The Purchaser’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Purchaser shall have delivered to the Company, all of the following:
3.5.1 certificate of the Secretary of State of Illinois providing that the Purchaser is in good standing;
3.5.2 Secretary’s Certificate regarding the approval of the Agreement and transactions by the Purchaser’s board of directors;
3.5.3 a letter by Xxxxxxxx & Xxxxxx, LLP, in form reasonably acceptable to the Company and the Company’s counsel substantially in the form attached hereto as Exhibit C; and
3.5.4 such other documents, instruments or certificates (including customary incumbency and bring down certificates) as the Company may reasonably request to effect the transactions contemplated hereby.
The Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following:
(a) instructions to the Escrow Agent to release the Escrow Amount to the Seller and any additional information required under the Escrow Agreement necessary to release the Escrow Amount;
(b) the Xxxx of Sale, duly executed by the Purchaser;
(c) any required counter-part signature to the Equity Transfer Agreement;
(d) the counter-part signature of the General Assignment of the Registered IP and Intellectual Property Rights.
(e) the counter-part signature of the Assignment and Assumption Agreement for any intercompany payables or payment obligations of the Seller to Vital Therapies (Beijing) Co. Ltd .
The Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver the following to the Seller:
(a) the Amended and Restated FCF Royalty Agreement in the form attached as Schedule A, executed by the Purchaser;
(b) payment of the Purchase Price as provided in Section 2.2;
(c) a certificate of the Purchaser dated the Closing Date, executed by an authorized senior officer of the Purchaser, certifying as to the satisfaction of the conditions in Sections 6.1(a)(i) and 6.1(a)(ii); and
(d) certified copies of the resolutions of the directors of the Purchaser approving the transactions contemplated by this Agreement and the Transaction Documents and the execution and delivery of this Agreement and all Transaction Documents required to be executed and delivered by the Purchaser and the performance by the Purchaser of its rights and obligations hereunder and thereunder.
The Purchaser’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Purchaser shall have delivered to the Company, all of the following:
(a) certificate of the Secretary of State of Delaware providing that the Purchaser is in good standing;
(b) certificate of the Purchaser certifying that the conditions to the Closing set forth in Section 3.7(a) and (b) have been satisfied; and
(c) such other documents or instruments as the Company may reasonably request to effect the transactions contemplated hereby.
The Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to HondaSub the following, each of which shall be in form and substance satisfactory to HondaSub, acting reasonably:
(a) payment of the amounts required to be paid under Section 2.4(2);
(b) the agreements contemplated in Section 3.2(n);
(c) the Technology Agreement, executed by the Purchaser;
(d) the MTM/Honda Greenfield Sublicense, executed by the Purchaser;
(e) in respect of the Purchaser:
(i) a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence;
(ii) a certificate of incumbency; and
(iii) that number of copies reasonably required by HondaSub, certified by one of its senior officers, of its Constating Documents and of the resolutions of the board of directors of the Purchaser authorizing its execution, delivery and performance of this Agreement and of all Transaction Documents required by this Agreement to be delivered by the Purchaser;
(f) a certificate dated the Closing Date, confirming that the conditions set forth in Sections 4.2(1)(b) and 4.2(1)(c) of this Agreement have been fulfilled, performed or waived as of the Closing Date;
(g) an acknowledgement dated the Closing Date, that each of the conditions precedent in Section 4.1 of this Agreement have been fulfilled, performed or waived as of the Closing Date; and
(h) such further and other documentation as is referred to in this Agreement or as HondaSub may reasonably require to give effect to this Agreement and the Transactions contemplated hereby.
The Purchaser’s Closing Deliveries. At or before the Closing (as applicable), the Purchaser shall deliver or cause to be delivered to Company (or to the Proposal Trustee, if so indicated below), the following:
(a) a certificate dated as of the Closing Date and executed by the executive officer of the Purchaser confirming and certifying that each condition in Sections 6.1(a) and 6.1(b) has been satisfied;
(b) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by an appropriate Governmental Authority;
(c) the Subscription Price in accordance with Section 2.1;
(d) a list of Terminated Employees;
(e) an irrevocable release (the “Purchaser Release”) by the Purchaser in favour of:
(i) Company’s current and former directors, officers, employees, agents, representatives, and all of their respective advisors, including financial advisors and legal counsel; and (ii) the Proposal Trustee and its current and former Affiliates, directors, officers and employees and all of their respective advisors, legal counsel and agents (such persons in (i) and (ii) above being collectively referred to herein as the “Released Parties”) from any and all rights, actions, causes of action, suits, demands, debts, covenants, or claims of any nature whatsoever, whether contractual, extra-contractual, in law or in equity or otherwise, past, present or future, direct or indirect, whether known or unknown (collectively, the “Purchaser Released Claims”) against any of the Released Parties, including in their capacity as equity holders of Company, as applicable; save and except: (1) for any and all Purchaser Released Claims arising out of or in connection with any gross negligence, fraud or willful misconduct, on the part of the Released Parties; and (2) for any claims related to, connected with, or arising from the claim filed in the Supreme Court of British Columbia on October 19, 2023 under Action No. S-237106; and
(f) such other agreements, documents and instruments as may be reasonably required by Company to complete the Transactions provided for in this Subscription Agreement, all of which shall be in form and substance satisfactory to the Parties, acting reasonably.
The Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor, against delivery by the Vendor of the items listed in Section 3.2 above, the following:
(a) the certificate or certificates representing the Purchaser Shares registered in the name of the Vendor or as the Vendor may otherwise direct in writing;
(b) a certificate of the Vendor dated as of the Closing Date, in the form attached as Exhibit B;
(c) a certified copy of the board of directors of the Purchaser authorizing the issuance of shares to the Vendor;
(d) evidence in a form satisfactory to the Vendor, acting reasonably, that the Consents and Regulatory Approvals required to be obtained in regards to the issuance of the Purchaser Shares to the Vendor have been obtained; and
(e) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendor to complete the transactions provided for in this Agreement.
The Purchaser’s Closing Deliveries. At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following:
(a) payment of the amounts required to be paid under Section 2.2;
(b) receipts for the certificates representing the Purchased Shares;
(c) the technology agreement contemplated in Section 3.2(c), executed by the Purchaser;
(d) the Greenfield/Honda Sublicense, executed by the Purchaser;
(e) in respect of the Purchaser:
(i) a certificate of status or its equivalent under the laws of the jurisdiction governing its corporate existence;
(ii) a certificate of incumbency; and
(iii) that number of copies reasonably required by the Vendors, certified by one of its senior officers, of its Constating Documents and of the resolutions of the board of directors and shareholders of the Purchaser authorizing its execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser;
(f) agreements in form reasonably acceptable to Honda under which the Purchaser assumes from Honda Honda’s obligations under the following agreements:
(i) the Assignment of License Agreement as Amended between the Corporation, HondaSub and Honda dated May 6, 2004 in respect of the Greenfield License Agreement;
(ii) the amendment to the Greenfield License Agreement, styled as “Amendment #3”, entered into by Greenfield, HondaSub and Honda dated March 18, 2008; and
(iii) the Greenfield Sublicense Agreement; and
(iv) the IP License Agreement;
(g) a certificate of the Purchaser in respect of its representations and warranties set out in Section 5.4 substantially in the form of Schedule 3.3(g)(i) and a certificate of the Purchaser in respect of its covenants and other obligations set out in this Agreement substantially in the form of Schedule 3.3(g)(ii); and
(h) At Honda’s option, RC Elections in accordance with Section 6.4(7).
The Purchaser’s Closing Deliveries. Subject to and conditioned upon the Closing, on or prior to the Closing Date, the Purchaser shall have delivered to the Company all of the following:
(a) a certificate of the Secretary of State of the State of California providing that the Purchaser is in good standing and a certificate of the Secretary of State of the State of Delaware providing that the Parent is in good standing;
(b) certified copies of the resolutions of the Parent's and the Purchaser's boards of directors approving the transactions contemplated by this Agreement;
(c) an opinion, dated the Closing Date, of counsel to the Purchaser and Parent, in form and substance reasonably satisfactory to the Company;
(d) a certificate of the Purchaser certifying that the conditions to Closing set forth in Section 3.5 have been satisfied;
(e) the Merger Documents to be executed by the Purchaser and its officers, as applicable; and
(f) such other documents or instruments as the Company may reasonably request to effect the transactions contemplated hereby.
The Purchaser’s Closing Deliveries. On the Closing Date, the Purchaser will deliver or cause to be delivered to the Vendor the following Closing Documents:
(a) a share certificate or Direct Registration Statement (at the election of the Vendor) representing the Purchaser Shares issued by the Purchaser under Section 2.2, registered as directed by the Vendor;
(b) the Cash Payment;
(c) a copy of the conditional approval of the TSX for the Transaction (including the listing of the Purchaser Shares);
