Shareholders' Deliveries Sample Clauses
The 'Shareholders' Deliveries' clause outlines the specific documents, materials, or actions that shareholders are required to provide or complete, typically as a condition to closing a transaction or fulfilling their obligations under an agreement. This may include delivering share certificates, executed agreements, consents, or other necessary paperwork to the company or other parties involved. By clearly specifying these requirements, the clause ensures that all necessary items are provided in a timely manner, facilitating a smooth transaction process and reducing the risk of delays or disputes.
Shareholders' Deliveries. (a) At or promptly after the Effective Time, the Shareholders shall deliver to WCI in accordance with Section 2.4 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) At the Closing, the Shareholders shall deliver to WCI an opinion of one or more counsel for the Shareholders, dated as of the Closing Date, covering in substance the matters described in Exhibit 8.2(b).
(c) At the Closing, 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, were obtained and the Corporations or the Shareholders shall deliver an estoppel certificate from the landlords under all real estate leases to which each 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 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 WCI may reasonably require.
(d) At the Closing, the Shareholders shall cause each officer and director of each of the Corporations to deliver a resignation as an officer and/or director of that Corporation, together with a general release releasing the Corporations from all obligations under any indemnification agreements, the charter documents of the Corporations, or otherwise, to indemnify such officers and directors for liabilities and expenses arising out of or relating to this Agreement or the consummation of the transactions contemplated thereby, other than obligations arising after the Closing Date under this Agreement.
(e) At the Closing, the Shareholders shall deliver the Filed Plans duly executed by the respective Corporations.
(f) At the Closing, the Shareholders shall execute and deliver such other instruments and items as WCI shall reasonably request relating to the transactions contemplated by this Agreement.
(g) At the Closing, the Shareholders shall execute and deliver the Affiliate Letter (the "AFFILIATE LETTER") substantially in the form of Exhibit 8.2(g).
(h) Dona▇▇ ▇▇▇ Irmg▇▇▇ ▇▇▇ll execute and deliver to WCI counterparts of their respective Employment Agre...
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. The Shareholders shall execute and/or deliver or cause to be executed and/or delivered to Buyer all of the following:
(a) a certificate executed by each of the Shareholders to the effect that, as of the Closing Date:
(i) all representations and warranties made by such Shareholder under this Agreement are true, correct and complete; and
(ii) all covenants, obligations and conditions of this Agreement to be performed or complied with by such Shareholder on or before such date have been so performed; and
(b) each document or other delivery required to be delivered by the Shareholders pursuant to Section 3.1.
Shareholders' Deliveries. Subject to fulfillment or waiver of the ------------------------ conditions set forth in Section Five, at Closing, Shareholders shall deliver to Buyer all of the following:
(i) Certificates representing all shares, duly endorsed in blank with signatures guaranteed to the satisfaction of Buyer and any other documents of transfer and title reasonably requested by Buyer;
(ii) All stock books, stock ledgers, seals, minute books and other records and other documents required of Seller for closing the sale and purchase hereunder;
(iii) The certificate contemplated by Section Five-1, duly executed by an authorized Officer of New Directions; and
(iv) The certificate contemplated by Section Five-2, dated the Closing Date, signed by the Chief executive officer and principal accounting and financial transaction contemplated hereby.
Shareholders' Deliveries. The Shareholders shall deliver to LEAGUE NOW :
(a) A stock certificate or certificates evidencing the ownership of each Shareholder, of all shares of NYBD Stock currently owned by them, respectively, duly endorsed for transfer to LEAGUE NOW ; and
(b) The certificates, resolutions and opinions specified in Article 5 below.
Shareholders' Deliveries. The Shareholders shall deliver to Columbialum:
(a) A stock certificate or certificates evidencing the ownership of each Shareholder, of all shares of Integra Stock currently owned by them, respectively, duly endorsed for transfer to Columbialum; and
(b) The certificates, resolutions and opinions specified in Article 5 below.
(c) All of the books and records of Integra.
Shareholders' Deliveries. Shareholder shall deliver to Purchaser:
(i) Stock certificates representing all of the Shares, endorsed in blank or accompanied by duly executed assignment documents, and with all required transfer tax stamps, if any, affixed.
(ii) The Lease Amendments, as described in Article V, shall be executed by Shareholder and ▇▇. ▇▇▇▇▇▇▇, as Lessor, and on behalf of the Company, as Lessee, by its duly authorized officers.
(iii) Opinion letter from counsel for Company in the form of Exhibit B.
(iv) Receipt for the Purchase Price.
(v) Good Standing" certificate for Company and a certified copy of the articles of incorporation and all amendments thereto issued by the Secretary of State of Kansas and dated as of a date within 21 days prior to the Closing Date.
(vi) Any other certificates, documents or instruments referred to in Section 7.1 of this Agreement.
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. Against delivery of the Purchase Price by the Escrow Agent, and as a condition precedent to Buyer’s obligation to consummate the transactions contemplated hereunder, the Shareholders shall sell, assign, transfer and deliver to Buyer, or Escrow Agent, and simultaneous with the Escrow Agent’s delivers hereinafter specified, all of their respective right, title and interest in and to all of the Shares. In furtherance thereof, as a condition precedent to Buyer’s obligation to consummate the transactions contemplated hereunder, the Shareholders shall deliver to Buyer on or before the Closing Date the following:
6.1.1. A stock certificate(s), duly endorsed in blank or with a stock transfer power duly endorsed in blank or affixed thereto with respect to the Shares.
6.1.2. In addition, the Shareholder shall deliver or cause to be delivered to Buyer:
6.1.2.1. Shareholders’ Legal Opinion, executed by the Shareholders’ legal counsel, along with both the results of a search of U.C.C. filings with respect to the Companies and a report issued by D▇▇▇ & Bradstreet regarding the Companies;
6.1.2.2. All documentation which, in the reasonable opinion of Buyer’s counsel, is satisfactory and/or reasonably necessary to consummate the transactions contemplated herein;
6.1.2.3. All executed Lease Contracts;
6.1.2.4. All executed Service Agreement(s)
6.1.2.5. The Covenant of Non Competition, executed by each Shareholder;
6.1.2.6. The Employment Contracts, executed by the Employee(s) as listed on Exhibit F.
6.1.2.7. The Asset Appraisal that represents a fair market value of not less than 125,000 US Dollars;
6.1.2.8. The Consulting Agreement, executed by the officers of the Company,
6.1.2.9. The Lease Fairness Opinion acceptable to the Buyer.