Deliveries by the Buyer. At the Closing, the Buyer will deliver, or cause to be delivered, the following to the Seller:
(a) The Purchase Price, as adjusted pursuant to the provisions of Section 3.3(a), by wire transfer of immediately available funds in accordance with Seller's instructions or by such other means as are agreed upon by the Seller and the Buyer;
(b) The opinion of counsel and officer's certificate contemplated by Section 7.2;
(c) The Assignment and Assumption Agreement, duly executed by the Buyer;
(d) Copies, certified by the Secretary (or other authorized representative performing similar functions) of the Buyer and the Buyer's Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer and Buyer's Parent, respectively, in connection herewith, and the consummation of the transactions contemplated hereby;
(e) Certificates of the Secretary of the Buyer and the Buyer's Parent, respectively, which shall identify by name and title and bear the signatures of the officers or managers of the Buyer and Buyer's Parent, respectively, authorized to execute and deliver this Agreement and the other agreements contemplated hereby to which the Buyer or the Buyer's Parent is a party;
(f) Certificates of Good Standing with respect to the Buyer and Buyer's Parent issued by the Secretary of State of such entity's organization;
(g) All such other instruments of assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the Buyer to assume the Assumed Liabilities in accordance with this Agreement;
(h) Copies of any and all governmental and other third party consents, waivers or approvals obtained by the Buyer with respect to transfer of the Purchased Assets, or the consummation of the transactions contemplated by this Agreement;
(i) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement;
(j) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement; and
(k) The payment, in a manner specified by the Seller, for any Capital Expenditures, OM Expenditures or related lost margin costs incurred by the Seller pursuant to Section 6.1(c).
Deliveries by the Buyer. On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following:
(A) The cash portion of the Purchase Price by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, 40,000 shares of Common Stock described in Section 2(E) of Article II, shall be paid to the Escrow Agent to be held in accordance with the terms of the Escrow Agreement.
(B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities.
(C) The Escrow Agreement duly executed by the Buyer and the Escrow Agent.
(D) The Employment Agreements and Consulting Agreement executed by Buyer.
(E) Resolution of the Board of Directors of Buyer, authorizing the execution of this Agreement and the transactions contemplated hereby.
(F) The Subscription Agreement executed by Parent.
(G) The Right of First Refusal Agreement executed by Parent.
(H) Certificates issued by Parent to the Company, representing the shares of Common Stock for that portion of the Purchase Price to be paid in Common Stock as set forth in item 5 of Exhibit A, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933 as amended, and is subject to the terms of the Right of First Refusal Agreement.
(I) Consent to a press release in form satisfactory to the Company and Buyer relating to this Agreement and the transactions contemplated hereby.
Deliveries by the Buyer. The Buyer will deliver or cause to be delivered to the Seller:
Deliveries by the Buyer. At or by the Closing, the Buyer shall have caused the following documents to be executed and delivered:
(a) the agreements, opinions, certificates, instruments and other documents contemplated in SECTION 9.2;
(b) the Employment Agreements; and
(c) all other documents, certificates and instruments required hereunder to be delivered to the Company, or as may reasonably be requested by the Company at or prior to the Closing.
Deliveries by the Buyer. Upon the terms and subject to the conditions contained in this Agreement, the Buyer shall make, or cause to be made, the following deliveries to the Seller at the Closing:
(a) The Merger Consideration due from Buyer to the Seller pursuant to Section 1.7 hereunder shall be delivered to the Seller at the Closing;
(b) The Buyer's Certificate pursuant to Section 7.2(d) of this Agreement, duly executed by the appropriate officer of Buyer;
(c) An opinion of counsel to the Buyer, dated the Closing Date, and substantially in the form attached hereto as Exhibit 2.3(c);
(d) The Articles of Merger, in substantially the form attached hereto as Exhibit 2.2(g), and the Certificate of Merger, in substantially the form attached hereto as Exhibit 2.3(d), each duly executed by the Merger Subsidiary;
(e) The Seller's Employment Agreement and the Seller's Noncompetition Agreement, in substantially the forms attached hereto as Exhibit 2.2(h), in each case duly executed by the Buyer;
(f) The Registration Agreement, in substantially the form attached hereto as Exhibit 2.3(f), duly executed by the Buyer; and
(g) Such other documents, opinions and certificates as may be required under this Agreement or reasonably requested by the Seller.
Deliveries by the Buyer. At the Closing, the Buyer will deliver the following to or for the account of the Sellers:
(a) The consideration required by Section 1.2 above;
(b) The Employment Agreement required by Section 6.1 above;
(c) The Noncompetition Agreement required by Section 6.2 above;
(d) The Registration Rights Agreement required by Section 6.3 above;
(e) The Subordination Agreements required by Section 6.4 above;
(f) The Escrow Agreement required by Section 6.5 above;
(g) A certificate of an officer of the Buyer certifying as of the Closing Date (i) a true, correct, and complete copy of the Certificate of Incorporation of the Buyer and all amendments thereto as in effect on the Closing Date; (ii) a true, correct, and complete copy of the bylaws of the Buyer and all amendments thereto as in effect on the Closing Date; (iii) a true, correct, and complete copy of the resolutions approved and adopted by the Board of Directors of the Buyer authorizing the transactions contemplated herein; and (iv) Certificate of Good Standing from the Delaware Secretary of State; and
(h) All other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise required in connection herewith.
Deliveries by the Buyer. Subject to the terms and conditions hereof, at the Closing, the Buyer will deliver or cause to be delivered the following to the Seller:
(a) the Purchase Price, in immediately available funds, as set forth in Section 1.1 hereof;
(b) the Operating Agreement, the Transition Services Agreement and the Telecom Agreement; and
(c) all other documents, instruments and writings required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement.
Deliveries by the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered to the Selling Parties all of the following:
Deliveries by the Buyer. At the Closing, the Buyer shall deliver the following:
(a) By wire transfer of immediately available funds to the Sellers' accounts (a portion of which shall be placed into the Sellers' Representative Escrow as provided in Section 11.2 herein), an aggregate amount equal to the Estimated Purchase Price, reduced by (i) an amount (the "Escrow Amount") equal to twenty percent (20%) of the excess of the Estimated Purchase Price over the Estimated Cash Amount, to be deposited in the escrow (the "Escrow") with the Escrow Agent pursuant to the terms of the Escrow Agreement described in Section 2.2(b) below, (ii) a sum equal to twenty percent (20%) of the Estimated Net Working Capital (such sum, the "Net Working Capital Holdback"), and (iii) the A/R Reserve Escrow amount, to be deposited into a sub-account of the Escrow as provided in Section 1.7.
(b) By wire transfer of immediately available funds to the account of U.S. Bank (the "Escrow Agent"), an amount equal to the Escrow Amount and the A/R Reserve Escrow amount, to be held pursuant to the terms of the Escrow Agreement by and among the Buyer, the Sellers' Representative (as defined herein) and the Escrow Agent in substantially the form attached hereto as Exhibit B (the "Escrow Agreement");
(c) The Escrow Agreement, executed on behalf of the Buyer;
(d) The Non-Competition Agreement, executed on behalf of the Buyer;
(e) An opinion of the Buyer's counsel in the form attached as Exhibit C;
(f) A Certificate of the Secretary of the Buyer as to the resolutions authorizing the transactions contemplated hereby and a Certificate of an executive officer of the Buyer reaffirming, and updating as necessary, the Buyer's representations and warranties contained in Article IV; and
(g) Such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated hereby.
Deliveries by the Buyer. At the Closing, the Buyer shall deliver to Vector or cause to be delivered to Vector the following instruments and documents:
(a) The Purchase Price as provided in Section 1.2(a) hereof; and (b) Such other documents, instruments and certificates of the officers of the Buyer as may be reasonably requested by Vector.
