Transactions at the Closing. (a) At the Closing, Buyer shall: (i) deliver to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date; (ii) deliver to the Escrow Agent cash, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; and (iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement. (b) At the Closing, the Sellers shall: (i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof; (ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof; (iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A; (iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it; (v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement; (vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds; (vii) cause a meeting of the board of directors of the Company to approve and effect the following actions: (A) the adoption of a resolution to register the transfer of the Shares; (B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer; (C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting; (D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and (E) the change of the address of the registered office of the Company and Bionostics Limited; (viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date; (ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8; (x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company; (xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and (xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Techne Corp /Mn/)
Transactions at the Closing. (a) At the Closing, Buyer shalleach of the following items shall be delivered:
(a) Seller shall deliver to Purchaser the following:
(i) deliver such bills of sale, motor vehicle titles, warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to sell, transfer and assign to and vest in Purchaser all of Seller's right, title, and interests in and to the Sellers’ RepresentativeAcquired Assets, for including without limitation, good, marketable (insurable, subject to Permitted Encumbrances, as to the benefit Real Property), and valid title in and to all of the SellersAcquired Assets owned by Seller free and clear of all liens, and good, insurable (as to the Closing Consideration Real Property Leases) and valid leasehold interests in and to all of the Acquired Assets leased by wire transfer Seller as lessee, and all of immediately available funds Seller's rights under all Contracts;
(ii) a certificate of Seller with respect to an account designated the matters described in writing by Sections 8.1, 8.2, 8.5, 8.6, 8.12, and 8.18 hereof;
(iii) a certificate of the Sellers’ Representative Secretary or Assistant Secretary of the General Partner of Seller with respect to Buyer no later than two the matters described in Sections 8.7 and 8.8 hereof;
(2iv) Business Days the opinion of counsel in substantially the form of EXHIBIT A hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 8.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vii) certificates of existence of Seller, as of a date within twenty (20) days prior to the Closing Date, from the State of Georgia and each jurisdiction listed in SCHEDULE 5.1.1 hereto;
(iiviii) deliver affidavit(s) of title stating that (a) there are no parties in possession of any of the Real Property or Leased Real Property other than Seller (or otherwise specifically setting forth any such other parties' rights and the source and extent of such parties' rights), and (b) Seller has not caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for, and such other indemnities, lien waivers and other documentation as Purchaser's title insurance company may reasonably request in order to permit Purchaser's title insurance policy to be issued without exceptions as to matters arising in the "gap", mechanic's or materialman's liens, third parties in possession (other than specifically enumerated third parties as set forth above that are reasonably acceptable to Purchaser pursuant to the Escrow Agent cashterms of this Agreement), and rights or claims of real estate brokers;
(ix) a 1099 certificate to the extent applicable;
(x) a duly executed certificate stating that Seller is a Georgia resident, or that Seller is otherwise exempt from withholding under O.C.G.A. Section 48-7-128, as applicable;
(xi) a duly executed certificate stating that Seller is not a "foreign person" for United States income tax purposes, in the amount accordance with Section 1445 and Section 897 of the Escrow Deposit, by wire transfer Internal Revenue Code of immediately available funds1986, as provided amended;
(xii) recordable originals of any Real Property Leases, or recordable short forms thereof, which have not previously been recorded in the Escrow Agreementappropriate real property records; and
(iiixiii) deliver to Sellers such other evidence of the performance of all other agreements, documents, instruments or certificates covenants and the satisfaction of all conditions required to be delivered of Seller by Buyer this Agreement at or prior to the Closing pursuant Date as Purchaser or its counsel may reasonably require. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSeller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) At Purchaser shall deliver to Seller the Closing, the Sellers shallfollowing:
(i) deliver wire transfer(s) in immediately available funds in amounts aggregating $17,338,500 to Buyer stock certificates evidencing Seller or as directed by Seller, and $1,926,500 representing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable Escrow Amount to Buyer, for any lost certificates in lieu thereofthe designated escrow agent;
(ii) deliver an instrument or instruments of assumption of the Assumed Liabilities, duly executed by Purchaser, and reasonably satisfactory in form and substance to Buyer stock certificates evidencing the shares, free Seller and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofits counsel;
(iii) deliver a certificate of Purchaser with respect to Buyer the matters described in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting Sections 9.1 and other rights attaching to Shares set out opposite its name on Exhibit A9.2 hereof;
(iv) deliver a certificate of the Secretary or Assistant Secretary of Purchaser with respect to Buyer, the matters described in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by itSections 9.3 and 9.6 hereof;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 opinion of this Agreementcounsel in substantially the form of EXHIBIT B hereto (the "Purchaser Opinion");
(vi) deliver a certificate of existence of Purchaser, as of a date within twenty (20) days prior to the applicable Group Company Closing Date, from the amount States of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available fundsDelaware and Georgia;
(vii) cause a meeting such other evidence of the board performance of directors all covenants and satisfaction of all of the Company to approve and effect conditions required of Purchaser by this Agreement, at or before the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one Closing Date, as Seller or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meetingits counsel may reasonably require; and
(Eviii) a 1099 certificate to the change extent applicable. The documents and certificates to be delivered hereunder by or on behalf of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of Purchaser on the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, Date shall be in form and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up substance reasonably satisfactory to the Closing Date), the common seal (if any), certificate of incorporation Seller and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestits counsel.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Nord Resources Corp), Asset Purchase Agreement (Nord Resources Corp)
Transactions at the Closing. (a) At the Closing, Buyer shalleach of the following --------------------------- items shall be delivered:
(a) Seller shall deliver to Purchaser the following:
(i) deliver such bills of sale, motor vehicle titles, warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Seller's right, title, and interests in and to the Sellers’ RepresentativeAcquired Assets, for the benefit including without limitation, valid title in and to all of the SellersAcquired Assets owned by Seller, in each case free and clear of all liens (subject only to Permitted Encumbrances), and all of Seller's right, title and interest in and to all of the Closing Consideration Acquired Assets leased by wire transfer Seller as lessee, and all of immediately available funds Seller's rights under all Contracts;
(ii) a certificate of Seller with respect to an account designated the matters described in writing by Sections 8.1, 8.2, 8.5, 8.6, 8.13, and 8.21 hereof;
(iii) a certificate of the Sellers’ Representative Secretary or Assistant Secretary of Seller with respect to Buyer no later than two the matters described in Sections 8.8, 8.9 and 8.10 hereof;
(2iv) Business Days the opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to Seller, in substantially the form of Exhibit B hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 8.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vii) certificates of existence of each of Maxim and Image, as of a date within twenty (20) days prior to the Closing Date, from the State of Delaware;
(iiviii) deliver the Agreements of Estoppel, Consent and Waiver and the Landlords' Consent to Lease Assignment described in Section 8.18 hereof;
(ix) affidavit(s) of title stating that (a) there are no parties in possession of any of the Real Property or Leased Real Property other than Seller (or otherwise specifically setting forth any such other parties' rights and the source and extent of such parties' rights), and (b) Seller has not caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for (with respect to work in progress, to and through a date reasonably proximate to the Escrow Agent cashClosing Date), and such other documentation as Purchaser's title insurance company may reasonably request in order to permit Purchaser's title insurance policy to be issued without exceptions as to matters arising in the "gap", mechanic's or materialman's liens, third parties in possession (other than specifically enumerated third parties as set forth above that are reasonably acceptable to Purchaser pursuant to the terms of this Agreement), and rights or claims of real estate brokers;
(x) a 1099 certificate to the extent applicable;
(xi) a duly executed certificate stating that each of Image and Maxim is a Georgia resident, or that each of Image and Maxim is otherwise exempt from withholding under O.C.G.A. (S)48-7-128, as applicable;
(xii) a duly executed certificate stating that Seller is not a "foreign person" for United States income tax purposes, in the amount accordance with Section 1445 and Section 897 of the Escrow Deposit, by wire transfer Internal Revenue Code of immediately available funds1986, as provided amended;
(xiii) originals (to the extent possessed by Seller, and in the Escrow Agreementabsence of such originals, complete copies) of the Real Property Leases; and
(iiixiv) deliver to Sellers such other evidence of the performance of all other agreements, documents, instruments or certificates covenants and the satisfaction of all conditions required to be delivered of Seller by Buyer this Agreement at or prior to the Closing pursuant Date as Purchaser or its counsel may reasonably require. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSeller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) At Purchaser shall deliver to Seller the Closing, the Sellers shallfollowing:
(i) deliver wire transfers in aggregate amount equal to Buyer stock certificates evidencing the SharesEstimated Purchase Price less the Escrow Amount in immediately available funds to accounts designated by Seller, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed as more specifically set forth in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofSection 3.5(a) hereof;
(ii) deliver an instrument or instruments of assumption of the Assumed Liabilities, duly executed by Purchaser, and reasonably satisfactory in form and substance to Buyer stock certificates evidencing the shares, free Seller and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofits counsel;
(iii) deliver a certificate of Purchaser with respect to Buyer the matters described in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting Sections 9.1 and other rights attaching to Shares set out opposite its name on Exhibit A9.2;
(iv) deliver a certificate of the Secretary or Assistant Secretary of Purchaser with respect to Buyerthe matters described in Sections 9.3, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it9.4 and 9.6 hereof;
(v) deliver the opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to Buyer all other agreementsPurchaser, documents, instruments or certificates required to be delivered by Sellers at or prior to in substantially the Closing pursuant to Section 8.2 form of this AgreementExhibit C hereto (the "Purchaser Opinion");
(vi) deliver certificates of existence or certificates of good standing of Purchaser, as of a date within twenty (20) days prior to the applicable Group Company Closing Date, from the amount State of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;Delaware; and
(vii) cause a meeting such other evidence of the board performance of directors all covenants and satisfaction of all of the Company to approve and effect the following actions:
(A) the adoption conditions required of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one Purchaser by this Agreement, at or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of before the Closing Date;
(ix) deliver evidence acceptable , as Seller or its counsel may reasonably require. The documents and certificates to Buyer be delivered hereunder by or on behalf of the addition of Buyer’s designees, Purchaser on the Closing Date shall be in form and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up substance reasonably satisfactory to the Closing Date), the common seal (if any), certificate of incorporation Seller and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestits counsel.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Maxim Group Inc /), Asset Purchase Agreement (Mohawk Industries Inc)
Transactions at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
(ii) deliver to the Escrow Agent cash, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; and
(iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement.
(b) At the Closing, the Sellers shall:Company shall deliver to Lenders the following documents and certificates (unless otherwise waived in writing by the Lead Lender, in its sole and absolute discretion, which waiver shall be binding on all Lenders):
(a) a true and correct copy of the resolutions of the Board of Directors of the Company (the “Board”) and the shareholders of the Company approving this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto;
(b) to each Lender, a Warrant in the form attached hereto as Exhibit 3.2(b) (each, a “Warrant” and collectively, the “Warrants”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrants;
(c) the execution of a second ranking (subordinated to Discount Capital) floating charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(c) (the “Floating Charge Debenture”);
(d) the execution of a second ranking (subordinated to Discount Capital) fixed and floating charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(d) (the “Accounts Pledge Debenture”);
(e) the execution of a second ranking (subordinated to Discount Capital) fixed charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(e) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”);
(f) the execution of a second ranking (subordinated to Discount Capital) US intellectual property security agreement between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(f) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(g) each of the Israeli Security Documents duly executed by the Company, together with applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lead Lender. The Company shall file the Israeli Security Documents for registration with the Israeli Companies’ Registrar as soon as practicable following the Closing and no later than within 21 days therefrom, subject to receipt from all Lenders the relevant documentation required for such registration according to applicable law and regulation;
(h) copy of the application made by the Company to the IIA on November 6, 2022, requesting its approval for the creation of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”);
(i) deliver an opinion of counsel to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnityCompany, in a the form reasonably acceptable to Buyer, for any lost certificates in lieu thereofattached hereto as Exhibit 3.2(j);
(iij) deliver with respect to Buyer stock certificates evidencing the sharesLead Lender, free a Nondiscrimination Certificate and clear of all Encumbrances, a Certificate regarding Connecticut Presence each in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable satisfactory to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meetingLead Lender; and
(Ek) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate Closing Certificate in form acceptable to Lead Lender, duly executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestChief Executive Officer and/or Chief Financial Officer.
Appears in 1 contract
Sources: Financing Agreement (Holisto Ltd.)
Transactions at the Closing. (a) At the Closing, Buyer shalleach of the following --------------------------- items shall be delivered:
(a) Seller shall deliver or make available to Purchaser the following:
(i) such bills of sale, motor vehicle titles, special or warranty deeds, quitclaim deeds, assignments, consents, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Seller's right, title, and interests in and to the Acquired Assets, including without limitation, good, marketable and insurable title in and to all of the Acquired Assets owned by Seller free and clear of all liens (subject only to Permitted Encumbrances), and valid leasehold interests in and to all of the Acquired Assets leased by Seller as lessee, and all of Seller's rights under all Contracts;
(ii) a certificate of Seller with respect to the matters described in Sections 8.1, 8.2, 8.5, 8.6, 8.13, and 8.21 hereof;
(iii) a certificate of the Secretary or Assistant Secretary of Seller with respect to the matters described in Sections 8.8, 8.9 and 8.10 hereof;
(iv) the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel to Seller, in substantially the form of Exhibit B hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 8.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vii) certificates of existence or certificates of good standing of Seller, as of a date within a reasonable period of time prior to the Closing Date, from the State of Delaware and each jurisdiction listed in Schedule 5.1.1 hereto;
(viii) the Agreements of Estoppel, Consent and Waiver and the Landlords' Consent to Lease Assignment described in Section 8.18 hereof;
(ix) affidavit(s) of title stating that (a) there are no parties in possession of any of the Real Property or Leased Real Property other than Seller (or otherwise specifically setting forth any such other parties' rights and the source and extent of such parties' rights), and (b) Seller has not caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for, and such other affidavits and documentation as Purchaser's title insurance company may reasonably request;
(x) a duly executed certificate stating that Seller is exempt from withholding under all applicable laws;
(xi) a duly executed certificate stating that Seller is not a "foreign person" for United States income tax purposes, in accordance with Section 1445 and Section 897 of the Internal Revenue Code of 1986, as amended (the "Code");
(xii) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Seller by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Seller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) Purchaser shall deliver to Seller the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by following:
(i) a wire transfer of in the amount equal to the Estimated Purchase Price in immediately available funds to an account designated by Seller;
(ii) an instrument or instruments of assumption of the Assumed Liabilities in writing substantially the form of Exhibit C attached hereto (the "Assignment and Assumption Agreement"), duly executed by Purchaser, and reasonably satisfactory in form and substance to Seller and its counsel;
(iii) a certificate of Purchaser with respect to the Sellers’ Representative matters described in Sections 9.1 and 9.2;
(iv) a certificate of the Secretary or Assistant Secretary of Purchaser with respect to Buyer no later than two the matters described in Sections 9.3, 9.4 and 9.6 hereof;
(2v) Business Days the opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to Purchaser, in substantially the form of Exhibit D hereto (the "Purchaser Opinion");
(vi) certificates of existence or certificates of good standing of Purchaser, as of a date within a reasonable period of time prior to the Closing Date;
(ii) deliver to , from the Escrow Agent cash, in the amount States of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; and
(iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement.
(b) At the Closing, the Sellers shall:
(i) deliver to Buyer stock certificates evidencing the Shares, free Delaware and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available fundsAlabama;
(vii) cause a meeting such other evidence of the board performance of directors all covenants and satisfaction of all of the Company to approve and effect conditions required of Purchaser by this Agreement, at or before the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one Closing Date, as Seller or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;its counsel may reasonably require.
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable letter identifying those exceptions to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts title set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up B to the final title binders to be delivered at Closing Date), which Purchaser has agreed to waive. The documents and certificates to be delivered hereunder by or on behalf of the common seal (if any), certificate of incorporation Purchaser on the Closing Date shall be in form and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating substance reasonably satisfactory to the transactions contemplated by this Agreement as Buyer may reasonably requestSeller and its counsel.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer shalleach of the following items shall be delivered:
(a) Seller shall deliver to Purchaser the following:
(i) deliver such bills of sale, motor vehicle titles, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to and vest in Purchaser good and valid title in and to all of the Acquired Assets;
(ii) the certificate of Seller with respect to the Sellers’ Representative, for matters described in Sections 10.1 and 10.2 hereof and the benefit certificate of Seller with respect to the matters described in Section 10.10 hereof;
(iii) the certificate of the SellersSecretary of Seller with respect to the matters described in Sections 10.6 and 10.7 hereof;
(iv) the opinion of counsel to Seller in substantially the form of Exhibit E hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 10.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 10.5 hereof;
(vii) a certificate of existence and good standing of Seller, the Closing Consideration by wire transfer as of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two a date within twenty (220) Business Days days prior to the Closing Date;
(ii) deliver to , from the Escrow Agent cash, in the amount State of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow AgreementSouth Carolina; and
(iiiviii) deliver to Sellers such other evidence of the performance by Seller of all other agreements, documents, instruments or certificates covenants and the satisfaction by Seller of all conditions required by this Agreement to be delivered performed or satisfied by Buyer Seller at or prior to the Closing pursuant Date as Purchaser or its counsel may reasonably require. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSeller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) At Purchaser shall deliver to Seller the Closing, the Sellers shallfollowing:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofNote;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, a check in the Group Companies (other than amount of the Company), or if stock certificates are balance of the Purchase Price not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofpaid by delivery of the Note;
(iii) deliver a certificate of Purchaser with respect to Buyer the matters described in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting Sections 11.1 and other rights attaching to Shares set out opposite its name on Exhibit A11.2 hereof;
(iv) deliver a certificate of the Secretary of Purchaser with respect to Buyer, the matters described in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by itSections 11.3 and 11.7 hereof;
(v) deliver the opinion of counsel to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to Purchaser in substantially the Closing pursuant to Section 8.2 form of this AgreementExhibit F hereto (the "Purchaser Opinion");
(vi) deliver certificates of existence or certificates of good standing of Purchaser, as of a date within twenty (20) days prior to the applicable Group Company Closing Date, from the amount State of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;Delaware; and
(vii) cause a meeting such other evidence of the board performance by Purchaser of directors all covenants and satisfaction by Purchaser of all of the Company conditions required by this Agreement to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one be performed or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated satisfied by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect Purchaser at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of or before the Closing Date;
(ix) deliver evidence acceptable , as Seller or its counsel may reasonably require. The documents and certificates to Buyer be delivered to Seller hereunder by or on behalf of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth Purchaser on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation Date shall be in form and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver substance reasonably satisfactory to Buyer each UK Group Company’s security code Seller and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestits counsel.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Seller shall deliver to Buyer shallthe following:
(i) deliver assignments of the Licenses and other pertinent authorizations transferring the same to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated Buyer in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Datecustomary form and substance;
(ii) deliver the certificates contemplated by Sections 7.2 and 7.3;
(iii) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the agreements and documents listed in Section 2.2 of the Disclosure Schedule (the "Ancillary Agreements"), and the consummation of the transactions contemplated hereby and thereby, together with a certificate of the Secretary of Seller, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(iv) a b▇▇▇ of sale and all other appropriate documents and instruments assigning to Buyer good and marketable title to the Escrow Agent cashStation Assets free and clear of any security interests, in mortgages, liens, pledges, attachments, conditional sales contracts, claims, charges or encumbrances of any kind whatsoever;
(v) the amount Ancillary Agreements, duly executed by Seller as appropriate;
(vi) written consents of the Escrow Depositrespective lessors, landowners, and any other persons or entities whose consents may be required to permit Buyer to assume the liabilities, contracts, leases, licenses, understandings and agreements constituting the Assumed Contracts provided that Seller shall not be required to deliver any written consents referred to in Section 3.7(b) herein to the extent Seller has used reasonable efforts to obtain such consents.
(vii) evidence satisfactory to Buyer's counsel that no financing statements are outstanding on the Station Assets;
(viii) all files, records, logs, and program materials relating to the Station;
(ix) a copy of the resolution of the board of directors of O▇▇▇▇▇ Communications Corporation ("OCC") authorizing the execution, delivery and performance by wire transfer OCC of immediately available fundsan indemnification agreement contained in Article IX hereof, together with a certificate of OCC dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(x) the opinion of counsel for Seller, dated the Closing Date, as provided described in Section 7.8;
(xi) assignments to Buyer of all the Escrow AgreementAssumed Contracts; and
(iiixii) deliver such other documents and instruments as Buyer may reasonably request to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to consummate the Closing pursuant to Section 8.3 of this Agreementtransactions contemplated hereby.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller the Sellers shallfollowing:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofPurchase Price;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount copy of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting resolutions of the board of directors of Buyer authorizing the Company to approve execution, delivery and effect performance of this Agreement and the following actions:
(A) Ancillary Agreements, and the adoption of a resolution to register the transfer consummation of the Sharestransactions contemplated hereby and thereby, together with a certificate of the Secretary of Buyer dated as of Closing Date, that such resolutions were duly adopted and are in full force and effect;
(Biii) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyercontemplated by Sections 8.1 and 8.2;
(Civ) the resignation of the directors and officers of the Group Companies with effect from the end of such board meetingAncillary Agreements, duly executed by Buyer as appropriate;
(Dv) the nomination and appointment opinion of counsel for Buyer, dated the persons designated by Buyer Closing Date, as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained described in the relevant company’s articles of association), which appointments shall take effect at the end of the board meetingSection8.5; and
(Evi) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating and instruments as Seller may reasonably request to consummate the transactions contemplated by this Agreement as Buyer may reasonably requesthereby.
Appears in 1 contract
Sources: Asset Purchase Agreement (Osborn Communications Corp /De/)
Transactions at the Closing. (a) At the Closing, Seller shall deliver to Buyer shallthe following:
(i) deliver assignments of the Licenses and other pertinent authorizations transferring the same to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated Buyer in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Datecustomary form and substance;
(ii) deliver the certificates contemplated by Sections 7.2 and 7.3;
(iii) a copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the agreements and documents listed in Section 2.2 of the Disclosure Schedule (the "Ancillary Agreements"), and the consummation of the transactions contemplated hereby and thereby, together with a certificate of the Secretary of Seller, dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(iv) a bil▇ ▇▇ sale and all other appropriate documents and instruments assigning to Buyer good and marketable title to the Escrow Agent cashStation Assets free and clear of any security interests, in mortgages, liens, pledges, attachments, conditional sales contracts, claims, charges or encumbrances of any kind whatsoever;
(v) the amount Ancillary Agreements, duly executed by Seller as appropriate;
(vi) written consents of the Escrow Depositrespective lessors, landowners, and any other persons or entities whose consents may be required to permit Buyer to assume the liabilities, contracts, leases, licenses, understandings and agreements constituting the Assumed Contracts provided that Seller shall not be required to deliver any written consents referred to in Section 3.7(b) herein to the extent Seller has used reasonable efforts to obtain such consents;
(vii) evidence satisfactory to Buyer's counsel that no financing statements are outstanding on the Station Assets;
(viii) all files, records, logs, and program materials relating to the Station;
(ix) a copy of the resolution of the board of directors of Osb▇▇▇ ▇▇mmunications Corporation ("OCC") authorizing the execution, delivery and performance by wire transfer OCC of immediately available fundsan indemnification agreement contained in Article IX hereof, together with a certificate of OCC dated as of the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(x) the opinion of counsel for Seller, dated the Closing Date, as provided described in Section 7.8;
(xi) assignments to Buyer of all the Escrow AgreementAssumed Contracts; and
(iiixii) deliver such other documents and instruments as Buyer may reasonably request to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to consummate the Closing pursuant to Section 8.3 of this Agreementtransactions contemplated hereby.
(b) At the Closing, Buyer shall deliver or cause to be delivered to Seller the Sellers shallfollowing:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofPurchase Price;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount copy of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting resolutions of the board of directors of Buyer authorizing the Company to approve execution, delivery and effect performance of this Agreement and the following actions:
(A) Ancillary Agreements, and the adoption of a resolution to register the transfer consummation of the Sharestransactions contemplated hereby and thereby, together with a certificate of the Secretary of Buyer dated as of Closing Date, that such resolutions were duly adopted and are in full force and effect;
(Biii) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyercontemplated by Sections 8.1 and 8.2;
(Civ) the resignation of the directors and officers of the Group Companies with effect from the end of such board meetingAncillary Agreements, duly executed by Buyer as appropriate;
(Dv) the nomination and appointment opinion of counsel for Buyer, dated the persons designated by Buyer Closing Date, as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained described in the relevant company’s articles of association), which appointments shall take effect at the end of the board meetingSection 8.5; and
(Evi) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating and instruments as Seller may reasonably request to consummate the transactions contemplated by this Agreement as Buyer may reasonably requesthereby.
Appears in 1 contract
Sources: Asset Purchase Agreement (Osborn Communications Corp /De/)
Transactions at the Closing. At the Closing:
(a) At The Administrative Agent shall deliver to Buyer the Closing, Buyer shallfollowing:
(i) deliver to certificates evidencing the Sellers’ RepresentativeVoting Units, for the benefit free and clear of the Sellersall Encumbrances arising by, the Closing Consideration through or under Homestake, duly endorsed by wire Homestake in blank or accompanied by instruments of transfer of immediately available funds to an account designated duly executed in writing blank by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing DateHomestake;
(ii) deliver to certificates evidencing the Escrow Agent cashNon-Voting Units, free and clear of all Encumbrances arising by, through or under Lac Minerals, duly endorsed by Lac Minerals in blank or accompanied by instruments of transfer duly executed in blank by Lac Minerals;
(iii) the amount Royalty Deed, duly executed by Sellers;
(iv) the Indemnity Deed, duly executed by Sellers;
(v) the Investor Rights Agreement, duly executed by Sellers or an Affiliate thereof that acquired the Consideration Units on Closing;
(vi) resignations in writing of all directors, officers and managers of the Escrow DepositCompany effective as of the Closing Time;
(vii) the Books and Records of the Company, other than those Books and Records contemplated in Section 5.17;
(viii) certificate of good standing or equivalent for the Company and each Seller issued by wire transfer the State of immediately available fundsDelaware and State of California, as provided in applicable, within three days of the Escrow AgreementClosing Date; and
(iiiix) deliver to Sellers all other agreements, documents, instruments instruments, deeds, or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 6.2 or reasonably requested by Buyer.
(b) Buyer shall deliver to the Administrative Agent the following:
(i) certificates representing the Consideration Shares, in the names of Homestake and Lac Minerals, or as otherwise directed by the Administrative Agent, and for the number of Consideration Shares issued to each of Homestake and Lac Minerals, or as otherwise directed by the Administrative Agent, as set forth in a written notice by the Administrative Agent to Buyer to be delivered at least two Business Days prior to Closing;
(ii) warrants representing the Consideration Warrants, in the names of Homestake and Lac Minerals, or as otherwise directed by the Administrative Agent, and for the number of Consideration Warrants issued to each of Homestake and Lac Minerals, or as otherwise directed by the Administrative Agent, as set forth in a written notice by the Administrative Agent to Buyer to be delivered at least two Business Days prior to Closing;
(iii) the Royalty Deed, duly executed by the Company;
(iv) the Indemnity Deed, duly executed by Buyer and/or the Company, as applicable;
(v) the Investor Rights Agreement, duly executed by Buyer and Augusta;
(vi) certificate of good standing or equivalent for Buyer issued by the State of Delaware within three days of the Closing Date; and
(vii) all other agreements, documents, instruments, deeds, or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement6.3 or reasonably requested by the Administrative Agent.
(b) At the Closing, the Sellers shall:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Bullfrog Gold Corp.)
Transactions at the Closing. (a) At the Closing, Buyer shalleach of the following items shall be delivered:
(a) Seller shall deliver to Purchaser the following:
(i) deliver such bills of sale, motor vehicle titles, warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Seller's right, title, and interests in and to the Sellers’ RepresentativeAcquired Assets, for the benefit including without limitation, valid title in and to all of the SellersAcquired Assets owned by Seller, in each case free and clear of all liens (subject only to Permitted Encumbrances), and all of Seller's right, title and interest in and to all of the Closing Consideration Acquired Assets leased by wire transfer Seller as lessee, and all of immediately available funds Seller's rights under all Contracts;
(ii) a certificate of Seller with respect to an account designated the matters described in writing by Sections 8.1, 8.2, 8.5, 8.6, 8.13, and 8.21 hereof;
(iii) a certificate of the Sellers’ Representative Secretary or Assistant Secretary of Seller with respect to Buyer no later than two the matters described in Sections 8.8, 8.9 and 8.10 hereof;
(2iv) Business Days the opinion of Smit▇, ▇▇mb▇▇▇▇ & ▇uss▇▇▇ ▇▇▇, counsel to Seller, in substantially the form of Exhibit B hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 8.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vii) certificates of existence of each of Maxim and Image, as of a date within twenty (20) days prior to the Closing Date, from the State of Delaware;
(iiviii) deliver the Agreements of Estoppel, Consent and Waiver and the Landlords' Consent to Lease Assignment described in Section 8.18 hereof;
(ix) affidavit(s) of title stating that (a) there are no parties in possession of any of the Real Property or Leased Real Property other than Seller (or otherwise specifically setting forth any such other parties' rights and the source and extent of such parties' rights), and (b) Seller has not caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for (with respect to work in progress, to and through a date reasonably proximate to the Escrow Agent cashClosing Date), and such other documentation as Purchaser's title insurance company may reasonably request in order to permit Purchaser's title insurance policy to be issued without exceptions as to matters arising in the "gap", mechanic's or materialman's liens, third parties in possession (other than specifically enumerated third parties as set forth above that are reasonably acceptable to Purchaser pursuant to the terms of this Agreement), and rights or claims of real estate brokers;
(x) a 1099 certificate to the extent applicable;
(xi) a duly executed certificate stating that each of Image and Maxim is a Georgia resident, or that each of Image and Maxim is otherwise exempt from withholding under O.C.G.A. ss.48-7-128, as applicable;
(xii) a duly executed certificate stating that Seller is not a "foreign person" for United States income tax purposes, in the amount accordance with Section 1445 and Section 897 of the Escrow Deposit, by wire transfer Internal Revenue Code of immediately available funds1986, as provided amended;
(xiii) originals (to the extent possessed by Seller, and in the Escrow Agreementabsence of such originals, complete copies) of the Real Property Leases; and
(iiixiv) deliver to Sellers such other evidence of the performance of all other agreements, documents, instruments or certificates covenants and the satisfaction of all conditions required to be delivered of Seller by Buyer this Agreement at or prior to the Closing pursuant Date as Purchaser or its counsel may reasonably require. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSeller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) At Purchaser shall deliver to Seller the Closing, the Sellers shallfollowing:
(i) deliver wire transfers in aggregate amount equal to Buyer stock certificates evidencing the SharesEstimated Purchase Price less the Escrow Amount in immediately available funds to accounts designated by Seller, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed as more specifically set forth in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofSection 3.5(a) hereof;
(ii) deliver an instrument or instruments of assumption of the Assumed Liabilities, duly executed by Purchaser, and reasonably satisfactory in form and substance to Buyer stock certificates evidencing the shares, free Seller and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofits counsel;
(iii) deliver a certificate of Purchaser with respect to Buyer the matters described in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting Sections 9.1 and other rights attaching to Shares set out opposite its name on Exhibit A9.2;
(iv) deliver a certificate of the Secretary or Assistant Secretary of Purchaser with respect to Buyerthe matters described in Sections 9.3, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it9.4 and 9.6 hereof;
(v) deliver the opinion of Alst▇▇ & ▇ird LLP, counsel to Buyer all other agreementsPurchaser, documents, instruments or certificates required to be delivered by Sellers at or prior to in substantially the Closing pursuant to Section 8.2 form of this AgreementExhibit C hereto (the "Purchaser Opinion");
(vi) deliver certificates of existence or certificates of good standing of Purchaser, as of a date within twenty (20) days prior to the applicable Group Company Closing Date, from the amount State of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;Delaware; and
(vii) cause a meeting such other evidence of the board performance of directors all covenants and satisfaction of all of the Company to approve and effect the following actions:
(A) the adoption conditions required of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one Purchaser by this Agreement, at or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of before the Closing Date;
(ix) deliver evidence acceptable , as Seller or its counsel may reasonably require. The documents and certificates to Buyer be delivered hereunder by or on behalf of the addition of Buyer’s designees, Purchaser on the Closing Date shall be in form and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up substance reasonably satisfactory to the Closing Date), the common seal (if any), certificate of incorporation Seller and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestits counsel.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer shallMILN and MH will deliver to ▇▇▇▇▇ and Acquisition the following:
(i) deliver to the Sellers’ Representative, for the benefit stock certificates evidencing all of the SellersMILN Shares;
(ii) written resignations of each director and officer of MILN, the Closing Consideration by wire transfer effective as of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
(iiiii) deliver to the Escrow Agent cashoriginal minute books, in the amount stock record books and corporate seals, if any, of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; andMILN;
(iiiiv) deliver to Sellers all other agreements, documents, certificates and instruments or certificates required to be delivered by Buyer MILN and MH at or prior to the Closing pursuant to Section 8.3 of this Agreement;
(v) a copy of each written Company Contract; and
(vi) the underwriters' lock-up agreement in the form attached hereto as Exhibit 1.8(a)(vi).
(b) At the Closing, ▇▇▇▇▇ and Acquisition will deliver to MILN and MH the Sellers shallfollowing:
(i) deliver to Buyer stock certificates evidencing the SharesPromissory Note, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor by an authorized officer of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof▇▇▇▇▇;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, ▇▇▇▇▇ Shares (A) registered in the Group Companies name of MH with respect to the number of ▇▇▇▇▇ Shares equal to $400,000 divided by the IPO Price and (other than B) registered in the Company)name of the Escrow Agent (as defined below) with respect to the number of ▇▇▇▇▇ Shares equal to $2,000,000 divided by the IPO Price, or if stock certificates are not then available, an indemnity, in and a form reasonably acceptable ▇▇▇▇▇ check payable to Buyer, MH representing the payment for any lost certificates in lieu thereoffractional share of ▇▇▇▇▇ Common Stock pursuant to Section 1.9(c) hereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreementsdocuments, documentscertificates, instruments or certificates writings required to be delivered by Sellers ▇▇▇▇▇ and Acquisition at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(viiv) deliver a "Section 368(a) Certificate" which shall be reasonably satisfactory in form and content to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect counsel to each of ▇▇▇▇▇ and MH in the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicableform attached hereto as Exhibit 1.8(b)(iv); and
(xiiv) deliver such other documents relating a certified check payable to or wire transfer to MH representing any Additional Merger Consideration pursuant to Section 1.2.
(c) At the transactions contemplated Closing, ▇▇▇▇, ▇▇, EM, AJH, LCH and/or ▇▇▇▇▇, as applicable, will exchange the following, which in each case shall be duly executed by this Agreement the parties thereto:
(i) an employment agreement between MILN and MH substantially in the form attached hereto as Buyer may reasonably requestExhibit 1.8(c)(i) (the "MH Employment Agreement");
(ii) an employment agreement between MILN and EM substantially in the form attached hereto as Exhibit 1.8(c)(ii) (the "EM Employment Agreement");
(iii) a registration rights agreement among ▇▇▇▇▇ and MH substatially in the form attached hereto as Exhibit 1.8(c)(iii) (the "Registration Rights Agreement");
(iv) an escrow agreement among ▇▇▇▇▇, ▇▇, AJH, LCH and a bank, as escrow agent, to be selected by mutual agreement of the parties (the "Escrow Agent"), which escrow agreement shall be substantially in the form attached hereto as Exhibit 1.8(c)(iv);
(v) an option agreement among ▇▇▇▇▇, MILN and AJH substantially in the form attached hereto as Exhibit 1.8(c)(v) (the "Option Agreement"); and
(vi) an indemnification agreement among Carey, MILN, AJH, LCH and MH substantially in the form attached hereto as Exhibit 1.8(c)(vi) (the "Indemnification Agreement").
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer each of the following items shall be delivered:
(a) Sellers shall, or shall cause its affiliate where appropriate to, deliver to Purchaser the following:
(i) deliver (A) such bills of sale, motor vehicle titles, special warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Sellers', and Sellers' affiliate's where appropriate, right, title, and interests in and to the Sellers’ RepresentativeAcquired Assets, for the benefit including, without limitation, good, marketable, insurable and valid title in and to all of the Acquired Assets owned by Sellers in each case free and clear of all liens (subject only to Permitted Encumbrances), (B) as to the Real Property Leases, good, insurable (if applicable) and valid leasehold interests by either Seller and Sellers' affiliate, where appropriate, as lessees, free and clear of all liens (subject only to the Closing Consideration by wire transfer Permitted Encumbrances), and (C) all of immediately available funds to an account designated in writing Sellers' rights under all Contracts;
(ii) [INTENTIONALLY DELETED];
(iii) a certificate executed by the Secretary or Assistant Secretary of each Seller (x) of incumbency of Sellers listing the respective officers of CMI and the managers, if any, and members of Chatham LLC authorized to execute this Agreement and the instruments of transfer on behalf of each Seller, certifying the authority of each such officer, manager and member to execute the agreements, documents, and instruments on behalf of each Seller in connection with the consummation of the transactions contemplated herein and (y) attaching for each Seller certifications as of a recent date from the Secretaries of State of Delaware and North Carolina as to the existence, good standing and authority to transact business in such states;
(iv) a certificate of the Secretary, Assistant Secretary or authorized member or manager of each Seller containing a complete and correct copy of the resolutions duly adopted by the board of directors or members of each Seller, approving and authorizing each Acquisition Document (as hereinafter defined) and the transactions contemplated hereby and thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect;
(v) the opinion of Sutherland, Asbill & Brennan ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇lle▇▇, ▇▇bstantially in the form of EXHIBIT A hereto (the "Sellers Opinion");
(vi) the agreement of assignment and assumption of the Contracts and the Assumed Liabilities, substantially in the form of EXHIBIT B hereto (the "Assignment and Assumption Agreement") duly executed by Sellers’ Representative ;
(vii) to Buyer no later than two the extent permitted by law, all environmental permits related to the Acquired Assets as described in SECTION 7.9 hereof;
(2viii) Business Days copies of the consents and waivers described in SECTION 8.6 hereof and satisfactory evidence of the approvals described in SECTION 8.6 hereof;
(ix) certificates of existence or certificates of good standing of each Seller and entity conveying any of the Acquired Assets, as of a date within twenty (20) days prior to the Closing Date, from its state of incorporation or formation and each jurisdiction listed in SCHEDULE 5.1.1 hereto;
(iix) deliver affidavits of title substantially in the form of EXHIBIT C attached hereto and acceptable to the Escrow Agent cashChicago Title Insurance Company;
(xi) a duly executed certificate stating that neither Seller, nor Sellers' affiliate, where appropriate, is a "foreign person" for United States income tax purposes, in the amount accordance with Section 1445 and Section 897 of the Escrow Deposit, by wire transfer Internal Revenue Code of immediately available funds1986, as provided amended ("Code");
(xii) originals of any Real Property Leases;
(xiii) the Bill of Sale substantially i▇ ▇▇e form of EXHIBIT D, executed by Sellers;
(xiv) the Copyright Assignment Agreements substantially in the Escrow Agreement; andform of EXHIBIT M, executed by Sellers;
(iiixv) deliver the Trademark Assignment Agreement substantially in the form of EXHIBIT E, executed by Sellers;
(xvi) the Assignments of Patent substantially in the form of EXHIBIT F, executed by Sellers;
(xvii) all clearance certificates or similar documents that may be required by any state, local or other taxing authority in order to relieve Purchaser of any obligation to withhold or escrow any portion of the Purchase Price;
(xviii) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer this Agreement at or prior to the Closing pursuant Date as Purchaser or its counsel may reasonably require;
(xix) the intellectual property License substantially in the form of EXHIBIT I (the "License Agreement"), executed by Sellers as licensee; and
(xx) the Interface/CMI Fabric Supply Agreement (the "Fabric Supply Agreement"), the Services Agreement (the "Services Agreement"), Lease Agreement (the "Lease Agreement") and Office Lease Agreement (the "Office Lease Agreement"), substantially in the form of EXHIBITS J, K, H, and L, respectively. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSellers on the Closing Date shall be in form and substance reasonably satisfactory to the Parties and their counsel.
(b) At Purchaser shall deliver to Sellers the Closing, the Sellers shallfollowing:
(i) deliver a wire transfer in immediately available funds in the amount equal to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofPurchase Price less the HSR Filing Fee;
(ii) deliver to Buyer stock certificates evidencing the shares, free Assignment and clear of all Encumbrances, Assumption Agreement substantially in the Group Companies (other than the Company)form of EXHIBIT B hereto, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofduly executed by Purchaser;
(iii) deliver a certificate executed by the Secretary or Assistant Secretary of Purchaser (x) of incumbency of Purchaser listing the officers of Purchaser authorized to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting execute this Agreement and other rights agreements to be executed in connection herewith, certifying the authority of each such officer to execute the agreements, documents, and instruments on behalf of Purchaser in connection with the consummation of the transactions contemplated herein and (y) attaching certifications as of a recent date from the Secretaries of State of Delaware and North Carolina as to Shares set out opposite its name on Exhibit Athe existence, good standing and authority to transact business in such states;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been a certificate executed by itthe Secretary or Assistant Secretary of Purchaser containing a complete and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect;
(v) deliver to Buyer all other agreementsthe opinion of Kilpatrick Stockton LLP, documents, instruments or certificates required to be delivered by Sellers at or prior to co▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇ubstantially in the Closing pursuant to Section 8.2 form of this AgreementEXHIBIT G (the "Purchaser Opinion");
(vi) deliver to the applicable Group Company Copyright Assignment Agreements substantially in the amount form of the EXHIBIT M, executed by Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares Trademark Assignment Agreement substantially in the name form of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated EXHIBIT E, executed by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics LimitedPurchaser;
(viii) deliver a certificate the Assignments of Patent substantially in the form of EXHIBIT F, executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing DatePurchaser;
(ix) deliver such other evidence acceptable to Buyer of the addition performance of Buyer’s designeesall covenants and satisfaction of all of the conditions required of Purchaser by this Agreement, and at or before the removal of Sellers’ designeesClosing Date, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;Sellers or their counsel may reasonably require; and
(x) deliver appropriate certificates to Buyer satisfy state statutory exemptions for the statutory registers imposition of sales and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Companyuse tax under applicable state law;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); andLicense Agreement executed by Purchaser as licensor;
(xii) deliver such other the Fabric Supply Agreement, the Services Agreement, Lease Agreement and Office Lease Agreement, substantially in the form of EXHIBITS J, K, H, and L, respectively. The documents relating and certificates to be delivered hereunder by or on behalf of the Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to the transactions contemplated by this Agreement as Buyer may reasonably requestParties and their counsel, on one hand, and with respect to the Real Property Leases and the Contracts, the respective lessor or other party thereof, on the other hand.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer shallthe following shall occur:
(a) The Purchaser shall make the following deliveries:
(i) deliver payment of an amount equal to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration Cash Payment by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
(ii) deliver to the Escrow Agent cash, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow Agreement; and
(iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement.
(b) At the Closing, the Sellers shall:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(viiii) cause a meeting Pledge Agreement in substantially the form of Exhibit B attached hereto for each Seller (the “Pledge Agreements”) as collateral security for the Notes;
(iii) duly executed Notes;
(iv) certificate of an officer of the board Purchaser as to the incumbency of directors the officer authorized to execute this Agreement and each other document to which it is a party; and
(v) a certificate of an officer of the Purchaser certifying that the conditions to the Sellers’ obligations hereunder set forth in Section 7.3 have been satisfied.
(b) The Company and the Sellers shall make the following deliveries to the Purchaser:
(i) stock certificates evidencing the Shares, accompanied by a stock power or other instruments of transfer duly executed;
(ii) duly executed Non-Compete and Non-Solicitation Agreements for each Seller, in substantially the form of Exhibit C attached hereto;
(iii) a copy of the Organizational Documents of the Company to approve and effect each of its Subsidiaries, each as amended through the following actions:
(A) the adoption of a resolution to register the transfer Closing Date, certified by an authorized officer of the SharesCompany;
(Biv) the authorization a certificate of an authorized officer of the issuance Company as to the incumbency of one or more new certificates evidencing its officers authorized to execute this Agreement and each other document to be executed at the Shares in Closing on behalf of the name of BuyerCompany;
(Cv) a certificate dated not later than ten (10) Business Days prior to the Closing Date from the Secretary of State of the state of incorporation of the Company and each of its Subsidiaries, and each state where each entity is duly registered as a foreign corporation as to the good standing of the Company and each of its Subsidiaries;
(vi) the consents required to be obtained from third parties to allow the completion of the transactions contemplated hereby set forth on Schedule 1.4(b)(vi), which shall include all of the consents set forth on Schedule 3.4 (the “Required Consents”);
(vii) resignation letters from each of the directors and officers of the Group Companies with effect from the end Company and each of such board meeting;
(D) the nomination and appointment its Subsidiaries, effective immediately as of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics LimitedClosing;
(viii) deliver a certificate executed by duly of an authorized officers officer of the Company and certifying in such capacity that the Operating Subsidiary setting forth conditions to the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of BuyerPurchaser’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts obligations hereunder set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Datein Sections 7.2(a), the common seal (if any7.2(b), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.,
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer each of the following items shall be delivered or effected:
(a) Seller shall either deliver, or cause to be delivered, to Purchaser or, with respect to items (v)-(vi), made available at the premises of CI, the following:
(i) duly executed transfers of the Shares in favour of Purchaser (or as it will direct) together with all relevant share certificates (or in the case of any lost certificate an indemnity satisfactory to Purchaser in relation to it) and together also with such waivers and consents as are required for the consummation of the transactions contemplated by this Agreement and to enable Purchaser to be registered as the holder of the Shares;
(ii) written resignations from all directors and the secretary (with the exception of ▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) of each Company and Subsidiary other than West Yorkshire in substantially the form of Exhibit A;
(iii) the written resignation of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as auditors of each Company and Subsidiary other than West Yorkshire accompanied by the statement referred to in section 392 of the Companies ▇▇▇ ▇▇▇▇ in substantially the form of Exhibit B;
(iv) the certificate of incorporation, any certificate(s) of incorporation on change of name, the common seal and the statutory books and registers (all entered up to date) of each Company and Subsidiary (other than West Yorkshire);
(v) all deeds and documents relating to the title of any Companies or any Subsidiary (other than West Yorkshire to the Property);
(vi) all papers, books, records, keys, credit cards and other property (if any) of each Company and Subsidiary which are in the possession or under the control of Seller or any other person who resigns as an officer of either Company or any Subsidiary in accordance with Section 2.2(a)(ii);
(vii) duly executed powers of attorney in substantially the form of Exhibit C;
(viii) the opinion of Powell, Goldstein, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to ▇▇▇▇ and the Seller, in substantially the form of Exhibit D-1 hereto, and the opinion of Garretts, special counsel to ▇▇▇▇ and the Seller, in substantially the form of Exhibit D-2 hereto (collectively, the "Seller Opinion");
(ix) confirmation from the Panel on Takeovers and Mergers that the transactions contemplated by this Agreement do not fall within the ambit of The City Code on Takeovers and Mergers;
(x) such other evidence as Purchaser or its counsel may reasonably require of the performance of all covenants and agreements of the Seller hereunder which are required by the terms hereof to be performed on or prior to the Closing of this Agreement. The documents and certificates to be delivered hereunder by or on behalf of the Seller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) ▇▇▇▇ shall execute and deliver to CI the Supply Agreement substantially in the form of Exhibit E hereto (the "Supply Agreement"), the Personnel Transition Agreement substantially in the form of Exhibit F (the "Personnel Transition Agreement") and the Technology License Agreement substantially in the form of Exhibit G hereto (the "License Agreement").
(c) Purchaser shall deliver to ▇▇▇▇ and the Seller the following:
(i) the opinion of ▇▇▇▇▇▇ & Bird LLP, counsel to Purchaser, in substantially the form of Exhibit H-1 hereto, and the opinion of Eversheds, special counsel to Purchaser substantially in the form of Exhibit H-2 hereto (collectively, the "Purchaser Opinion"); and
(ii) such other evidence as ▇▇▇▇ and the Seller or their counsel may reasonably require of the performance of all covenants and agreements of Purchaser hereunder which are required by the terms hereof to be performed on or prior to the Closing. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to ▇▇▇▇, the Seller and their counsel.
(d) Seller and ▇▇▇▇ shall cause CI to execute and deliver the Supply Agreement, the Personnel Transition Agreement and the License Agreement.
(e) Seller and ▇▇▇▇ shall cause CI to execute and deliver to ▇▇▇▇ the assignment in respect of the GHL Loan Agreement substantially in the form of Exhibit I (the "Assignment"), the notice of resignation of CI as Security Trustee in respect of the GHL Security Interests substantially in the form of Exhibit J, the deed of adherence in respect of the GHL Security Trust Deed substantially in the form of Exhibit K (the "Deed of Adherence"), the substituting certificate substantially in the form of Exhibit L substituting ▇▇▇▇ as Security Trustee in place of CI for the purposes of the GHL Security Interests (the "Substitution Certificate), and the transfer of the GHL Loan Notes in favor of ▇▇▇▇ substantially in the form of Exhibit M (the "Loan Note Transfer").
(f) Seller and ▇▇▇▇ shall:
(i) deliver repay, and shall procure that any company ("controlled company") of which Seller and ▇▇▇▇ has control (as defined in section 840 Income and Corporation Taxes Act 1988) will repay, all amounts owed by it to the Sellers’ Representativeany Company or Subsidiary, whether due for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Datepayment or not;
(ii) deliver to Purchaser a deed in substantially the Escrow Agent cashform of Exhibit N acknowledging that, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, except for amounts payable as provided in Section 2.5, neither Seller nor ▇▇▇▇ nor any such controlled company has any claim against any Company or Subsidiary and that, except for the Escrow Supply Agreement, the Guarantees not released as of the date hereof, the Personnel Transition Agreement and the License Agreement, there is no agreement or arrangement under which any Company or Subsidiary has any actual, contingent or prospective obligation (including, but not limited to, any obligation under any guarantee entered into by any Company or Subsidiary to or in respect of any of them); and
(iii) in respect of any such agreement or arrangement as is referred to in Section 2.2(f)(ii) which previously existed deliver to Sellers all other agreements, documents, instruments Purchaser evidence of the release or certificates required termination of it in form satisfactory to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this AgreementPurchaser.
(bg) At the Closing, the Sellers shallSeller will procure that duly convened meetings are held at which:
(i) deliver the transfers referred to Buyer stock certificates evidencing in Section 2.2(a)(i) (subject to stamping if not previously effected) are approved for registration in the Shares, free and clear books of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofthe relevant Company;
(ii) deliver the persons nominated by Purchaser shall be appointed as additional directors of the Companies and Subsidiaries specified (subject to Buyer stock certificates evidencing any maximum number of directors imposed by the shares, free and clear relevant articles of all Encumbrances, in the Group Companies (other than the Companyassociation), or if stock certificates are not then availableand any person designated by Purchaser shall be appointed as secretary of the Companies and Subsidiaries specified, an indemnity, and cause the resignations referred to in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofSection 2.2(a)(ii) shall be accepted;
(iii) deliver all existing instructions to Buyer in relation the bankers of each Company and Subsidiary (other than West Yorkshire) shall be revoked and new instructions given to each Seller, an irrevocable power of attorneysuch bankers as Purchaser may nominate, in a such form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;as Purchaser directs; and
(iv) deliver the resignations referred to Buyer, in relation to each Seller, the original of any power of attorney under which any document to Section 2.2(a)(iii) shall be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to accepted and Deloitte & Touche shall be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer appointed as directors and officers auditors of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
Subsidiary (viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Dateother than West Yorkshire), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Seller shall deliver to Buyer shall:
the following: (i) deliver assignments of the Licenses and other pertinent authorizations transferring the same to the Sellers’ Representative, for the benefit of the Sellers, the Closing Consideration by wire transfer of immediately available funds to an account designated Buyer in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
customary form and substance; (ii) deliver to the Escrow Agent cashcertificates contemplated by Sections 7.2, in 7.3 and the amount of the Escrow Deposit, affidavit contemplated by wire transfer of immediately available funds, as provided in the Escrow AgreementSection 3.22; and
(iii) deliver to Sellers all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this Agreement.
(b) At the Closing, the Sellers shall:
(i) deliver to Buyer stock certificates evidencing the Shares, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount copy of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting resolutions of the board of directors and stockholders of Seller authorizing the execution, delivery and performance of this Agreement, the Time Brokerage Agreement and the Escrow Agreement, and the consummation of the Company to approve transactions contemplated hereby and effect the following actions:
(A) the adoption of thereby, together with a resolution to register the transfer certificate of the Shares;
(B) the authorization Secretary of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association)Seller, which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies dated as of the Closing Date;
, that such resolutions were duly adopted and are in full force and effect; (iv) a bill of sale an▇ ▇▇l other appropriate documents and instruments of transfer assigning to Buyer good and marketable title to the Station Assets free and clear of any security interests, mortgages, liens, pledges, attachments, conditional sales contracts, claims, charges or encumbrances of any kind whatsoever; (v) written consents (including satisfactory estoppel language as to the absence of defaults and the completeness of documentation) of the respective lessors, landowners, and any other persons or entities whose consents may be required to permit Seller to assign or Buyer to assume the liabilities, contracts, leases, licenses, understandings and agreements constituting the Assumed Contracts; (vi) evidence satisfactory to Buyer's counsel that no financing statements or other liens or encumbrances are outstanding on the Station Assets; (vii) all files, records, logs, and program materials relating to the Station and the Station Assets; (viii) the opinion of general counsel and FCC counsel for Seller, dated the Closing Date, as described in Section 7.5; (ix) deliver evidence acceptable assignments to Buyer of all the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each Assumed Contracts (including assignment of the bank accounts set forth on Schedule 3.8;
Real Estate Contracts in recordable form); and (x) deliver to Buyer a copy of the statutory registers and minute books (written up lease or memorandum of lease pertaining to the Closing Date), the common seal transmitter site (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xiall amendments thereto) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service executed by Seller and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to landlord and duly recorded with the transactions contemplated by this Agreement as Buyer may reasonably requestrecorder's office in the jurisdiction where the property is located.
Appears in 1 contract
Sources: Asset Purchase Agreement (Osborn Communications Corp /De/)
Transactions at the Closing. (a) At the Closing, Buyer shallSellers will deliver to Purchasers the following items:
(i) deliver powers of attorney to represent each Seller at the Sellers’ Representative, for the benefit execution of the Sellers, the Closing Consideration by wire deed of transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Datebefore a Dutch civil law notary;
(ii) deliver a certificate, dated as of the Closing Date, executed by duly authorized representatives of each Seller containing true and accurate copies of the resolutions duly adopted by the board of directors (or equivalent governing body) of each Seller approving and authorizing this Agreement and the Transaction and certifying that such resolutions have not been rescinded, revoked, modified or otherwise affected and remain in full force and effect as of the Closing;
(iii) a certificate, dated as of the Closing Date, executed by duly authorized representatives of each Seller, containing a true and accurate copy of the articles of association (or equivalent organizational documents), as amended, of each Seller and certifying that such articles of association (or equivalent organizational documents), as amended, have not been amended or modified and remain in full force and effect as of the Closing;
(iv) a certificate of incumbency of Sellers, dated as of the Closing Date, executed by duly authorized representatives of each Seller listing the Persons authorized to execute this Agreement on behalf of Sellers, and certifying as to the Escrow Agent cashauthority of each such Person to execute the Ancillary Agreements and other agreements, documents and instruments on behalf of each Seller in connection with the amount consummation of the Escrow DepositTransaction;
(v) the written resignations, by wire transfer effective as of immediately available fundsthe Closing, as provided in the Escrow Agreementof each DDR Director; and
(iiivi) deliver to Sellers all other agreementsthe extent not previously delivered, documents, instruments or certificates the documents required to be delivered by Buyer at or prior to the Closing pursuant to Section 8.3 of this AgreementSellers set forth in Article 7.
(b) At the Closing, Purchasers will deliver to Sellers the Sellers shallfollowing items:
(i) deliver (A) by wire transfer of immediately available funds to Buyer stock certificates evidencing one or more accounts designated in writing at least two Business Days prior to the SharesClosing Date by Sellers, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed as set forth in favor of Buyer, or if stock certificates are not then availableSection 1.4 above, an indemnity, amount in a form cash in United States Dollars equal to the Closing Payment from Purchasers and (B) evidence reasonably acceptable satisfactory to Buyer, for any lost certificates Sellers that Purchasers have paid an amount in lieu thereofcash equal to the ▇▇▇▇▇▇▇ Money to Sellers in accordance with Section 1.3(a);
(ii) deliver powers of attorney to Buyer stock certificates evidencing represent each Purchaser at the shares, free and clear execution of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in deed of transfer before a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofDutch civil law notary;
(iii) deliver to Buyer a certificate, dated as of the Closing Date, executed by ▇▇. ▇▇▇▇ and a duly authorized representative of Arosa and Cura containing a true and accurate copy of the resolutions duly adopted by the shareholders of Arosa and Cura approving and authorizing this Agreement and the Transaction and certifying that such resolutions have not been rescinded, revoked, modified or otherwise affected and remain in relation to each Seller, an irrevocable power full force and effect as of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit AClosing;
(iv) deliver to Buyera certificate of incumbency of Arosa and Cura, in relation to each Sellerdated as of the Closing Date, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it▇▇. ▇▇▇▇ and a duly authorized representative of Arosa and Cura listing the Persons authorized to execute this Agreement on behalf of each Purchaser, and certifying as to the authority of each such Person to execute the Ancillary Agreements and other agreements, documents and instruments on behalf of each Purchaser in connection with the consummation of the Transaction;
(v) deliver a certificate, dated as of the Closing Date, executed by ▇▇. ▇▇▇▇ and a duly authorized representative of Arosa and Cura, containing a true and accurate copy of the articles of association (or equivalent organizational documents), as amended, of Arosa and Cura and certifying that such articles of association (or equivalent organizational documents), as amended, have not been amended or modified and remain in full force and effect as of the Closing; and
(vi) to Buyer all other agreementsthe extent not previously delivered, documents, instruments or certificates the documents required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;Purchasers set forth in Article 8.
(vic) deliver to At the applicable Group Company the amount Closing, Sellers and Purchasers will execute a deed of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(BPurchased Shares before a Dutch civil law notary based on the powers of attorney delivered under Section 2.2(a)(i) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of associationSection 2.2(b)(ii), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date;
(ix) deliver evidence acceptable to Buyer of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request.
Appears in 1 contract
Sources: Share Purchase Agreement (DDR Corp)
Transactions at the Closing. At or prior to the Closing, each of the following items shall be delivered:
(a) At Seller shall deliver to Purchaser the Closing, Buyer shallfollowing:
(i) deliver such bills of sale, motor vehicle titles, special or limited warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Seller's right, title, and interests in and to the Sellers’ RepresentativeAcquired Assets, for the benefit including without limitation, good, marketable and insurable title in and to all of the SellersAcquired Assets owned by Seller, in each case, free and clear of all liens (subject only to Permitted Encumbrances), and good and valid leasehold interests in and to all of the Acquired Assets leased by Seller as lessee, and all of Seller's rights under all Assigned Contracts;
(ii) a certificate of Seller with respect to the matters described in Sections 8.1, 8.2, 8.5, 8.13, and 8.19 hereof;
(iii) a certificate of the Secretary or Assistant Secretary of Seller with respect to the matters described in Sections 8.8 and 8.9 hereof;
(iv) copies of the consents and waivers described in Section 8.5 hereof;
(v) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vi) certificates of existence or certificates of good standing of Seller, Shareholder and General Cable Technologies Corp. as of a date within thirty (30) days prior to the Closing Consideration by Date, from the State of Delaware;
(vii) [INTENTIONALLY OMITTED]
(viii) affidavit(s) of title as Purchaser's title insurance company may reasonably request in order to permit Purchaser's title insurance policy to be issued without exceptions as to matters arising in the "gap", mechanic's or materialman's liens, third parties in possession (other than specifically enumerated third parties as set forth above that are reasonably acceptable to Purchaser pursuant to the terms of this Agreement), and rights or claims of real estate brokers;
(ix) [INTENTIONALLY OMITTED];
(x) a duly executed certificate stating that Seller is a Georgia resident, or that Seller is otherwise exempt from withholding under O.C.G.A.ss.48-7-128, as applicable;
(xi) a duly executed certificate stating that Seller is not a "foreign person" for United States income tax purposes, in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended;
(xii) [INTENTIONALLY OMITTED]
(xiii) such evidence as Purchaser's title company shall reasonably require as to the authority of the parties acting on behalf of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto;
(xiv) if Seller's option to purchase the CT Inventory is exercised, a wire transfer in an amount equal to 95% of the Closing CT Inventory Purchase Price in immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two (2) Business Days prior to the Closing Date;
(ii) deliver to the Escrow Agent cash, in the amount of the Escrow Deposit, by wire transfer of immediately available funds, as provided in the Escrow AgreementPurchaser; and
(iiixv) deliver to Sellers such other evidence of the performance of all other agreements, documents, instruments or certificates covenants and the satisfaction of all conditions required to be delivered of Seller by Buyer this Agreement at or prior to the Closing pursuant Date as Purchaser, its counsel or its title company may reasonably require. The documents and certificates to Section 8.3 be delivered hereunder by or on behalf of this AgreementSeller on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) At Purchaser shall deliver to Seller the Closing, the Sellers shallfollowing:
(i) deliver a wire transfer in an amount equal to Buyer stock the Fixed Purchase Price (which may be satisfied in part, at Purchaser's option, by Purchaser, Seller and Shareholder causing the Escrow Amount (as defined in the Escrow Agreement) to be paid out to Seller) plus the Closing Inventory Purchase Price in immediately available funds to an account designated by Seller;
(ii) an instrument or instruments of assumption of the Assumed Liabilities, duly executed by Purchaser, and reasonably satisfactory in form and substance to Seller and its counsel;
(iii) a certificate of Purchaser with respect to the matters described in Sections 9.1 and 9.2;
(iv) a certificate of the Secretary or Assistant Secretary of Purchaser with respect to the matters described in Sections 9.3, 9.4 and 9.6 hereof;
(v) certificates evidencing of existence or certificates of good standing of Purchaser, as of a date within thirty (30) days prior to the SharesClosing Date, from the State of Delaware and Georgia;
(vi) a bill of sale, in form reasonably satisfactory to Seller and Seller's ▇▇▇▇sel, as shall be necessary and effective to transfer and assign to, vest in, and purchase all of Purchaser's right, title, and interests in and to the CT Inventory, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(ii) deliver to Buyer stock certificates evidencing the shares, free and clear of all Encumbrances, in the Group Companies (liens other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each Seller, an irrevocable power of attorney, in a form reasonably acceptable to Buyer, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 of this Agreement;
(vi) deliver to the applicable Group Company the amount of the Sellers’ Payments due from such Seller, by check or wire transfer of immediately available funds;Permitted Encumbrances; and
(vii) cause a meeting such other evidence of the board performance of directors all covenants and satisfaction of all of the Company to approve and effect the following actions:
(A) the adoption conditions required of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one Purchaser by this Agreement, at or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics Limited;
(viii) deliver a certificate executed by duly authorized officers of the Company and the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of before the Closing Date;
(ix) deliver evidence acceptable , as Seller or its counsel may reasonably require. The documents and certificates to Buyer be delivered hereunder by or on behalf of the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth Purchaser on Schedule 3.8;
(x) deliver to Buyer the statutory registers and minute books (written up to the Closing Date), the common seal (if any), certificate of incorporation Date shall be in form and any certificates of incorporation on change of name of each UK Group Company;
(xi) deliver substance reasonably satisfactory to Buyer each UK Group Company’s security code Seller and authentication code for the Companies House WebFiling Service and the Protected Online Filing Scheme (if applicable); and
(xii) deliver such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably requestits counsel.
Appears in 1 contract
Transactions at the Closing. (a) At the Closing, Buyer shallthe parties shall take the following actions, which shall be deemed to occur simultaneously at the Closing:
(a) Purchaser shall take the following actions:
(i) deliver to the Sellers’ Representative, for the benefit of the Sellers, Seller the Closing Consideration Date Purchase Price by means of wire transfer of immediately available funds to an account into one or more bank accounts designated in writing by the Sellers’ Representative Seller to Buyer no later than two (2) Business Days Purchaser prior to the Closing Date;; and
(ii) deliver to Seller the Escrow Agent cashfollowing:
(A) an Assumption Agreement, in substantially the amount form attached hereto as Exhibit B, duly executed by Purchaser and reflecting the assumption of the Escrow Deposit, Assumed Liabilities;
(B) a copy of the resolutions duly adopted by wire transfer the Board of immediately available fundsDirectors of Echo, as provided the sole member of Purchaser, certified by the Secretary thereof, authorizing the execution, delivery and performance of this Agreement by Purchaser and the issuance and delivery of the Restricted Stock by Echo;
(C) a certificate of an officer of the Purchaser as to the incumbency of the officers authorized to execute this Agreement on behalf of the Purchaser;
(D) a certificate from the Secretary of State of the State of Delaware as to the good standing of the Purchaser;
(E) the certificate required to be delivered pursuant to Section 8.3(a);
(F) an employment agreement between the Purchaser and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, in substantially the Escrow form attached hereto as Exhibit C (the “Schwab Employment Agreement”);
(G) an employment agreement between the Purchaser and ▇▇▇▇ ▇▇▇▇▇, in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Employment Agreement” and together with the Schwab Employment Agreement, the “Employment Agreements”); and
(iiiH) deliver to Sellers all such other agreements, documents, instruments documents or certificates required to be delivered as are deemed reasonably necessary by Buyer at or prior to the Closing pursuant to Section 8.3 of this AgreementSeller and its counsel.
(b) At Seller shall deliver to Purchaser the Closing, the Sellers shallfollowing:
(i) deliver to Buyer stock certificates evidencing a ▇▇▇▇ of Sale and Assignment Agreement, in substantially the Sharesform attached hereto as Exhibit E, free and clear of all Encumbrances, accompanied by instruments of transfer duly executed in favor of Buyer, or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereofby Seller;
(ii) deliver to Buyer stock certificates evidencing a copy of the shares, free and clear of all Encumbrances, in the Group Companies (other than the Company), or if stock certificates are not then available, an indemnity, in a form reasonably acceptable to Buyer, for any lost certificates in lieu thereof;
(iii) deliver to Buyer in relation to each resolutions duly adopted by Seller, an irrevocable power of attorneycertified by the Secretary thereof, in a form reasonably acceptable to Buyerauthorizing the execution, in favor of Buyer (or its nominee(s)) to enable the beneficiary (or its proxies) to exercise all voting delivery and other rights attaching to Shares set out opposite its name on Exhibit A;
(iv) deliver to Buyer, in relation to each Seller, the original of any power of attorney under which any document to be delivered to Buyer have been executed by it;
(v) deliver to Buyer all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 8.2 performance of this Agreement;
(iii) a certificate of an officer of Seller as to the incumbency of its officers authorized to execute this Agreement on behalf of Seller;
(iv) a certificate from the Secretary of State of the State of Utah as to the good standing of Seller;
(v) the certificate required to be delivered pursuant to Section 8.2(a);
(vi) deliver to the applicable Group Company the amount each of the Sellers’ Payments due consents required to be obtained from such Seller, by check or wire transfer third parties as identified under Section 4.4 of immediately available fundsthis Agreement;
(vii) cause a meeting of the board of directors of the Company to approve and effect the following actions:
(A) the adoption of a resolution to register the transfer of the Shares;
(B) the authorization of the issuance of one or more new certificates evidencing the Shares in the name of Buyer;
(C) the resignation of the directors and officers of the Group Companies with effect from the end of such board meeting;
(D) the nomination and appointment of the persons designated by Buyer as directors and officers of each of the Group Companies (but not exceeding the maximum number of directors contained in the relevant company’s articles of association), which appointments shall take effect at the end of the board meeting; and
(E) the change of the address of the registered office of the Company and Bionostics LimitedEmployment Agreements;
(viii) deliver a certificate executed by duly authorized officers joinder or other instrument of accession to the Company and Voting Agreement of Echo (the Operating Subsidiary setting forth the Indebtedness of the Group Companies as of the Closing Date“Voting Agreement Joinder”);
(ix) deliver evidence acceptable a joinder or other instrument of accession to Buyer the Co-Sale Agreement of Echo (the addition of Buyer’s designees, and the removal of Sellers’ designees, as signatories with respect to each of the bank accounts set forth on Schedule 3.8“Co-Sale Agreement Joinder”);
(x) deliver copies of the non-competition agreements required to Buyer the statutory registers and minute books (written up be delivered pursuant to the Closing Date), the common seal (if any), certificate of incorporation and any certificates of incorporation on change of name of each UK Group CompanySection 6.5;
(xi) deliver to Buyer each UK Group Company’s security code and authentication code an opinion of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Companies House WebFiling Service Seller and the Protected Online Filing Scheme Shareholders, dated the Closing Date and substantially in the form attached hereto as Exhibit F;
(if applicable)xii) A certificate, duly completed and executed by Seller pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and
(xiixiii) deliver such other documents relating to or certificates as are deemed reasonably necessary by the transactions contemplated by this Agreement as Buyer may reasonably requestPurchaser and its counsel.
Appears in 1 contract
Sources: Asset Purchase Agreement (Echo Global Logistics, Inc.)