Pubco and MergerSub Deliverables Sample Clauses

Pubco and MergerSub Deliverables. Pubco and MergerSub shall have delivered (i) the certificates described in Section 1.7 hereof, as applicable (or, if applicable, shall have provided all necessary instructions to Pubco’s transfer agent for the delivery of such certificates promptly after the Closing), (ii) all of the Pubco and MergerSub deliverables set forth in Section 10 hereafter (iii) all certificates and documents required to be delivered pursuant to the provisions of this Section 6 and (iv) all other documents required to be delivered by Pubco and MergerSub on or before the Closing Date. In addition, Pubco and MergerSub shall have caused Xxxxx X. Xxxxxxx to deliver the Escrow Agreement and all certificates and stock powers required to be delivered pursuant to subsection 11.3(a) hereafter.
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Pubco and MergerSub Deliverables. Pubco and MergerSub shall deliver the following to the Company:

Related to Pubco and MergerSub Deliverables

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Closing Deliverables (a) At the Closing, Seller shall deliver to Buyer the following:

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Seller’s Closing Deliverables At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Merger Sub Compliance Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or relating to this Agreement. Merger Sub shall not engage in any business which is not in connection with the merger of Merger Sub with and into the Company pursuant to this Agreement.

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