Agreements and Documents Sample Clauses

Agreements and Documents. Buyer shall have received a certificate executed by Seller containing the representation and warranty of Seller that each of the representations and warranties set forth in Article IV is accurate in all material respects as of the Closing Date and that the conditions set forth in Article V have been duly satisfied.

Agreements and Documents. The Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) an employment agreement for each Key Employee in substantially the form agreed to between Parent and such Key Employee, executed by Parent and such Key Employee; (b) a Registration Rights Agreement, substantially in the form of Exhibit I, executed by Parent; (c) a certificate, executed on behalf of Parent, by an executive officer of Parent, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Parent), 7.2 (as it relates to the covenants and obligations of Parent), and 7.3 have been duly satisfied; (d) a certificate, executed on behalf of Merger Sub, by an executive officer of Merger Sub, certifying that the conditions set forth in Sections 7.1 (as it relates to the representations and warranties of Merger Sub) and 7.2 (as it relates to the covenants and obligations of Merger Sub) have been duly satisfied; (e) the Certificate of Merger, executed by Merger Sub; (f) to each Company Equityholder that, with respect to Non-Dissenting Stockholders, has duly executed and delivered a Letter of Transmittal in accordance with the terms thereof, such Company Equityholder’s (i) Note, (ii) Warrant, and (iii) certificates representing all of the applicable shares of Parent Common Stock comprising the Closing Stock Consideration Share Amount, in each case, to which such Company Equityholder is entitled pursuant to the terms hereof; (g) certified by the Secretary of Parent, a copy of the written resolutions duly-adopted by the board of directors of Parent (i) approving this Agreement, the Merger and the Contemplated Transactions and (ii) appointing ▇▇▇▇▇ L.L. ▇▇▇▇▇▇ to the board of directors of Parent, effective as of the Effective Time; (h) certified by the Secretary of Merger Sub, a copy of (i) the written consent of the board of directors of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby, and (ii) the written consent of the sole stockholder of Merger Sub approving this Agreement, the Merger and the transactions contemplated hereby; (i) Support Agreements, duly executed by the stockholders of Parent holding in the aggregate a number of shares of capital stock sufficient to provide the Required Parent Stockholder Consent, substantially in the form of Exhibit F (“Support Agreements”); (j) such other documents as may be reasonably requested by the Sto...

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) the statement referred to in Section 5.16(b), executed by the Company; (b) a letter from KPMG Peat Marwick LLP, dated as of the Closing Date and addressed to Parent and the Company, reasonably satisfactory in form and substance to Parent and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, to the effect that, after reasonable investigation, KPMG Peat Marwick LLP is not aware of any fact concerning the Company or any of the Company's shareholders or affiliates that could preclude Parent from accounting for the Merger as a "pooling of interests" in accordance with GAAP, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (c) a letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated as of the Closing Date and addressed to Parent, reasonably satisfactory in form and substance to Parent, to the effect that, after reasonable investigation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is not aware of any fact concerning Parent or any of Parent's stockholders or affiliates that could preclude Parent from accounting for the Merger as a "pooling of interests" in accordance with GAAP, Accounting Principles Board Opinion No. 16 and all published rules, regulations and policies of the SEC; (d) a legal opinion of ▇▇▇▇▇▇ Godward LLP, dated as of the Closing Date and addressed to Parent, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, ▇▇▇▇▇▇ Godward LLP may rely upon the tax representation letters referred to in Section 5.13); (e) a certificate executed on behalf of the Company by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.4, 6.5, 6.7 and 6.8 have been duly satisfied; and (f) the written resignations of all officers and directors of the Company, effective as of the Effective Time.

Agreements and Documents. Purchaser shall have received the following agreements and documents, each of which shall be in full force and effect: (i) a “good standing” certificate for the Company issued as of a date not more than 10 days before the Closing Date by the Secretary of State of the State of Arizona; (ii) an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage (the “D&O Policy”) for the Company’s directors and officers in a form acceptable to Purchaser, which shall provide such directors and officers with coverage for six years following the Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company; (iii) a certificate duly executed by each Seller certifying that each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to such Seller) has been satisfied; (iv) a certificate duly executed by an officer of the Company certifying that (A) each of the conditions specified in subsections (a) and (b) of this Section 6.02 (to the extent related to the Company) and (B) subsection (c) of this Section 6.02, has been satisfied; (v) payoff letters executed, as necessary, to evidence the full payment of any Funded Indebtedness, authorization to terminate any Liens associated therewith (the “Payoff Letters”), which Payoff Letters shall be in form and substance reasonably acceptable to Purchaser and shall have been provided by the Company to Purchaser at least five Business Days prior to the Closing; (vi) statements, invoices or other documentation reasonably acceptable to Purchaser setting forth the amounts of all Seller Transaction Expenses required to be paid at Closing (which shall include the identity of each recipient, dollar amounts and wire instructions and any other information necessary for Purchaser and/or the Company to effect the final payment in full thereof at Closing); (vii) dated as of the Closing Date, a duly completed and executed affidavit from each Seller, prepared in accordance with Treasury Regulations Section 1.1445-2(b) and Section 1446(f) of the Code, reasonably acceptable to Purchaser and certifying such Seller’s non‑foreign status; (viii) a certificate of the secretary of the Company in form and substance reasonably satisfactory to Purchaser, certifying as to the terms and effecti...

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) an employment agreement in substantially the form attached hereto as Exhibit H which shall have been executed and delivered by Parent and Char▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇d such agreement shall become effective as of the Closing Date; (b) a separation and consulting agreement in substantially the form attached hereto as Exhibit I-1 which shall have been executed and delivered by Parent and Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ such agreement shall become effective as of the Closing Date, and an executive severance benefits agreement shall have been executed and delivered by Parent and Dr. ▇▇▇▇▇▇▇▇ ▇▇ substantially the form attached hereto as Exhibit I-2 (or a similar agreement which provides Dr. ▇▇▇▇▇▇▇▇ ▇▇▇h an equivalent economic benefit as reflected therein) and such agreement shall become effective as of or prior to the Closing Date; (c) a legal opinion of Lath▇▇ & ▇atk▇▇▇, ▇▇ted as of the Closing Date, to the effect that the Merger will constitute a reorganization within the meaning of Section 368 of the Code (it being understood that, in rendering such opinion, Lath▇▇ & ▇atk▇▇▇ ▇▇▇ rely upon the tax representation letters referred to in Section 5.11); provided, however, that if Lath▇▇ & ▇atk▇▇▇ ▇▇▇s not render such opinion or withdraws or modifies such opinion, this condition shall nonetheless be deemed satisfied if Cool▇▇ ▇▇▇ward LLP, counsel to Parent, renders such opinion to the Company; and (d) a certificate executed on behalf of Parent by an executive officer of Parent, confirming that conditions set forth in Sections 7.1, 7.2, 7.4, 7.5, 7.7 and 7.8 and 7.9 have been duly satisfied.

Agreements and Documents. Parent and Merger Sub shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Noncompetition Agreements, in the form of Exhibit F, executed by --------- each of the Shareholders; (b) a Release, in the form of Exhibit G, executed by each of the --------- Shareholders; (c) a Shareholder Investment Certification, satisfactory in form and content to Parent, executed by each of the Shareholders receiving Parent Common Stock in the Merger; (d) dated as of a date not more than five days prior to the Closing Date and satisfactory in form and content to Parent, executed by OB-1 Associates; Western Financial Savings, Bank; Masco Properties; ▇▇▇▇▇▇ Enterprises, a limited partnership; and Ad Art, Inc. and any other lessor under any real property lease to which the Company is a party as tenant or subtenant. (e) the legal opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., counsel to the Company and the Shareholders and dated as of the Closing Date, in the form of Exhibit H; --------- (f) a certificate executed by each of the Shareholders to the effect that each of the representations and warranties set forth in Sections 2 and 3 is accurate in all respects as of the Closing Date as if made on the Closing Date and that the conditions set forth in Sections 7.1, 7.2, 7.3 and 7.4 have been duly satisfied (the "Closing Certificates"); (g) written resignations of all directors of the Company, effective as of the Effective Time; (h) a Continuity of Interest Certificate, executed by each of the Shareholders; and (i) a Spousal Consent, Power of Attorney and Waiver, in the form of Exhibit I, executed by each of the spouses (if any) of ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇. --------- ▇'▇▇▇▇▇, and ▇▇▇ ▇. ▇▇▇▇▇▇.

Agreements and Documents. 21 5.5 No Restraints..................................................................................22

Agreements and Documents. Buyer will have received the following agreements and documents, each of which will be in full force and effect: (a) a certificate executed by Seller confirming that the conditions set forth in Sections 5.1, 5.2, 5.3, 5.5, 5.6, 5.7 and 5.8 have been duly satisfied. (b) the duly executed and delivered Indemnity Agreement of Seller that is attached hereto as Annex 5.4(b) and incorporated herein by reference.

Agreements and Documents. TPB shall have received the following documents, each of which shall be in full force and effect: (a) a certificate executed by the Chief Executive Officer or Chief Financial Officer of SDI certifying that the conditions set forth in Sections 6.6(a), 7.1, 7.2, 7.3, 7.4, and 7.7 have been duly satisfied; (b) a letter of resignation and waiver, in form reasonably satisfactory to TPB, duly executed by each member of the board of directors (or equivalent governing body) and each officer of SDI and each of its Subsidiaries, in each case, effective as of the Effective Time, evidencing the resignation of each such director and officer and waiving any and all Claims against SDI (other than Claims that such director or officer is entitled to indemnification under the Organizational Documents of, or any indemnification agreements with, SDI or its Subsidiaries); (c) evidence reasonably satisfactory to TPB that SDI has purchased the SDI D&O Tail Policy; (d) evidence reasonably satisfactory to TPB that SDI has paid in full all Indebtedness not included as Indebtedness on the Net Liabilities Estimate; (e) evidence reasonably satisfactory to TPB that the liquidator of Maidstone does not intend to take further action to pursue any claims or potential claims they had or might have had against SDI or any of its Subsidiaries or any of their respective directors, officers, employees, agents, or any other Person acting on their behalf with regard to the Management Agreement and any and all intercompany payments made between Maidstone, SDI and any Subsidiaries, or such documentation from the New York Liquidation Bureau that is reasonably acceptable to TPB; and (f) to the extent that certain License Agreement dated May 1, 2018 between SDI and Standard General L.P. (the “License Agreement”) does not expire in accordance with its terms or the License Agreement is renewed, evidence reasonably satisfactory to TPB that the License Agreement has been terminated prior to the Effective Time and that SDI has no continuing obligation or liability thereunder.