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).
Appears in 1 contract
Samples: Stock Purchase Agreement (Waste Connections Inc/De)
Shareholders' Deliveries. (a) The At the Closing, the Shareholders shall deliver to WCI Buyer or Advantage Reimbursement, LLC, as applicable, all of the certificates representing following:
(a) a copy of the outstanding Corporation's Stock free and clear Certificate of all liens, security interests, claims and encumbrances, accompanied Incorporation of HAI certified as of a recent date by a stock power duly executed in blank.the Secretary of State of the State of Delaware;
(b) The Shareholders shall deliver to WCI an opinion a certificate of counsel for good standing of HAI issued as of a recent date by the ShareholdersSecretary of State of the State of Delaware;
(c) a certificate of the Chief Executive Officer of HAI, dated as of the Closing Date, in substantially form and substance reasonably satisfactory to Buyer, as to: (i) no amendments to the Certificate of Incorporation of HAI since a specified date; (ii) the Bylaws of HAI; (iii) the resolutions of the Shareholders and board of directors of HAI authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signature of the officer of HAI executing this Agreement;
(d) the certificates of HAI and each of the Shareholders contemplated by Sections 7.1 and 7.2, duly executed by an authorized officer of HAI and each of the Shareholders, respectively;
(e) the Assignment Separate from Certificate, in the form attached hereto as Exhibit 5.2(cA (the “Assignment”) duly executed by each Shareholder;
(f) all consents, waivers or approvals obtained by HAI with respect to the Advantage Reimbursement Performed Contracts or the consummation of the transactions contemplated by this Agreement;
(g) Employment Agreements in the forms attached hereto as Exhibit B-1 and B-2, duly executed by the applicable individuals;
(h) the Indemnification Agreement, in the form attached hereto as Exhibit C (the “Indemnification Agreement”), duly executed by HAI, Advantage Reimbursement, Xxxxxxx and Xxxxxxxxx.
(ci) 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 an opinion of the landlords under all real estate leases to which the Corporation is a partyShareholders’ legal counsel, 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 dated the Closing Date.
(e) Clarx xxxll execute and deliver the Employment Agreement , in the form of Exhibit 5.1(d)D hereto;
(j) a signed resignation of each of the directors of HAI, effective as of the Closing Date;
(k) the corporate minute book of HAI and any other corporate records as may be in the possession of the Shareholders as Buyer may request;
(l) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer or Advantage Reimbursement, LLC may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the assignment of the Advantage Reimbursement Performed Contracts to Advantage Reimbursement, LLC; (m) IRS Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases, properly completed and executed by the Shareholders, as contemplated in Section 10.3; and
(n) such other Closing documents as shall have been reasonably requested by Buyer, in form and substance reasonably accepted by Buyer’s counsel.
Appears in 1 contract
Samples: Purchase Agreement (Mediware Information Systems Inc)
Shareholders' Deliveries. (a) The At or promptly after the Effective Time, the Shareholders shall deliver to WCI in accordance with Section 2.4 the certificates representing the outstanding Corporation's Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank.
(b) The 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 substantially substance the form attached hereto as matters described in Exhibit 5.2(c8.2(b).
(c) The 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 and all required consents of the landlords under all real estate leases to which the Corporation is a partyConsents, 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 Corporation 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 the Corporation WCI may reasonably require.
(d) The Corporation 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 WCI evidence satisfactory indemnify such officers and directors for liabilities and expenses arising out of or relating to WCI showing that all written employment contracts and all oral employment contracts this Agreement or the consummation of the transactions contemplated thereby, 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 obligations arising after the Closing DateDate under this Agreement.
(e) Clarx xxxll 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 Employment Agreement Affiliate Letter (the "AFFILIATE LETTER") substantially in the form of Exhibit 5.1(d8.2(g).
(h) Donaxx xxx Irmgxxx xxxll execute and deliver to WCI counterparts of their respective Employment Agreements.
(i) The Shareholders shall execute and deliver to WCI the Common Stock Agreement.
Appears in 1 contract
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 Wyoming, 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 5.2(c).
(cd) 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.
(de) 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 willAT 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.
(ef) Clarx xxxll execute and The Shareholders shall cause each officer of the Corporation to deliver a resignation as an officer of the Employment Corporation together with a general release releasing the Corporation from all obligations under any indemnification agreements, the charter documents of the Corporation, or otherwise, arising out of or relating to this Agreement in or the form consummation of Exhibit 5.1(d)the transactions contemplated thereby, other than obligations arising after the Closing Date under this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Waste Connections Inc/De)
Shareholders' Deliveries. (a) The Shareholders shall deliver to WCI Buyer the certificates representing the outstanding Corporation's Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank.
(b) The Owner shall deliver to Buyer (and/or its designee) an executed bill xx sale or bills of sale and other instruments of transfer and conveyance for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of the Owner's right, title and interest in and to all of the Assets, accompanied by all third party consents required with respect thereto, including, without limitation, written evidence of the release of the liens and encumbrances with respect to the Assets;
(c) The Owner shall deliver to Buyer an executed assignment or transfer of the Assumed Contracts and Governmental Permits accompanied by all third party consents required with respect thereto;
(d) The Shareholders shall deliver to WCI Buyer (and/or its designee) all motor vehicle registrations and ownership documents for the motor vehicles being acquired by Buyer;
(e) The Shareholders shall deliver to Buyer an opinion of counsel for the Shareholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 5.2(c8.2(e).
(cf) The Shareholders shall deliver evidence reasonably satisfactory to WCI Buyer 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 any Seller 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 any Seller 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 Seller 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 Buyer may require.
(dg) The Corporation Each Seller shall deliver to WCI Buyer evidence satisfactory to WCI Buyer 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 WCIBuyer) or other benefits with non-union employees of the Corporation each Seller (including, without limitation, stock options or other rights to obtain equity in the any Corporation) have been terminated, effective on or before the Closing Date.
(eh) Clarx xxxll The Shareholders shall cause each officer and director of each Corporation to deliver a resignation as an officer and/or director of each Corporation together with a general release of each officer and director who is not a Shareholder releasing each Corporation from all obligations under any indemnification agreements, the charter documents of each Corporation, or otherwise, 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.
(i) The Shareholders shall execute and deliver the Escrow Agreement.
(j) The Shareholders shall deliver to Buyer a counterpart of the Employment Agreements executed by the Key Managers in the form of Exhibit 8.1(f).
(k) Each Shareholder shall execute and deliver the Second Amended and Restated Investors' Rights Agreement in the form of Exhibit 5.1(d8.1(g).
(l) Great Plains shall execute and deliver the Solid Waste Delivery Agreement in the form of Exhibit 8.1(h).
Appears in 1 contract
Shareholders' Deliveries. (a) The At or promptly after the Effective Time, the Shareholders shall deliver to WCI in accordance with Section 2.4 the certificates representing the outstanding Corporation's Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank.
(b) The 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 substantially substance the form attached hereto as matters described in Exhibit 5.2(c8.2(b).
(c) The 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 and all required consents of the landlords under all real estate leases to which the Corporation is a partyConsents, 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 Corporation 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 the Corporation WCI may reasonably require.
(d) The Corporation At the Closing, the Shareholders shall deliver to WCI evidence satisfactory to WCI showing that all written employment contracts cause each officer and all oral employment contracts other than those that are terminable "at will" without payment director of severance (other than normal severance benefits approved by WCI) or other benefits with non-union employees each of the Corporation (includingCorporations to deliver a resignation as an officer and/or director of that Corporation, without limitation, stock options or other rights to obtain equity in together with a general release releasing the Corporation) have been terminated, effective on or before the Closing Date.Corporations from
(e) Clarx xxxll 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 Employment Agreement Affiliate Letter (the "Affiliate Letter") substantially in the form of Exhibit 5.1(d8.2(g).
(h) Donaxx xxx Irmgxxx xxxll execute and deliver to WCI counterparts of their respective Employment Agreements.
(i) The Shareholders shall execute and deliver to WCI the Common Stock Agreement.
Appears in 1 contract
Shareholders' Deliveries. (a) The At the Effective, Time, 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 At the Closing, 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(c5.2(b).
(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 WCI 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 Keitx xxxll execute and deliver the Employment Consulting Agreement in the form of Exhibit 5.1(c).
(f) APE shall execute and deliver the Equipment Offer Agreement in the form of Exhibit 5.1(d).
(g) The Shareholders shall cause each officer and director of the Corporation to deliver a resignation as an officer and/or director of the Corporation together with a general release releasing the Corporation from all obligations under any indemnification agreements, the charter documents of the Corporation, or otherwise, 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.
Appears in 1 contract
Shareholders' Deliveries. (a) The Shareholders shall deliver to WCI Xxxx the certificates representing the outstanding Corporation's Stock ’s Stock, free and clear of all liens, security interests, claims and encumbrancesLiens, accompanied by a stock power powers 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 Xxxx that all required third-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 requireobtained.
(dc) The Corporation shall deliver to WCI Xxxx evidence satisfactory to WCI Xxxx showing that all written employment contracts and all oral employment contracts other than those described in Section 5.1(d) and 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.
(d) The Shareholders shall cause each officer and director of the Corporation to deliver a resignation as an officer and/or director of the Corporation.
(e) Clarx xxxll The Shareholder Representative shall execute and deliver the Employment Agreement Escrow Agreement.
(f) The Corporation shall deliver to Xxxx signature cards for all bank accounts set forth on Schedule 3.23(a), providing for the deletion of the names of the authorized signatories for such accounts immediately prior to the Closing and the addition of Xxxx’x designees immediately after the Closing.
(g) The Shareholders shall execute and deliver employment agreements with Xxxx or its parent on terms and conditions reasonably satisfactory to Xxxx
(h) The Shareholders shall deliver to Xxxx: (i) payoff letters from each lender with respect to any Funded Debt, in form and substance reasonably satisfactory to Xxxx, evidencing the aggregate amount of such Funded Debt outstanding thereunder as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with the prepayment of such indebtedness on the Closing Date), and an agreement that, if such aggregate amount so identified is paid to such lenders on the Closing Date, then such indebtedness shall be repaid in full (each a “Payoff Letter” and collectively the “Payoff Letters”); and (ii) subject to the proviso in this Clause (ii), UCC-3 termination statements or other appropriate documents in form and substance reasonably satisfactory to Xxxx that, when filed in the form applicable jurisdictions, will ensure that all Liens affecting any real or personal property of Exhibit 5.1(dthe Company or any of its Subsidiaries will be released (each a “Termination Statement” and collectively, the “Termination Statements”); provided, that this covenant shall be deemed to have been satisfied, with respect to any such Payoff Letter and any such Lien, to the extent that the applicable Payoff Letter and Termination Statement are delivered in accordance with Section 1.4(a)(ii) on or prior to July 17, 2006; provided, that all Funded Debt was reflected in the calculation of the Purchase Price, or has been paid from the Funded Debt Hold Back prior to such date.
Appears in 1 contract
