Documents to be Delivered by Parent Clause Samples
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by the parties):
(a) Copies of (i) the resolutions of the Board of Directors of Parent authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Parent's Articles of Incorporation, and (iii) Parent's Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date;
(b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens;
(c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof;
(d) The Officer's Certificate required by Sections 6.1(e) and 6.2(e);
(e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens;
(f) Releases, including, without limitation, termination statements under the UCC of any financing statements filed against any Dividend Assets, evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged by Closing, which releases shall be effective at or prior to the Closing;
(g) FIRPTA Affidavit; and
(h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liens.
Documents to be Delivered by Parent. On or before the Closing, Parent and the Acquirer shall deliver or cause to be delivered to the Company:
(a) a irrevocable transfer agent instruction letter for issuance of the Acquisition Shares to the Company Shareholders, which has been preapproved by the Parent’s transfer agent;
(b) an officers certificate containing articles, bylaws, and certified copies of such resolutions of the directors of Parent and the Acquirer as are required to be passed to authorize the execution, delivery and implementation of this Agreement;
(c) a certified copy of a resolution of the Shareholders of Parent t dated as of the Closing Date approving this Agreement and the Merger;
(d) an acknowledgement from Parent of the satisfaction of the conditions precedent set forth in Section 6.03 hereof;
(e) such other documents as the Company may reasonably require to give effect to the terms and intention of this Agreement.
Documents to be Delivered by Parent. On the Business Transfer Date, Parent will deliver, or will cause its appropriate Subsidiaries to deliver, to SplitCo all of the following instruments:
(i) the Ancillary Agreements to which Parent or any other member of the Parent Group is a Party, duly executed by the members of the Parent Group party thereto;
(ii) the Transfer Documents as described in Section 1.10 and Section 1.11;
(iii) resignations (or evidence of removal) of each of the individuals who serve as an officer or director of members of the Galleria Group in their capacity as such and the resignations of any other Persons that will be employees of any member of the Galleria Group after the Business Transfer Time and that are directors or officers of any member of the Galleria Group, to the extent requested by Acquiror, in each case effective as of the Effective Time; and
(iv) the certificate contemplated by Section 7.02(d).
Documents to be Delivered by Parent. At the Closing, Parent shall deliver or cause to be delivered to Buyer (or, to the extent required by applicable Law, to the relevant Designated Purchaser) the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Parent. At the Closing, Parent shall:
(a) Record the applicable Company Shareholders in the books and records of the Parent as the owners of the applicable shares of Parent Common Stock constituting the Merger Consideration payable to each applicable Company Shareholder; and
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Buyer the following:
(i) a legal opinion of counsel to Parent in a form satisfactory to Buyer;
(ii) a Certificate of Officer of Parent dated as of the Closing Date as to the representations and warranties set forth in Section 3 hereof;
(iii) Agreement by and among Parent and directors and certain holders of Parent and Buyer dated as of the Closing Date; and
(iv) the Guaranty from S. Robe▇▇ ▇▇▇▇▇.
Documents to be Delivered by Parent. At the Closing, Parent shall deliver, or cause to be delivered, to Buyer the following:
(a) The written resignations of each of the directors and officers (other than full time employees of the Company) of the Company;
(b) The Certificates; and
(c) Copies of each of the consents and waivers described in Section 5.3(d).
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to M&G’s the following:
(a) A certificate, executed by an officer of Parent in such detail as M&G’s shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Effective Time. The delivery of such certificate shall constitute a representation and warranty of Parent as to the statements set forth therein.
(b) A copy of the resolutions adopted by (i) the shareholders and Board of Directors of Merger Sub, and (ii) the Board of Directors of Parent, approving this Agreement, the Merger and the transactions contemplated hereby, certified by their respective Secretaries.
(c) The Certificate of Merger, duly executed by the Parent and Merger Sub.
(d) Factual certificates, in a form and substance reasonably satisfactory to M&G’s and its counsel, confirming and supporting the representations of Parent contained in Section 5.2 of this Agreement.
(e) Such other customary certificates or documents as may be reasonably required by M&G’s.
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to the Company the following:
Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Shareholders the following documents:
(a) Certificates issued to each Shareholder for the number of shares of Merger Shares issuable to such Shareholder as determined pursuant to Article I hereof and the Plan of Merger
(b) A certified copy of the duly adopted resolutions of the board of directors of Parent authorizing or ratifying the execution and performance of this Agreement and authorizing or ratifying the acts of its officers and employees in carrying out the terms and provisions thereof
(c) A certificate signed by the President of the Parent that the representations and warranties made by the Parent in this Agreement are true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made on or given on and as of the Closing Date and that the Parent has performed and complied with all of their obligations under this Agreement which are to be performed or complied with by or prior to or on the Closing Date.
(d) The Stock Transfer Agreement executed and delivered by the parties thereto.
(e) A certificate issued to each Shareholder for the number of Transfer Shares to be transferred to such Shareholder pursuant to the Stock Transfer Agreement.
(f) The legal opinion of counsel to Parent required pursuant to Section 6.10 hereof.