Closing Deliveries by the Seller Clause Examples
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b);
(b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures;
(c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing;
(d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities;
(e) a duly executed signature page to the Escrow Agreement;
(f) a duly executed signature page to the Non-Compete Agreement;
(g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC;
(h) a duly executed signature page to the Transition Services Agreement;
(i) evidence of receipt of the Required Consents;
(j) possession of the Purchased Assets;
(k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code;
(l) a properly executed IRS Form W-9 from Seller;
(m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and
(n) such other stockholder approvals, Gove...
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Buyer:
(a) stock certificates evidencing the Shares, duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form satisfactory to the Buyer and with all required stock transfer tax stamps affixed;
(b) a receipt for the Purchase Price; and
(c) the opinions, certificates and other documents required to be delivered pursuant to Section 8.02.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, certificates representing the Subject Shares together with assignments separate from certificate with respect to the Subject Shares sufficient to transfer title to the Subject Shares to the Purchaser on the books of the Company including, as necessary, Medallion Guarantees.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to each Purchasing Entity (or Parent, on behalf of Parent, Purchaser and, if applicable, ▇▇▇▇▇ Muse):
(i) stock certificates evidencing all of the shares of capital stock acquired by such Purchasing Entity of (A) the Directly Acquired Publishing Subsidiaries, (B) the Directly Acquired Foreign Subsidiaries and (C) the Directly Acquired B&P and Reference Publishing Subsidiaries, duly endorsed in blank or accompanied by stock powers and transfer forms duly executed in blank;
(ii) receipts for the portion of the Purchase Price as is specified in the Purchase Price Notice relating to each Sold Property;
(iii) the Ancillary Agreements required to be delivered pursuant to Section 8.02; and
(iv) any required stock transfer tax stamps."
(cc) Section 2.05 is hereby amended by substituting for the phrase "Parent and the Purchaser shall deliver to the Seller" the phrase "each Purchasing Entity shall deliver to the "Seller" noted opposite its name on Schedule A with respect to each Sold Property being purchased by such Purchasing Entity" and by inserting after the words "wire transfer" in Section 2.05(a) the words "or intra-bank transfer".
(dd) Section 2.06(e) is hereby amended by substituting for the phrase "the Parent and the Purchaser" the phrase "▇▇▇▇▇▇▇ ▇▇" and for the word "Seller" the phrase "Paramount Communications Acquisitions Corp.", and inserting in the first sentence of such Section 2.06(e) after the word "excess" the phrase ",which amount shall be deemed to be paid in respect of the Shares of ▇▇▇▇▇▇▇▇-▇▇▇▇, Inc.,"
(ee) Section 2.07 is hereby amended by inserting after the words "wire transfer" the words "or intra-bank transfer."
(ff) Section 3.03 is hereby amended by inserting the following text immediately after the phrase "Directly Acquired Publishing Subsidiaries": ", the Directly Acquired B&P and Reference Publishing Subsidiaries"
(gg) Section 3.12 is hereby amended by inserting the following text immediately after the Section heading "Intellectual Property" and immediately before clause (a):
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) stock transfer forms duly endorsed in blank in respect of the Shares and existing certificates representing the Shares;
(b) a copy of the Lock-up Agreement executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇;
(c) a receipt for the certificates evidencing the Consideration;
(d) copies of the Purchaser Structure Agreements executed by the parties thereto (other than the Purchaser and its Affiliates);
(e) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby;
(f) a certificate of a duly authorized officer of the Seller certifying as to the matters set forth in Section 6.02(a);
(g) a certified copy of the register of members of each of the Companies showing the Purchaser as the registered holder of the FMC Shares, the TMHL Shares and the IAL Shares and a certified copy of the resolutions of the Board of Directors of each of the Companies authorizing the transfer of the FMC Shares, the TMHL Shares or the IAL Shares, as applicable, from the Seller to the Purchaser; and
(h) the resignations as director, effective as of the Closing, of all of the directors of the Companies, each Subsidiary and each Group Company, except for such persons as shall have been designated in writing at least seven Business Days prior to the Closing by the Purchaser to the Seller.
Closing Deliveries by the Seller. On the Closing Date, the Seller shall -------------------------------- deliver, or cause to be delivered to the Buyer, the Certificates evidencing the Shares duly endorsed for assignment and transfer to the Buyer, or with appropriate stock transfer powers, and such other instruments or documents as the Buyer may reasonably request.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the opinions, certificates and other documents required to be delivered pursuant to Section 6.2, and to the Escrow Agent, stock certificate(s) evidencing the Shares duly registered in the name of the Purchaser.
Closing Deliveries by the Seller. At the Closing, the Sellers shall deliver or cause to be delivered to the Purchaser:
(a) at the request of Purchaser, membership interest certificates evidencing the Transferred Equity Interests duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps and legends affixed;
(b) executed counterparts of each Employment Agreement to which the Sellers are a party;
(c) a receipt for the Purchase Price;
(d) a true and complete copy, certified by the Secretary or an Assistant Secretary of Medvend Holdings, of the resolutions duly and validly adopted by the Managing Member of Medvend Holdings and the members of Medvend Holdings evidencing their authorization of the execution and delivery of this Agreement and the Employment Agreements and the consummation of the transactions contemplated hereby and thereby;
(e) a certificate of the Secretary or an Assistant Secretary of Medvend Holdings certifying the names and signatures of the officers of Medvend Holdings authorized to sign this Agreement and the Employment Agreements and the other documents to be delivered hereunder and thereunder; and
(f) a certificate of a duly authorized officer of Medvend Holdings certifying as to the matters set forth in Section 7.02(a).
Closing Deliveries by the Seller. To effect the transfer of the Subject Shares and the delivery of the Purchase Price, the Seller shall deliver the following at the Closing:
(a) a total of 3,915,000 shares in certificate form, all of which are and shall be, at Closing, free and clear of any and all Liens, which shall be effected by delivery to Buyer or, at the direction of Buyer, to the Transfer Agent, the Share Issuance Documents;
(b) all consents, approvals, releases and waivers from governmental Authorities and other third parties required or necessary to consummate this Transaction satisfactory in form and substance to the Buyer and its counsel;
(c) an executed copy of the Escrow Agreement as duly executed by the Seller and the Escrow Agent;
(d) manually executed Action of the Board of Directors of the Company electing the Buyer’s nominee(s) as the Director (s) of Company’s Board of Directors and as the President, Chief Financial Officer and Secretary of the Company and accepting the resignation of all current Directors of the Company’s Board of Directors; and all current officers of the Company; The resignation of all current directors will take place concurrent with the H&H Vend Out.
(e) a certificate of the Company’s President, Chief Financial Officer and Secretary, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, certifying that the statements made in this Agreement are accurate and complete and that this Agreement has been duly approved by the Company’s Board of Directors, both as reasonably determined by the Buyer;
(f) manually-executed resignation of the Company’s current officers and directors to be effective as of the H&H Vend Out;
(g) all documents, instruments, codes and utilities to allow the Buyer and the Buyer’s nominee to upload filings for the Company with ▇▇▇▇▇ and FINRA;
(h) a copy of all of the Company’s federal tax returns, as filed with the U.S. Internal Revenue Service, respectively, for the tax year ended December 31, 2015;
(i) a copy of all available Board and Shareholder minutes and actions from inception of the Company to the present that the Company’s officers have in their position;
(j) all other documents required to be delivered to the Buyer pursuant to Section 3.7 or Article VI hereof not specifically mentioned above in this Section 2.5; and
(k) Buyer will assume responsibility for all filings under the Securities and Exchange Act to the extent applicable.
Closing Deliveries by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(a) such instruments of assignment and transfer as shall be necessary to transfer to the Purchaser the right, title, and interest in and to the Interests owned by the Seller;
(b) a receipt for the Purchase Price;
(c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(d) good standing certificates for each Subsidiary from the Secretary of State of the jurisdiction in which each such entity is incorporated or organized and from the Secretary of State in each other jurisdiction in which the properties owned or leased by any of the Company or any Subsidiary, or the operation of its business in such jurisdiction, requires the Company or any Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing;
(e) the certificate contemplated by Section 8.02(a); and
(f) such other documents and instruments reasonably requested by the Purchaser to consummate the transactions contemplated hereby.