CLOSING DELIVERIES AND ACTIONS OF THE COMPANY Sample Clauses

CLOSING DELIVERIES AND ACTIONS OF THE COMPANY. (a) At the Closing, the Company shall deliver to Cirrus: (i) a certificate of legal existence and good standing of the Company from the Secretary of State of Delaware; (ii) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying that as of the Closing Date the representations and warranties made herein by the Company are true in all material respects (without regard to any materiality qualifications set forth therein) and that the Company has performed and complied in all material respects with all agreements and covenants required by any of the Transaction Documents to be performed and complied by it prior to the Closing Date; (iii) the Escrow Agreement, duly executed by the Company and the Shareholders' Representative on behalf of all of the Shareholders; (iv) an opinion of counsel to the Company addressed to Cirrus dated as of the Closing Date, satisfactory in form and substance to Cirrus with respect to the matters set forth in Exhibit F; (v) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying the total amount of the Transaction Expenses and providing in reasonable detail how such amount was calculated; (vi) a certificate listing the names and mailing addresses of and the number of shares of Cirrus Common Stock to be received by each such holder of Company Shares in accordance with this Agreement; (vii) Schedule 2.2 (conversion schedule) as described in Section 2.2; and (viii) such other documents as Cirrus shall reasonably request consistent with the terms hereof. (b) At the time of the Closing, the Company shall assist, if required, Acquisition Sub in filing with the Secretary of State of the State of Delaware the Certificate of Merger pursuant to Section 2.1.
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Related to CLOSING DELIVERIES AND ACTIONS OF THE COMPANY

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to Obligations of the Company The obligations of the Company to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the following conditions:

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment (or written waiver by the Company) of the following conditions: (a) (i) The representations and warranties of Parent and Merger Sub set forth in this Agreement which are qualified by a “Parent Material Adverse Effect” qualification will be true and correct in all respects as so qualified at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date and (ii) the representations and warranties of Parent set forth in this Agreement which are not qualified by a “Parent Material Adverse Effect” qualification will be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date; provided, however, that, with respect to clauses (i) and (ii) hereof, representations and warranties that are made as of a particular date or period will be true and correct (in the manner set forth in clauses (i) or (ii), as applicable) only as of such date or period. (b) Parent and Merger Sub will have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Effective Time. (c) Parent will have delivered to the Company a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been satisfied. (d) Parent will have deposited, or will have cause to be deposited, the amounts contemplated by Section 2.2(a) with the Exchange Agent.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions: