered to SBI, the following:
(a) Certificates for all of the Shares outstanding on the Closing Date, duly endorsed by the respective Shareholders in blank, or with stock transfer powers duly executed by the respective Shareholders in blank attached, and with all required transfer tax stamps, if any, affixed.
Shareholders' Deliveries. Upon the execution of this Agreement, Shareholder shall deliver to Netivation the following:
A. the certificate of formation and all amendments thereto and restatements thereof of the Company certified by the official having custody over corporate records in the jurisdiction of the Company's organization;
B. the current operating agreement and minutes of all meetings and consents of members of the Company;
C. each certificate of qualification to do business as a foreign entity of the Company;
D. all membership interest transaction records of the Company;
E. a certificate of the Secretary or equivalent officer of the Company as to the accuracy, currency, and completeness of each of the above documents, the incumbency and signatures of officers of the Company, the absence of any amendment to the charter documents of the Company, and the absence of any proceeding for dissolution or liquidation of the Company; and
F. Uniform Commercial Code, judgment and lien searches from the appropriate county and state agencies showing all liens against assets, which searches shall be conducted not more than ten (10) days prior to the execution of this Agreement. AGREEMENT AND PLAN OF MERGER - 18
Shareholders' Deliveries. The Shareholders shall deliver to the Company:
(a) Certificates evidencing the ownership of each Shareholder, of all shares of OSM Stock owned by them, respectively, duly endorsed for transfer to the Company;
(b) Duly executed representation and restriction letters; and
(c) Duly executed counter parts of the Agreements referred to in paragraphs 2.1 (c) and (d) above (collectively the "Ancillary Agreements").
