Deliveries of the Sellers Sample Clauses
Deliveries of the Sellers. On the Closing Date, the Company or the Sellers, as applicable, shall deliver or cause to be delivered to the Buyer (or Buyer’s designated Affiliate) the following:
(i) a certificate from the Secretary of the Company, dated as of the Closing Date, in a form approved by the Buyer, certifying attached copies of the articles of incorporation and the bylaws of Company as in effect on the Closing Date;
(ii) a certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, issued no earlier than ten days prior to the Closing Date;
(iii) a certificate from the Secretary or equivalent officer of each shareholder in a form approved by the Buyer, certifying the resolutions of the Board of Directors/Management Committees of such Seller authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby;
(iv) certificates representing the Shares, accompanied by separate stock powers duly endorsed in blank;
(v) a certification of each Seller, dated as of the Closing Date, in the form specified by Treasury Regulation Section 1.1445-2(b)(2)(iv) certifying that such Seller is not a foreign person within the meaning of Treasury Regulation Section 1.1445-2(b)(2);
(vi) a closing statement setting forth (A) the allocation of the Closing Consideration among the Sellers, (B) the aggregate Indebtedness of the Company outstanding as of Closing; minus (C) the aggregate Sellers’ Expenses of the Company outstanding as of Closing, duly executed by the Company and the Sellers;
(vii) a written resignation, effective as of the Closing, from each director, officer, and employee of the Company, in a form approved by the Buyer, duly executed by each such director, officer and employee of the Company;
(viii) evidence of termination, in a form approved by the Buyer, of each of the Stockholder Agreements; and
(ix) such other documents and instruments as may be requested by the Buyer, each in a form satisfactory to the Buyer and its legal counsel.
Deliveries of the Sellers. At the Closing, the Sellers will deliver or cause to be executed and delivered to Category 5:
Deliveries of the Sellers. On or prior to the date hereof, each and all of the Sellers shall irrevocably deliver to the Escrow Agent original executed or otherwise certified copies of the following documents (all or any of which may be waived in whole or in part by the Purchasers in their sole discretion by notice to the Sellers and the Escrow Agent):
Deliveries of the Sellers. The Sellers shall deliver to the Buyer at Closing:
(i) at the Closing, an executed copy of this Agreement;
(ii) Complete list of assets to be transferred;
(iii) resolutions of the board of directors of Sellers, authorizing the execution, delivery and performance of this Agreement, each certified by the secretary of Sellers as being complete and in full force and effect on the Effective Date.
(iv) such other agreements, documents, certificates, and instruments reasonably requested by the Buyer to be delivered to the Buyer at or prior to the Closing in connection with the Sellers’ obligations under the terms of this Agreement.
Deliveries of the Sellers. At the Closing, the Sellers or EOIR (as applicable) shall have delivered or caused the delivery of the following items or shall have otherwise satisfied the following conditions:
Deliveries of the Sellers. All deliveries required to have been made by the Sellers under Section 1.5 at the Closing shall have been delivered.
Deliveries of the Sellers. The Sellers shall have made delivery to the Buyers of the documents and items specified in Section 9.02 of this Agreement.
Deliveries of the Sellers. At the Closing, the Sellers shall deliver the following items to the Buyer:
(a) The Required Consents;
(b) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(c) A certificate duly executed by the Secretary of the Sellers, attesting, with respect to the Sellers, the resolutions duly and validly adopted by the board of directors of the Sellers evidencing the authorization of its execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, as to its Articles of Incorporation and Bylaws, and as to names and signatures of the officers of the Buyer authorized to sign this Agreement and the other Transaction Documents to be delivered by the Buyer hereunder;
(d) A certificate with respect to the Sellers and the Company from the Secretary of their respective states of incorporation, respectively, attesting as to its valid existence and its good standing (or, as to jurisdictions that do not recognize such concept, its payment of all taxes required by the Department of Revenue) as of a date not earlier than two business days prior to the Closing Date; and
(e) The documents referred to in Sections 7.1(c) and 7.1(e).
Deliveries of the Sellers. On the date of this Agreement and with effect as of Closing, the Sellers shall, jointly and severally (Haftung zur ungeteilten Hand), have delivered to the Purchaser evidence satisfactory to the Purchaser that the following actions have been taken:
(i) The Sellers have executed and the Sellers have caused UniCredit Bank Austria AG, Austria, and the Escrow Agent to execute the trust agreement in substantially the form of Exhibit 1.4(a)(i) (the “Trust Agreement.”)
(ii) The Company and each of ▇▇▇▇▇ Haberler and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ have executed and delivered an employment agreement and all previous claims of Mr. ▇▇▇▇▇ Haberler and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ vis-à-vis the Group Companies have been settled in full and final manner in substantially the form of Exhibit 1.4(a)(ii).
(iii) The Company and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ have executed and delivered an employment agreement and all previous claims of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ vis-à-vis the Group Companies have been settled in full and final manner in substantially the form of Exhibit 1.4(a)(iii).
(iv) The Sellers have caused UniCredit Bank Austria AG, Austria, to (i) issue an unconditional and irrevocable abstract bank guarantee in form and content as set forth on Exhibit 1.4(a)(iv) (the “Bank Guarantee.”) and (ii) deliver the original of the Bank Guarantee to the Escrow Agent in accordance with the terms of the Trust Agreement.
(v) The Sellers have delivered to the Purchaser a written certificate of each board member executing this Agreement for Seller 3 and Seller 4, respectively and excluding, in each case, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇, addressed to the Purchaser in substantially the form of Exhibit 1.4(a)(v).
(vi) Each Seller has executed and delivered a general release of claims addressed to the Purchaser and each Group Company in such form as the Purchaser shall reasonably specify in substantially the form of Exhibit 1.4(a)(vi). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
(vii) The Company has executed and delivered a general release of claims with Haberler GmbH addressed to the Purchaser and each Group Company in such form as the Purchaser shall reasonably specify in substantially the form of Exhibit 1.4(a)(vii).
(viii) The Group Companies have terminated all contractual relationships with the (i) Sellers or (ii) any Sellers’ Affiliates other than contr...
Deliveries of the Sellers. At the Closing, the Sellers shall deliver ------------------------- to the Buyer the following:
(a) Certificates representing the Subject Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank by the applicable Seller.
(b) The certificate of the Sellers required to be delivered pursuant to Paragraph 2.1(a), above.
(c) Resignations of the directors of the Company and each person who is a trustee, custodian, or authorized signatory under any employee benefit plan, bank account, depository account or safe deposit box of the Company, effective as of the Closing, as designated by the Buyer.
(d) Constructive possession of the complete books and records relating to the business of the Company, including all keys or articles required for access thereto and the combinations for all safes, vaults and other places of safekeeping or storage of the Company.
(e) The Noncompetition Agreements, duly executed by each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇.