Agreement and Documents Clause Samples

Agreement and Documents. At the Closing, the Company shall deliver to Zurvita and Amacore copies of the following agreements and documents, each of which shall be executed and delivered by the other relevant parties thereto, and each of which at the Closing shall be in full force and effect (except as specifically indicated below): (a) a certificate, executed by the President of the Company, and dated as of the Closing Date, certifying: (i) the Company has satisfied and complied with all of its obligations under this Agreement which are required to consummate the Share Exchange; and (ii) all of the Company’s representations and warranties set forth in this Agreement are true and accurate as of the Closing Date; (b) a certificate, executed by the Secretary of the Company, and dated the Closing Date, certifying: (i) the Company’s Certificate of Incorporation; (ii) the Company’s By-Laws; (iii) the resolutions of the Board of Directors and the shareholders of the Company, as applicable, authorizing the Share Exchange and the transactions contemplated under the Transaction Documents; and (iv) attesting to the incumbency of the officers and directors of the Company; and (c) an executed letter to the Company’s transfer agent instructing the transfer agent to issue to Amacore a stock certificate representing 9,310,000 shares of the Common Stock.
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Agreement and Documents. At the Closing, Pubco shall deliver to the Contributors copies of the following agreements and documents, each of which shall be executed and delivered by the other relevant parties thereto, and each of which at the Closing shall be in full force and effect (except as specifically indicated below): (a) the Investors’ Rights Agreement executed by Pubco and R▇▇▇▇ ▇▇▇▇▇, which shall become effective when executed and delivered by the Purchasers in connection with the consummation of the Stock Purchase; (b) a legal opinion, covering the matters listed in the document attached hereto as Exhibit E, addressed to the Contributors from F▇▇▇▇▇▇, W▇▇▇▇▇▇▇▇ & S▇▇▇▇ LLP; and (c) a certificate, executed by the Secretary of Pubco and dated the Closing Date, as to the certificate of incorporation, certificate of designations and bylaws of Pubco, each as in effect at the Closing, and attaching each thereto.
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Agreement and Documents. The Company shall have received the following items from the Vendor, each of which, to the extent applicable, shall be in full force and effect: (i) a recent certificate of status or similar certificate with respect to the Purchaser, issued by the appropriate Governmental Authority of its jurisdiction of incorporation; (ii) certified copies of (i) the constating documents and by-laws of the Purchaser; and (ii) the resolutions of the shareholders and the sole director of the Purchaser authorising the purchase of the Purchased Assets pursuant to the terms of the Agreement; and (iii) a certificate from the Purchaser confirming the covenants in this Agreement made by the Purchaser and the representations and warranties in Article 5 of this Agreement are true and correct in all material respects as at the Closing Date and the Closing Time (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all material respects.)
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Agreement and Documents. (a) the Employment Agreement, executed by the Company; (b) the Escrow Agreement, executed by Parent and the Escrow Agent; and (c) if practicable, stock certificates representing the Merger Consideration issuable to the Shareholders.
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Agreement and Documents. (a) At the Closing, Pubco and MergerSub shall deliver to the Company all of the certificates, opinions, instruments and other documents described or otherwise referred to in Section 5 and/or Section 6 hereof and subsection 11.3(a) hereafter; and (b) Immediately after the Effective Time, Pubco shall deliver to the Company the resignations of all officers and directors of Pubco, except for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who shall continue to serve as Chief Financial Officer until he resigns or is replaced by Pubco’s board of directors; provided, however, that prior to the resignation of the last of Pubco’s directors, such remaining director shall appoint the five (5) persons set forth on Exhibit B annexed hereto to serve on the board of directors of Pubco immediately after the Effective Time.
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Agreement and Documents. SurgiCount and the Shareholders shall have received the following documents, each of which shall be executed and delivered by the other relevant parties hereto, and each of which at the Closing shall be in full force and effect: (a) the ▇▇▇▇▇▇▇ Consulting Agreement executed by the Surviving Corporation;
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Agreement and Documents. At the Closing, TheMaven and MergerSub shall deliver to the Company all of the certificates, instruments, agreements and other documents described or otherwise referred to in Section 5 and/or Section 6 hereof.
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Agreement and Documents. This Agreement, together with the applicable policies and Documents referenced herein, establishes the terms and conditions under which SEDNA will provide the SEDNA Platform and any associated Professional Services, to the Customer.
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Agreement and Documents. At the Closing, Sirion shall deliver to Sytera copies of the following agreements and documents, each of which shall be executed and delivered by the other parties identified below, and each of which at the Closing shall be in full force and effect: (a) the Voting Agreement executed by the following holders of Sirion Securities: PharmaBio Development Inc., B▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (b) the Investor Rights Agreement executed by the following holders of Sirion Securities: PharmaBio Development Inc., B▇▇▇▇ ▇▇▇▇▇▇, R▇▇▇▇ ▇▇▇▇▇, S▇▇▇▇ ▇▇▇▇▇▇ and P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇; (c) the Consulting Agreements executed by Sirion; (d) the Employment Agreements executed by Sirion; (e) the Noncompetition Agreement executed by Sirion; (f) the Sytera Escrow Agreement executed by Sirion and the Sirion Shareholders’ Representative; (g) the Sirion Escrow Agreement executed by Sirion and the Sirion Shareholders’ Representative; and (h) a legal opinion, in the form attached hereto as Exhibit M, addressed to the holders of Sytera Securities from W▇▇▇ ▇▇▇▇▇▇, P.A.
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Related to Agreement and Documents

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including ▇▇▇▇▇▇▇ ▇▇▇▇▇; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Information and Documents A. Consultant covenants that all data, reports, documents, discussion, or other information (collectively “Data”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed or released by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena. B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. C. All Data required to be furnished to City in connection with this Agreement shall become City’s property, and City may use all or any portion of the Data submitted by Consultant as City deems appropriate. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the Services, surveys, notes, and other documents prepared in the course of providing the Services shall become City’s sole property and may be used, reused or otherwise disposed of by City without Consultant’s permission. Consultant may take and retain copies of the written products as desired, but the written products shall not be the subject of a copyright application by Consultant. D. Consultant’s covenants under this Section shall survive the expiration or termination of this Agreement.

  • Amendment Documents This Amendment and any other instrument, document or certificate required by the Agent to be executed or delivered by the Borrower or any other Person in connection with this Amendment, duly executed by such Persons (the "Amendment Documents");

  • Agreement Documents 1. This Agreement consists of the following documents: (a) This Agreement; (b) The General Terms and Conditions for Programme Cooperation Agreements appended hereto; (c) Any Programme Documents concluded hereunder; and (d) Any Special Conditions established with regard to a particular programme, IP, or Programme Document, attached to this Agreement.

  • Packing and Documents 23.1 The Supplier shall provide such packing of the Goods as is required to prevent their damage or deterioration during transit to their final destination, as indicated in the Contract. During transit, the packing shall be sufficient to withstand, without limitation, rough handling and exposure to extreme temperatures, salt and precipitation, and open storage. Packing case size and weights shall take into consideration, where appropriate, the remoteness of the goods' final destination and the absence of heavy handling facilities at all points in transit. 23.2 The packing, marking, and documentation within and outside the packages shall comply strictly with such special requirements as shall be expressly provided for in the Contract, including additional requirements, if any, specified in the SCC, and in any other instructions ordered by the Procuring Entity.