Closing Deliveries of Parent Sample Clauses

Closing Deliveries of Parent. At the Closing, Parent shall deliver the following to the Company and/or the Shareholders, as appropriate. (a) Merger Consideration. Parent shall deliver the Initial Consideration and deposit the Parent Escrow Amount and the Company Escrow Amount, as provided in Article I.

Closing Deliveries of Parent. At Closing, Parent shall deliver the following documents to the Company: (a) An opinion of Moses & Singer LLP, counsel for Parent, to the effect set forth on Exhibit B hereto. (b) A certificate, dated the Closing Date, executed by the Secretary of Parent, certifying that: (i) all consents, authorizations, orders and approvals of, and filings and registrations with, any court, governmental body or instrumentality that are required for the execution and delivery of this Agreement and the consummation of the Exchange shall have been duly made or obtained, and all material consents by third parties required for the Exchange have been obtained; and (ii) no action or proceeding before any court, governmental body or agency has been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated by this Agreement. (c) Copies of resolutions of the Board of Directors of Parent, certified by the Secretary of Parent, authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Exchange and all other documents and instruments to be delivered by it pursuant hereto. (d) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute this Agreement and any documents referred to herein, and further certifying that the Certificate of Incorporation (including the Certificate of Designation of the Series A Preferred Stock) and By-laws of Parent appended thereto have been validly adopted and have not been amended or modified. (e) A certificate of the Transfer Agent certifying as of the business day prior to the Closing Date, and before taking into consideration the Exchange, a true and complete list of the names and addresses of the record owners of all of the outstanding shares of Parent Common Stock, together with the number of shares of Parent Common Stock held by each record owner. (f) An instruction letter from Parent to the Transfer Agent as provided for in Section 1.4 hereof accompanied by any opinion of Moses & Singer LLP, counsel for Parent, to be issued for the Transfer Agent’s benefit. (g) The executed resignations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ as the directors of Parent and of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇ as officers of Parent, with ▇▇. ▇▇▇▇▇▇▇’▇ director resignation to take e...

Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following: (a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Effective Time, the conditions set forth in Section 9.1 above have been satisfied; and (b) the Escrow Agreement, duly executed and delivered by Parent; and (c) evidence of the deposit of the amounts set forth in Section 2.8(a) above with the Paying Agent.

Closing Deliveries of Parent. At the Closing, Parent and Merger Sub, as appropriate, shall have performed and delivered the following, subject to waiver, in part or in full, by the Company or the Stockholder Representative, as applicable: (a) each of Parent and Merger Sub shall have executed and delivered to the Company a certificate of its secretary, setting forth the resolutions of its board of directors (or other evidence reasonably satisfactory to the Stockholder Representative) authorizing the execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions have not been amended or rescinded and are in full force and effect; and (b) Parent, Merger Sub and the Escrow Agent shall have executed and delivered the Escrow Agreement.

Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following: (a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Closing, the conditions set forth in Sections 9.1 and 9.2 above have been satisfied; (b) the Escrow Agreement, duly executed and delivered by ▇▇▇▇▇▇; (c) a certificate of the Secretary of the Parent dated the Closing Date, in form and substance reasonably satisfactory to Company as to (i) the Parent’s charter and bylaws (the “Parent Organizational Documents”) and the Parent being in good standing (including attaching the Parent Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation) and (ii) the incumbency and signatures of the officers of the Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; (d) evidence, reasonably satisfactory to the Company, as to the consent of the third party identified on Schedule 9.2, if any; (e) the Offer Package Agreements and Non-Competition Agreements identified in Section 8.4, duly executed and delivered by ▇▇▇▇▇▇; and (f) evidence of the deposit of the shares of Parent Common Stock set forth in Section 2.8(a) above with the Exchange Agent.

Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver to the Company and the Principal Stockholders each of the following:

Closing Deliveries of Parent. At the Closing, the Buyers will deliver the following: 3.3.1. the payments required to be made pursuant to SECTION 2.2; 3.3.2. all other instruments, agreements, certificates, opinions and documents reasonably required to be delivered by Parent at or prior to the Closing Date pursuant to this Agreement; and 3.3.3. the Escrow Agreement, signed by Parent.

Closing Deliveries of Parent. At the Closing, Parent shall deliver to Seller: (i) one or more certificates representing the Stock Consideration; and (ii) all of the documents and agreements required to delivered by it or on its behalf pursuant to Article IX of this Agreement.

Closing Deliveries of Parent. The obligations of the Company to effect the Merger and otherwise consummate the transactions to be consummated at the Closing are subject to the Company receiving the following documents, each of which shall be in full force and effect, or the written waiver by the Company of delivery: (a) a copy of the Certificate of Designation, certified by the Secretary of State of the State of Delaware; (b) a written resignation, in a form reasonably satisfactory to the Company, dated as of the Closing Date and effective as of the Closing, executed by each of the officers and directors of Parent who is not to continue as an officer or director, as the case may be, of Parent after the Closing pursuant to Section 1.1 hereof; (c) the Parent Support Agreements; (d) the Parent Lock-Up Agreements; (e) a schedule setting forth, in reasonable detail, Parent’s good faith, estimated calculation of Net Cash, including each component thereof prepared and certified by Parent’s principal financial or accounting officer, together with the work papers and backup materials used or useful in preparing such schedule, as requested by the Company; and (f) evidence of the issuance, to each holder of Company Common Stock immediately prior to the First Effective Time (other than any holders to the extent it holds Excluded Shares or Dissenting Shares) of such holders’ portion of the First Merger Consideration in the name of by book entry on the stock ledger of Parent (or, if such portion of the First Merger Consideration is to be represented in certificated form, a certificate representing the First Merger Consideration in the name of such holder).