Performance; Document Delivery. The Shareholder shall have performed, at or prior to the Closing Date, all acts in accordance with their covenants herein, including, but not limited to, delivery to Crusader and CRM of the following documents: (i) A good standing certificate regarding the Company, certified by the Secretary of State of such party's state of organization dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by the officers of Shareholder and the Company certifying that the representations and warranties of the Company and Shareholder set forth herein are true and correct as of the Closing Date and that each Shareholder has fulfilled all of the conditions of this Section10; (iii) Certificates representing the Shares, together with accompanying stock transfer powers or instruments of assignment, duly endorsed in blank by the applicable Shareholder; (iv) Resignations of each of the officers and directors of the Company effective as of the Closing Date; (v) Releases of each shareholder and each officer and director of the Company concerning any claim against the Company (other than current accrued wages and benefits), including any claims for indemnification, contribution or otherwise arising with respect to this Agreement, the representations, warranties and agreements contained herein and the transactions contemplated hereby; (vi) All books and records of the Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Crusader and CRM; and (vii) Evidence that all agreements or arrangements, whether written or oral, among the Shareholder and/or the Company that relate in any manner to the Company's common stock have been terminated.
Appears in 1 contract
Performance; Document Delivery. The Shareholder Company shall have performedperformed in all material respects, at or prior to the Closing Date, all acts in accordance with their covenants herein, including, but not limited to, delivery to Crusader and CRM SEI of the following documents:
(i) A good standing certificate regarding the Company, Company certified by the Secretary of State of such party's state of organization dated within five (5) business days prior to Closing;
(ii) A certificate dated as of the Closing Date signed by the duly authorized officers of Shareholder and the Company certifying that the representations and warranties of the Company and Shareholder set forth herein are true and correct in all material respects as of the Closing Date and that each Shareholder the Company has fulfilled all of the conditions of this Section10Section 10;
(iii) Resolutions of the Board of Directors and the Shareholder of the Company and in form and substance satisfactory to SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by an appropriate officer of the Company and the Shareholder;
(iv) An incumbency certificate certifying the identity of the officers of the Company and any Shareholder that is not a natural person;
(v) Certificates representing the SharesShares being exchanged, together with accompanying stock transfer powers or instruments of assignment, duly endorsed in blank by the applicable Shareholderblank;
(ivvi) Resignations of each of the officers and directors of the Company effective as of the Closing Date;
(vvii) Releases of each shareholder the Shareholder and each officer and director of the Company concerning any claim against the Company (other than current accrued wages and benefits), including any claims for indemnification, contribution or otherwise arising with respect to this Agreement, the representations, warranties and agreements contained herein and the transactions contemplated hereby;
(viviii) All books and records of the Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Crusader and CRMSEI; and
(viiix) Evidence that all agreements or arrangements, whether written or oral, among the Shareholder and/or the Company that relate in any manner to the Company's common stock Shares have been terminated.
Appears in 1 contract
Performance; Document Delivery. The Shareholder Company shall have performedperformed in all material respects, at or prior to the Closing Date, all acts in accordance with their covenants herein, including, but not limited to, delivery to Crusader and CRM SEI of the following documents:
(i) A good standing certificate regarding the CompanyCompany and any Shareholder that is not a natural person, certified by the Secretary of State of such party's state of organization dated within five (5) business days prior to Closing;
(ii) A certificate dated as of the Closing Date signed by the duly authorized officers of Shareholder and the Company certifying that the representations and warranties of the Company and Shareholder set forth herein are true and correct in all material respects as of the Closing Date and that each Shareholder the Company has fulfilled all of the conditions of this Section10Section 10;
(iii) Resolutions of the Board of Directors and Shareholders of the Company and any Shareholder that is not a natural person in form and substance satisfactory to SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by an appropriate officer of the Company and any such Shareholder;
(iv) An incumbency certificate certifying the identity of the officers of the Company and any Shareholder that is not a natural person;
(v) Certificates representing the SharesShares being exchanged, together with accompanying stock transfer powers or instruments of assignment, duly endorsed in blank by the applicable Shareholderblank;
(ivvi) Resignations of each of the officers and directors of the Company effective as of the Closing Date;
(vvii) Releases of each shareholder Shareholder and each officer and director of the Company concerning any claim against the Company (other than current accrued wages and benefits), including any claims for indemnification, contribution or otherwise arising with respect to this Agreement, the representations, warranties and agreements contained herein and the transactions contemplated hereby;
(viviii) All books and records of the Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Crusader and CRMSEI; and
(viiix) Evidence that all agreements or arrangements, whether written or oral, among the Shareholder Shareholders and/or the Company that relate in any manner to the Company's common stock Shares have been terminated.
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