Deliveries by each Seller. At or prior to the Closing, the Sellers shall deliver, or cause to be delivered, to Purchaser all of the Sellers’ Shares. In addition, on the Closing Date, Pershing Square, L.P. and Pershing Square II, L.P. shall each deliver a certificate of non-foreign status, dated as of the Closing Date, in the form attached as Exhibit B.
Deliveries by each Seller. At or prior to the Closing, each Seller (severally and not jointly) shall deliver, or cause to be delivered, to the Purchaser warrant certificates representing all of such Seller’s Warrants, accompanied by an assignment substantially in the form set forth in Exhibit B of the Warrant Agreement, duly endorsed and with the required signature guarantee in proper form for transfer to the Purchaser, with appropriate transfer stamps, if any, affixed. In addition, on the Closing Date either (x) each Seller (severally and not jointly) shall deliver a certificate of non-foreign status, dated as of the Closing Date, that complies with Section 1445 of the Code, executed by such Seller, or (y) to the extent that a Seller does not deliver a certificate pursuant to clause (x), the Purchaser may withhold amounts from the portion of the Purchase Price applicable to such Seller to the extent required pursuant to Sections 897 and 1445 of the Code. In addition, each Seller shall provide an executed counterpart to the Letter of Indemnification Supplemental to a Medallion Signature Guarantee attached hereto as Exhibit A.
Deliveries by each Seller. At or prior to the Closing, each Seller shall deliver, or cause to be delivered, to Purchaser (i) such Seller’s Shares, duly registered in the name of Purchaser, and (ii) a properly executed IRS Form W-9 or W-8, as applicable.
Deliveries by each Seller. At or prior to the Closing, each Seller shall deliver, or cause to be delivered, to Purchaser such Seller’s Securities (including a written statement from Computershare Trust Company, N.A., the transfer agent for the Company, confirming that the Securities have been duly registered in the name, and delivered to the account, of Purchaser).
Deliveries by each Seller. On the Closing Date, each Seller shall deliver (or cause delivery) to the Purchaser all of the following:
