STOCKHOLDERS' DELIVERIES Sample Clauses
STOCKHOLDERS' DELIVERIES. The Stockholders shall deliver at the Closing the certificates representing Company Stock, duly endorsed in blank by the Stockholders, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the Stockholders' expense, affixed and canceled. The Stockholders agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such Company Stock or with respect to the stock powers accompanying any Company Stock.
STOCKHOLDERS' DELIVERIES. At the Closing, the Stockholders shall, and shall cause the Company and the Subsidiaries, as applicable, to execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Buyer all of the following:
(a) one or more certificates representing the Shares owned by such Stockholder, accompanied by stock powers duly endorsed in blank;
(b) evidence of the obtaining of all material approvals from any Governmental Entity listed in Section 4.4 of the Disclosure Schedule;
(c) evidence satisfactory to Buyer of the obtaining of all necessary consents, waivers, and approvals of parties to any Contract as listed in Section 4.4 of the Disclosure Schedule;
(d) an Employee Agreement, in substantially the form attached hereto as Exhibit A (each, an “Employee Agreement”) executed by each of Xxxxxx Xxxxx, Xxxxx Xxxxx, Ara Israilian, Xxxxxx Xxxxx and Xxxxx Xxxxxxxx, which shall be in effect as of the Closing Date and such Stockholders shall not have taken any action which would be prohibited by the Employee Agreements were such agreements in effect at the time of such action;
(e) an Employee Proprietary Information Agreement from each employee of the Company identified by Buyer, which shall be in effect as of the Closing Date;
(f) written resignation letters from each of the respective directors and officers of the Company and any Subsidiaries effective as of the Closing Date in a form acceptable to Buyer;
(g) a Non-Competition Agreement in substantially the form attached as Exhibit D hereto, executed by each of Xxxxxx Xxxxx, Xxxxx Xxxxx, Ara Israilian, Xxxxxx Xxxxx and Xxxxx Xxxxxxxx;
(h) evidence of termination of the Tenrox USA 401(k) Plan, effective as of the Closing;
(i) evidence of termination of the Company’s Share Option Plan, effective as of the Closing;
(j) evidence of termination of the Company’s 2005 USA and Registration Rights Agreement and each of the Company’s Voting Trust Agreements;
(k) a countersigned Option Cancellation Agreement executed by the Company and each of the Optionholders in the form of Exhibit A hereto;
(l) the Statement of Expenses pursuant to Section 2.4, certified as true and correct by the Company as of the Closing Date in form acceptable to Buyer;
(m) determination of the Estimated NWC in accordance with Schedule 6.3(m) hereto;
(n) a duly and validly executed copy of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Buyer, that are necessar...
STOCKHOLDERS' DELIVERIES. Stockholders shall have delivered to Holding Company at the Closing:
STOCKHOLDERS' DELIVERIES. Within five (5) days of the execution of this Agreement, the Stockholders shall deliver the Shares to the Escrow Agent in the Purchasers’ names in their Proportionate Amounts or in Gunnerman’s name with two medallion signature guaranteed stock powers endorsed in blank. In such case, the Escrow Agent is instructed to arrange for the Company’s transfer agent to reissue the Purchased Stock in the Proportionate Amounts of each Buyer.
STOCKHOLDERS' DELIVERIES. Subject to the conditions set forth in this Agreement, at the Closing, simultaneously with Purchaser's deliveries hereunder, the Stockholder shall deliver or cause to be delivered to Purchaser the documents, instruments and materials set forth on Exhibit B, all in form and substance provided for therein.
STOCKHOLDERS' DELIVERIES. On each Closing Date for the Securities for which Purchasers have given a Notice, Stockholders shall deliver to Purchasers: certificates for all of the Securities to be acquired by the Purchasers as of such Closing Date, in the applicable denominations and registered in the name of the applicable Purchaser or his designee. Each such certificate shall bear a legend substantially to the following effect: The shares of stock represented by this Certificate have been acquired, for investment only, directly or indirectly from the issuer or an affiliate of the issuer without being registered under the Securities Act of 1933, as amended ("Act"), or the securities laws of any state or other jurisdiction, and are restricted securities as that term is defined under Rule 144 promulgated under the Act. These shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of (a "Transfer") unless they are registered under such Act and the securities laws of any applicable states and other jurisdictions or unless such Transfer is exempt from such registration.
STOCKHOLDERS' DELIVERIES. At the Closing:
(i) each Stockholder shall deliver to the Buyer a duly executed counterpart of this Agreement;
(ii) the Stockholders shall deliver or cause to be delivered to the Buyer duly executed counterparts to the RE PSA executed by the Seller Parties party thereto;
(iii) each Stockholder shall deliver or cause to be delivered to the Buyer and the Escrow Agent a counterpart to the Escrow Agreement that has been duly executed by such Stockholder and each of the other Seller Parties party thereto;
(iv) the Stockholders shall deliver or cause to be delivered to the Buyer the PPP Consent duly executed by the Company, the PPP Lender and the Stockholders;
(v) the Stockholders shall deliver the Remaining Payoff Amount, if any, by wire transfer of immediately available funds to the accounts designated in the Bank Debt Payoff Letters;
(vi) the Stockholders shall deliver to the Buyer certificates evidencing the Acquired Interests duly endorsed in blank or with stock powers, in each case duly executed by the applicable Stockholder;
STOCKHOLDERS' DELIVERIES. At or prior to the Closing, Stockholder shall deliver to the Corporations and Xxxx, Omega and OHSI, as applicable, the following documents:
STOCKHOLDERS' DELIVERIES. At the Closing, the Stockholders shall deliver to the Buyer:
a. A certificate or certificates representing the Stock signed by the applicable Stockholders, in proper form, free and clear of all liens, claims, encumbrances and restrictions, fully paid and non-assessable to the Buyer except as may be imposed under restrictions on transfer imposed under Rule 144 of the Securities Act and similar laws imposed by various states.
b. The Employment Agreements, executed by the Queens, in the forms attached as Exhibit 5.7(b) (the "Employment Agreements").
c. The Non-Competition and Non-Solicitation Agreements, executed by the Stockholders, in the forms attached as Exhibit 5.7(c) (the "Non-Competition Agreements").
d. A certificate, dated the Closing Date and signed by each of the Stockholders, certifying that the conditions specified in Sections 5.4 (a) and (b) above have been fulfilled.
e. The Last Balance Sheet and Financial Statements plus a list of additional known liabilities, excluding those incurred in the ordinary course of business, for goods or services to benefit Buyer or Health Watch after Closing.
f. At Buyer's written request at least 10 days before the Closing Date, and at the sole cost of the Stockholders payable upon request, the opinion of Xxxxxx X. Xxxxxxxxx, P.A., counsel to the Trust, dated the Closing Date, addressed to Buyer, substantially in the form of Exhibit 5.7 (e) hereto.
g. A pay-off letter from FSS and such other documents from FSS reasonably requested by Buyer stating the amount of money necessary to make payment in full of all amounts owing to FSS by Health Watch as of Closing and to cause the release of any liens, pledges or other encumbrances on the Assets, the Business or any other properties of Health Watch securing the payment of funds due to FSS.
STOCKHOLDERS' DELIVERIES. The Stockholders shall deliver to ECGT:
(a) As soon after the Closing as is feasibly possible and no later than three business days from the Closing, a certificate or certificates evidencing the ownership of each Stockholder of all stock of CareView currently owned by them, respectively, duly endorsed for transfer to ECGT; and
(b) The certificates, resolutions and opinions specified in Article 5 below.