Receipt of Certificates. SSC shall have delivered to Ford certificates representing the Shares endorsed in blank or with accompanying stock powers duly signed, and such other instruments or documents as Ford shall reasonably request to transfer good and marketable title to all of the Shares in Ford free, clear and discharged of all Encumbrances.
Receipt of Certificates. On the Closing Date (as defined below), the Company shall issued and deliver to the Buyer certificates representing the Securities to be purchased by the Buyer.
Receipt of Certificates. On or prior to the Closing Date, Parent shall have received the Certificates required by Section 6.3(b) of this Agreement.
Receipt of Certificates. The receipt by the Escrow Agent of the Certificate or Certificates representing the Preferred Shares;
Receipt of Certificates. The Company shall have received a certificate signed on behalf of MergerCo by a senior executive officer of MergerCo to the effect set forth in subparagraph (1) and (2) above.
Receipt of Certificates. Provided that the Shareholder has fulfilled its delivery obligations under Section 2.3, the Purchaser shall, on the Closing Date, issue irrevocable instructions to the Escrow Agent, as its transfer agent, to issue certificates representing the number of shares of the Purchaser Common Stock that such Shareholder is entitled to receive pursuant to Sections 2.4.1 and 2.4.2(a) hereof; provided, however, that the certificates representing the Escrow Shares shall (i) be retained by the Escrow Agent in accordance with the provisions of the Escrow Agreement, (ii) not be issued in certificated form and (iii) held by the Escrow Agent in book entry form. In the event that any certificates representing shares of Company Capital Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such certificate to be lost, stolen or destroyed, the Purchaser shall issue in exchange for such lost, stolen or destroyed certificate the shares of the Purchaser Common Stock that such Shareholder is entitled to receive pursuant to Section 2.4.2(a) hereof; provided, however, that the Purchaser may in its discretion and as a condition precedent to the issuance thereof, require such Shareholder to provide the Purchaser with an indemnity agreement against any claim that may be made against the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed. The shares of the Purchaser Common Stock that each Shareholder of the Company shall be entitled to receive in connection with the Sale pursuant to Section 2.4.1 and 2.4.2(a) and the Escrow Shares shall be deemed to have been issued on the Closing Date. If the Purchase Consideration (or any part thereof) or Preferred Stock Redemption Consideration (or any part thereof) (or any portion thereof) is to be delivered to any Person other than the Person in whose name the certificate or certificates representing shares of Company Capital Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that the person requesting such exchange shall pay to the Purchaser any transfer or other taxes required by reason of the payment of the Purchase Consideration or Preferred Stock Redemption Consideration to a Person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of the Purchaser that such tax has been paid or is not applicable. Notwithstanding anything to ...
Receipt of Certificates. Each of NSA and NetSoft shall have received at Closing a certificate signed by the Chief Financial Officer of NetManage certifying the accuracy of the matters set forth in Sections 8.1, 8.2 and 8.3.
Receipt of Certificates. Jaymark shall have received at Closing certificates signed by the President and Chief Financial Officer of CTL and INTERCELL certifying the accuracy of the matters set forth in Sections 8.1, 8.2, 8.3, and 8.4 (as such matters relate to CTL and INTERCELL).
Receipt of Certificates. The Seller shall deliver to the Corporation certificates representing the Redeemed Shares, together with duly executed stock powers.
Receipt of Certificates. Buyer shall have received from the Paying Agent each of the Certificates, duly endorsed in blank or with stock powers annexed thereto and duly executed in blank, in proper form for transfer of the Shares represented thereby to Buyer upon delivery.
