Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable:
(a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.
(b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.
(c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities ...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.1;
(b) the Buyer and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;
(c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware and the Articles of Merger with the Department;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Stockholders") shall deliver to the Buyer the certificate(s) representing his Common Shares (as defined below);
(e) the Buyer shall pay to each Stockholder by wire transfer to the account designated in writing by such Stockholder the cash into which his Common Shares are converted pursuant to Section 1.5, and the Buyer shall instruct the transfer agent for the Buyer's common stock, $.01 par value per share ("Buyer Common Stock"), to deliver certificates for the Initial Shares (as defined below) to each Stockholder in accordance with Section 1.5 at the Closing; and
(f) the Buyer, Devix X. Xxxxxx, xx his capacity as indemnification representative for the Stockholders (the "Indemnification Representative"), and United States Trust Company (the "Escrow Agent") shall execute and deliver an Escrow Agreement in the form attached hereto as Exhibit A (the "Escrow Agreement"), the Stockholders shall deliver to the Escrow Agent the Escrow LC (as defined below) and blank stock powers (as described in Section 1.8), and the Buyer shall instruct the transfer agent for the Buyer Common Stock to deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.8.
Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file the Articles of Merger with the Secretary of State of the State of Nevada;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, if requested by the Parent, deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below);
(e) the Parent shall deliver certificates for the Initial Shares and DM Initial Shares (each as defined below) to each Company Stockholder in accordance with Section 1.5 and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), as contemplated by Section 1.8(d);the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of one individual, (ii) evidence of the resignations or termination of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of Xxxxx Xxxxxxxxx as sole director to serve immediately following the Closing Date, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and
(f) the Parent, Xxxxx Xxxxxxxxx (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”), and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing:
(i) the Stockholders will deliver to the Buyer:
(A) the certificates, instruments, and documents referred to in Section 7(a);
(B) stock certificates representing the outstanding Company Shares, endorsed in blank or accompanied by duly executed assignment documents; and
(C) the resignations of the members of the Company's Board of Directors other than Xxxxxxx X. Xxxxxx.
(ii) the Buyer will deliver to the Stockholders:
(A) the certificates, instruments, and documents referred to in Section 7(b); and
(iii) the Buyer will pay the Initially Adjusted Purchase Price plus the Provisional Tax Gross-Up Amount (the "Initial Payment") as follows: (A) the Buyer will pay to Quanta an amount equal to the aggregate purchase price payable by each Investing Stockholder under his or her Subscription Agreement; (B) the Buyer will pay to the Escrow Agent, by wire transfer to the account specified in the Escrow Agreement, an amount equal to the aggregate Required Escrow Value of the Escrow Stockholders other than the Investing Stockholders; and (C) the Buyer will pay to each Stockholder, by check or, at the Buyer's option, by wire transfer to an account specified by such Stockholder, an amount equal to such Stockholder's Percentage Interest of the Initial Payment, less the amounts, if any, paid to Quanta or the Escrow Agent on behalf of such Stockholder pursuant to clauses (A) or (B) of this Section 2(d)(iii).
(iv) Each of the Investing Stockholders will deliver to the Escrow Agent the share certificate(s) representing such Stockholder's Escrow Shares, accompanied by a duly executed stock power.
Actions at the Closing. At the Closing:
(i) Seller shall deliver (or cause to be delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1;
(ii) Buyer shall deliver (or cause to be delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2;
(iii) Seller shall deliver to Buyer an executed Xxxx of Sale in substantially the form attached hereto as Exhibit C (the “Xxxx of Sale”);
(iv) Seller shall deliver to Buyer an executed Trademark Assignment in substantially the form attached hereto as Exhibit D (the “Trademark Assignment”);
(v) The Parties shall execute and deliver to each other a Patent License Agreement in substantially the form attached hereto as Exhibit E (the “Patent License Agreement”), pursuant to which Seller will grant a nonexclusive, royalty-free, perpetual license to Buyer under the patents and patent applications owned by Seller as of the Closing Date related to the Business to make, use, sell, offer for sale and import the current products of the Business, as applicable;
(vi) Seller shall deliver (or cause to be delivered) evidence reasonably satisfactory to Buyer that all Encumbrances on the Acquired Assets in favor of Silicon Valley Bank and any other Person listed on Schedule 1.3(b)(vi) have been released and terminated;
(vii) Buyer shall deliver to Seller an executed Assumption Agreement and such other instruments as Seller may reasonably request in order to effect the assignment and assumption by Buyer of certain of the Acquired Assets and the Assumed Liabilities;
(viii) Seller shall deliver or otherwise make available to Buyer the Records;
(ix) Seller shall deliver to Buyer an executed Non-Competition Agreement relating to the Business in substantially the form attached hereto as Exhibit F (the “Non-Competition Agreement”);
(x) Seller shall deliver to Buyer an executed sublease, on substantially the terms set forth on Schedule 1.3(b)(x), in a form reasonably satisfactory to the Parties with respect to the Real Estate Lease set forth Schedule 1.3(b)(x) (the “Sublease Agreement”);
(xi) Seller and Buyer shall execute and deliver to each other a Transition Services Agreement in substantially the form attached hereto as Exhibit G (the “Transition Services Agreement”);
(xii) Subject to Section 1.5, to the extent certificated, Seller shall deliver, or cause to be delivered, all stock certificates or other instruments evidencing equity interests in the Tr...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below;
(b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below;
(c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement;
(d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and
(e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a);
(e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and
(f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (the "Company Stockholders") shall deliver to the Buyer the certificate(s) (the "Certificates") representing his, her or its Company Shares (as defined below);
(e) the Buyer shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5(b); and
(f) the Buyer, Xxxxx X. Xxxxx and Xxxxx X. House, Sr. (each a "Indemnification Representative" and collectively, the "Indemnification Representatives") and State Street Bank and Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing, Seller and Seller Sub shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Immediate Consideration to Seller and deliver the Escrow Consideration to the Depository Agent, and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:
