The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Company shall have delivered to the Purchaser all of the following:
(a) copies of all third party (including landlords) and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein;
(b) a certificate of the Secretary of State of the State of Wisconsin that the Company is in good standing in such State;
(c) a legal opinion issued by counsel to the Company, dated as of the Closing Date, in a form reasonably acceptable to the Purchaser and its counsel;
(d) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby, including title to Vehicles;
(e) certificate of the Company certifying that the conditions to the Closing set forth in Section 3.6(a) and (b) have been satisfied;
(f) all of the documentation required to record the transfer of, and transfer to, the Purchaser title to the Owned Real Property and the Company’s right, title and interest in the Leased Real Property;
(a) an ALTA owner’s and/or leasehold owner’s policy of title insurance on forms of and issued by one or more title insurer’s reasonably satisfactory to Purchaser (“Title Insurer”) insuring the title of Purchaser to the Owned Real Property located in the United States listed in Schedule 4.7, in an amount equal to the value of such Owned Real Property as determined by the mutual agreement of the parties, subject only to Permitted Exceptions and such other exceptions as are reasonably satisfactory to Purchaser (the “Title Policies”), and the Company shall have paid to such title companies all expenses and premiums of such title companies in connection with the issuance of such policies, including any endorsements thereto and (b) Estoppel Certificates with respect to the real property leases listed in Schedule 4.7, if any;
(h) such members of the boards of directors and such officers of the Subsidiaries as are designated in a written notice delivered at least five (5) business days prior to the Closing Date by Purchaser to the Company shall have tendered, effective at the Closing, their resignations as such directors and officers; and
(i) stock certificates of the Subsidiaries with stock transfers in blank, or other assignment documents required to transfer the equity interest in the Subsidiaries to Purchaser.
The Company’s Closing Deliveries. Subject to satisfaction or waiver of the conditions set forth in Section 8, at the Closing, the Company shall deliver to Buyer:
(a) the certificate contemplated by Section 7.1, duly executed by the Company’s Chief Executive Officer;
(b) a copy of (i) the Company’s articles of incorporation, certified as of the most recent practicable date by the Virginia State Corporation Commission, accompanied by a certificate of the Secretary or Assistant Secretary of the Company stating that no amendments have been made to such articles of incorporation since such date, and (ii) the Company’s bylaws, certified as of the Closing by the Secretary or Assistant Secretary of the Company;
(c) a certificate of the Virginia State Corporation Commission as to the good standing of the Company as of the most recent practicable date;
(d) evidence of receipt of all consents listed on Schedule 7.11;
(e) written resignations from each of the officers and directors of the Company; and
(f) a certificate of a duly authorized officer of the Company certifying (i) the Closing Debt Amount and, if such Closing Debt Amount is more than zero, specifying to whom such Closing Debt Amount is payable (accompanied by payoff letters or similar documentation from the creditors to whom all or a portion of such Closing Debt Amount is owed that include payment instructions and include the full and final release of any and all Encumbrances relating to such Closing Debt Amounts on the assets of the Company following receipt of the amount set forth in such payoff letters, and (ii) the SAR Amount as of the Closing Date. The Company shall deliver to Buyer in writing at least two Business Days prior to the expected Closing Date the Company’s estimates of the Closing Debt Amount and the SAR Amount.
The Company’s Closing Deliveries. At the Closing, the Company shall deliver to Seller the Redemption Price and each document required to be delivered to Seller hereunder.
The Company’s Closing Deliveries. At or prior to the Closing, the Company shall deliver to the L3D-BVI Shareholders the following:
(a) all applicable schedules hereto;
(b) resolutions approved by the Company’s current Board of Directors appointing designees of L3D-BVI to the Company’s Board of Directors;
(c) certificates representing Company Shares issued in the denominations as set forth opposite the respective names of the L3D-BVI Shareholders as set forth on Schedule A on the Closing Date, duly authorized, validly issued, fully paid for and non-assessable;
(d) copies of board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the Company Shares hereto;
(e) resignations of Xxxxx Xxxxx and Xxxx Xxxxxx, and any other person, as the case may be, from the Company's Board of Directors and as officers of the Company;
(f) an opinion of the Company's legal counsel satisfactory to the L3D-BVI Shareholders; and
(g) any other document reasonably requested by the L3D-BVI Shareholders that it deems necessary for the consummation of this transaction, including the books and records of the Company.
The Company’s Closing Deliveries. At or prior to the Closing, the Company shall deliver to the SUGAR-BVI Shareholders the following:
(a) any applicable Schedules hereto;
(b) stock certificates representing restricted Company Shares issued in the amounts as set forth opposite the respective names of the SUGAR-BVI Shareholders as set forth on Exhibit A on the Closing Date, duly authorized, validly issued, fully paid and non-assessable;
(c) copies of Board resolutions approving this transaction and authorizing the issuance of the Company Shares; and
(d) any other document reasonably requested by the SUGAR-BVI Shareholders that they deem necessary for the consummation of this transaction.
The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Company shall have delivered to the Purchaser all of the following:
3.4.1 copies of all third party and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein;
3.4.2 a certificate of the Secretary of State of the State of Florida that the Company is in good standing in such State;
The Company’s Closing Deliveries. At the Closing, the Company shall deliver or cause to be delivered to GMPTS the following:
The Company’s Closing Deliveries. At the Closing, the Company shall deliver the Bandwidth Service Agreement duly executed by the Company to Kelley.
The Company’s Closing Deliveries. At the Closing, the Company shall deliver to MergerSub the following:
(a) all such certificates, instruments, agreements and other documents described or otherwise referred to in Section 2.4.
The Company’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Company shall have delivered to Purchaser all of the following:
(a) certificates of the Secretary of State of the State of California and the California Franchise Tax Board providing that the Company is in good standing;
(b) certified copies of the resolutions of the Company's board of directors approving the transactions contemplated by this Agreement;
(c) copies of all third party (including landlords) and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein;
(d) an opinion, dated the Closing Date, of counsel to the Company, in form and substance reasonably satisfactory to the Purchaser;
(e) a certificate of the Company certifying that the conditions to Closing set forth in Section 3.4 have been satisfied;
(f) written resignations, effective the Effective Time, of the directors and officers of the Company;
(g) the Merger Documents to be executed by the Company and its officers, as applicable;
(h) possession of the minute books, stock record books and other books and records of the Company, including without limitation originals of all Company leases, licenses and other contracts; and
(i) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby.
