Deliveries of the Company Sample Clauses
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.
(b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.
Deliveries of the Company. At or prior to the Effective Date, the Company shall deliver to APP the following, all of which shall be in a form reasonably satisfactory to APP:
(a) a copy of resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the Service Agreement and all related documents and agreements and consummation of the Merger, each certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments;
(b) a copy of resolutions of the Board of Directors of NewCo authorizing the execution, delivery and performance of the Service Agreement, the Security Agreement and the Physician Employment Agreements each certified by the Secretary of NewCo as being true and correct copies of the originals thereof subject to no modifications or amendments;
(c) a certificate of the President of the Company dated the Closing Date, as to the truth and correctness of the representations and warranties of the Company contained herein on and as of the Effective Date;
(d) a certificate of the President of the Company dated the Closing Date, (i) as to the performance of and compliance in all material respects by the Company with all covenants contained herein on and as of the Effective Date and (ii) certifying that all conditions precedent required by the Company to be satisfied shall have been satisfied;
(e) a certificate of the Secretary of the Company and the Secretary of NewCo certifying as to the incumbency of the directors and officers of such corporation and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of that corporation;
(f) certificates, dated within ten (10) days prior to the Effective Date, of the Secretary of State of New York for the Company and NewCo establishing that each such corporation is in existence, has paid all franchise or similar taxes, if any, and, if applicable, otherwise is in good standing to transact business in the state of New York;
(g) certificates, dated within ten (10) days prior to the Effective Date, of the Secretaries of State of the states in which either the Company or NewCo is qualified to do business, to the effect that each such corporation is qualified to do business and, if applicable, is in good standing as a foreign corporation in each of such states;
(h) all authorizations, consents, approvals, permits and licenses referenced in Section 3.27;...
Deliveries of the Company. Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company.
Deliveries of the Company. At the Closing, the Company shall deliver or cause to be delivered the following items to Acquisition Sub and Xybernaut:
(a) a certificate dated the Closing Date and executed by the President of the Company certifying the satisfaction of the conditions referred to in Sections 6.1(a) and (b);
(b) a certificate of the Secretary of the Company certifying the resolutions duly and validly adopted by the Company's Board of Directors evidencing the authorization of their execution and delivery of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and the names and signatures of the officers of the Company authorized to sign this Agreement and the other Company Transaction Documents;
(c) the opinion of Xxxxxxxx X. Xxxx, Esq., counsel to the Company, with respect to the matters set forth in Section 6.1(o);
(d) a tax, lien and judgment search of the Company in the Commonwealth of Virginia showing no items not disclosed in the Schedules to this Agreement;
(e) the registration rights agreement in the form of Exhibit 7.1(e) (the "Registration Rights Agreement"), providing for, among other things, Xybernaut's undertaking to use its best efforts after the Closing to file with the SEC, within ninety (90) days after the Effective Time, a registration statement on Form S-3 for the registration by Xybernaut of twenty-five percent (25%) the Xybernaut Shares issued pursuant to the Merger, the expenses of which registration shall be borne by the parties in the manner set forth in the Registration Rights Agreement;
(f) the certificates referred to in Section 6.1(l);
(g) [INTENTIONALLY OMITTED]
(h) a certificate duly executed by the President of the Company, attesting, with respect to the Company, the resolutions duly and validly adopted by the Company evidencing the authorization of its execution and delivery of this Agreement and the other Company Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, as to its articles of incorporation and bylaws, and as to the incumbency of each of its executive officers;
(i) a certificate with respect to the Company from the jurisdiction of its incorporation attesting as to its valid existence as of a date recent to the Closing Date;
(j) the Required Consents;
(k) the employment agreement between Xybernaut and Xxxxxxx Xxxxxx substantially in the form annexed hereto as Exhibit 7.1 (k), toge...
Deliveries of the Company. The Company has delivered all of the agreements, documents and instruments required under Section 2.4 to be delivered by the Company before or at the Closing.
Deliveries of the Company. At the Closing, the Company will deliver or cause to be delivered to Parent, the items referred to in Section 7.1 above simultaneously with the following items:
Deliveries of the Company. At the Closing (except as otherwise indicated), the Company shall deliver, or cause to be delivered, to the Purchasers:
(i) An executed counterpart to the A&R LLC Agreement, substantially in the form attached hereto as Exhibit A, which shall have been duly executed by the Company;
(ii) An executed counterpart to the Multiparty Agreement that shall have been duly executed by the Company;
(iii) An officer’s certificate of the Company, dated as of the Closing Date, certifying as to and attaching (A) the Certificate of Formation of the Company, (B) the Initial LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, as applicable, setting forth the name and title and bearing the signatures of such officers;
(iv) A certificate of the Secretary of State of the State of Delaware, dated within ten Business Days prior to the Closing Date, to the effect that the Company is in good standing in the State of Delaware;
(v) An officer’s certificate of the Company, dated as of the Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) have been satisfied;
(vi) In the event that the Commitment Fee is payable by the Company pursuant to Section 5.04, the Company shall deliver payment of the Commitment Fee by wire transfer of immediately available funds to such account as is designated in advance of the Closing by the Class B Purchasers; and
(vii) Such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their respective counsel may reasonably request.
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to Premier this Agreement executed by the Company.
(b) At or prior to the Closing, the Company shall deliver a certificate from the Company, signed by its authorized officer certifying and attaching copies of the Company’s Constituent Instruments and resolutions of the Board of Directors of the Company approving the Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
Deliveries of the Company. On May 7, 1991, as a condition to the ------------------------- Investors' obligation to pay the purchase price, the Company will deliver to the Investors the following:
(a.) an opinion of counsel to the Company, Fenwick & West, addressed to the Investors, in form and substance satisfactory to the Investors and to counsel to the Investors, Stroock & Stroock & Xxxxx;
(b.) copies of the resolutions adopted by the Company's Board of Directors authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;
(c.) a certificate, dated as of a recent date, of the Secretary of State of Connecticut attesting as to the good standing of the Company in such State;
(d.) a stock certificate registered in the name of such Investor representing the Preferred Shares purchased by such Investor; and
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent:
(i) this Agreement executed by Company; and
(ii) a certificate from the Company, signed by its authorized officer certifying that the attached copies of the Company Constituent Instruments and resolutions of the Board of Directors of the Company approving the Agreement and the Transactions are all true, complete and correct and remain in full force and effect.
(b) At or prior to the Closing, the Company shall deliver:
(i) To the Parent, a form of Current Report on Form 8-K, which is substantially in the form to be filed, which includes the financial statements and pro forma financial statements required by the Form 8-K for a reverse merger - shell transaction, together with a signed audit report of the independent accountants for the Company.