Examples of Certified Closing Report in a sentence
The Company shall make available such personnel as are reasonably necessary to assist Parent in its review of the Certified Closing Report.
Seller shall have delivered to Purchaser the Certified Closing Report and the documents and other items required to be delivered by it pursuant to Section 7.2(a), in form and substance reasonably satisfactory to Purchaser.
Each Shareholders’ Representative Calculation Report shall be prepared by the Shareholders’ Representative by using the Earn-Out Consideration Calculator and accompanying instructions included in the Certified Closing Report.
The Shareholders’ Representative shall be entitled to: (i) rely upon the Certified Closing Report, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Shareholder, Optionholder or other party.
The Certified Closing Report shall be reasonably acceptable to Purchaser.
As promptly as practicable after the Stockholders’ Representative’s disbursement to the Paying Agent of any portion of the Total Expense Fund pursuant to Section 10.14, the Stockholders’ Representative will cause the Paying Agent to, subject to Section 2.15, deliver to each Stockholder, Optionholder and SAFE Holder the amount of such portion of the Total Expense Fund allocable to such Person in accordance with the Certified Closing Report and the applicable provisions of this Agreement.
The allocation of the Aggregate Available Parent Common Stock set forth in Section 1.5 and the Certified Closing Report will comply with all applicable Laws, the Company’s Organizational Documents and all other plans and Contracts to which the Company or any securityholder of the Company is party to or by which the Company or any securityholder is bound.
APC shall have received the Certified Closing Report, the officer’s certificate referenced in subsection (a) above, and such other documents, agreements, filings, third party consents, assignments and other instruments, in form and substance reasonably satisfactory to APC, as may be required to consummate the Merger.
Capitalized terms used but not otherwise defined in this Certified Closing Report will have the same meanings ascribed to such terms in the Purchase Agreement.
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