Effective Time and Closing. The closing shall take place at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, concurrently with the execution hereof, commencing at 10:00 a.m. local time (the "Closing"). The date and time of the Closing are herein referred to as the "Closing Date." At the Closing: (a) Purchasers shall deliver to Sellers: (i) certificates representing the Base Ten Shares, subject to delivery of a portion thereof, by Sellers, to the Escrow Agent in accordance with Section 1.3(c). (ii) an Officer's Certificate of Base Ten, dated the Closing Date, stating the following: (A) Each representation and warranty set forth in Article 3 is true and correct in all material respects as of the Closing; (B) Purchasers have performed in all material respects each covenant or other obligation required to be performed by them pursuant to the Transaction Documents prior to the Closing; (C) The consummation of the transactions contemplated by the Transaction Documents will not be prohibited by any Legal Requirement or subject Sellers to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity; (D) No action, suit or proceeding is pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect Purchasers performance of their obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect exists; and (E) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchasers to consummate the Merger or any other transaction contemplated by the Transaction Documents or to own the ATG Shares or to conduct the Business thereafter (the "Purchasers' Consents") have been duly made or obtained. (iii) a copy of the resolutions duly adopted by Base Ten's board of directors authorizing Base Ten's execution, delivery and performance of the Transaction Documents to which Base Ten is a party and the consummation the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Base Ten; (iv) a copy of the resolutions duly adopted by BTSC's board of directors authorizing BTSC's execution, delivery and performance of the Transaction Documents to which BTSC is a party and the consummation of the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of BTSC; (v) a copy of the resolutions duly adopted by Base Ten as the shareholder of BTSC approving the Merger and this Agreement, certified by an officer of BTSC; (vi) a certificate (dated not less than five business days prior to the Closing) of the Treasurer of the State of New Jersey as to the good standing of Base Ten and BTSC in New Jersey; (vii) copies of the Purchasers' Consents; (viii) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as Sellers reasonably request. (b) Sellers shall deliver to Purchasers: (i) an Officer's Certificate of Almedica, dated the Closing Date, stating the following: (A) Each representation and warranty set forth in Article 4 is true and correct in all material respects as of the Closing; (B) Sellers have performed in all material respects each covenant or other obligation required to be performed by them pursuant to the Transaction Documents prior to the Closing; (C) The consummation of the transactions contemplated by the Transaction Documents will not be prohibited by any Legal Requirement or subject Purchasers, any of the ATG Shares or any of the Assets to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity; (D) No action, suit or proceeding is pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect Purchasers' right to conduct the Business or Sellers' performance of their obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect will exist; and (E) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Sellers to consummate the Merger or any other transaction contemplated by the Transaction Documents or to own and transfer the ATG Shares or permit the conduct of the Business by Purchasers thereafter (the "Sellers' Consents") have been duly made or obtained. (ii) a copy of the resolutions duly adopted by ATG's board of directors authorizing ATG's execution, delivery and performance of the Transaction Documents to which ATG is a party and the consummation the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of ATG; (iii) a copy of the resolutions duly adopted by Almedica's board of directors authorizing Almedica's execution, delivery and performance of the Transaction Documents to which Almedica is a party and the consummation of the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Almedica; (iv) a copy of the resolutions duly adopted by Almedica as the shareholder of ATG approving the Merger and this Agreement, certified by an officer of ATG; (v) a certificate (dated not less than five business days prior to the Closing) of the Secretary of State (or, as to New Jersey, the Treasurer) of each state listed on Schedule 4.1(a) as to the good standing of ATG in such states and a certificate (dated not less than five business days prior to the Closing) of the Secretary of State of Delaware as to the good standing of Almedica in Delaware; (vi) the Books and Records; provided, however, to the extent that the Books and Records are located at Almedica's principal office in Allendale, New Jersey, such Books and Records shall be delivered to Purchasers within 48 hours following the Closing; (vii) copies of the Sellers' Consents; (viii) written resignations from each director and officer of ATG from such directorships and offices, to take effect as of the Closing; and (ix) such other documents relating to the transactions contemplated by the Transaction Documents as Purchasers reasonably request. (c) Almedica shall deliver to Escrow Agent certificates representing the Base Ten Shares constituting the Escrow Amount (as defined below), together with a stock power executed by Almedica in blank with respect to each such certificate. (d) Base Ten and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇-Rahio, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed an employment agreement and an option agreement. (e) Purchasers and Sellers shall: (i) file with the Division of Commercial Recording of the State of New Jersey the New Jersey Certificate of Merger; (ii) execute and deliver a supply agreement in form and substance satisfactory to Almedica and Base Ten; and (iii) execute and deliver the Registration Rights Agreement (as defined below). The date and time that the filing referred to in Section 1.3(e)(i) has been completed is herein referred to as the "Effective Time."
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Effective Time and Closing. The closing shall take place at the offices of Pitney, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, concurrently with the execution hereof, commencing at 10:00 a.m. local time (the "ClosingCLOSING"). The date and time of the Closing are herein referred to as the "Closing DateCLOSING DATE." At the Closing:
(a) Purchasers shall deliver to Sellers:
(i) certificates representing the Base Ten Shares, subject to delivery of a portion thereof, by Sellers, to the Escrow Agent in accordance with Section 1.3(c).
(ii) an Officer's Certificate of Base Ten, dated the Closing Date, stating the following:
(A) Each representation and warranty set forth in Article 3 is true and correct in all material respects as of the Closing;
(B) Purchasers have performed in all material respects each covenant or other obligation required to be performed by them pursuant to the Transaction Documents prior to the Closing;
(C) The consummation of the transactions contemplated by the Transaction Documents will not be prohibited by any Legal Requirement or subject Sellers to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity;
(D) No action, suit or proceeding is pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect Purchasers performance of their obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect exists; and
(E) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Purchasers to consummate the Merger or any other transaction contemplated by the Transaction Documents or to own the ATG Shares or to conduct the Business thereafter (the "PurchasersPURCHASERS' ConsentsCONSENTS") have been duly made or obtained.
(iii) a copy of the resolutions duly adopted by Base Ten's board of directors authorizing Base Ten's execution, delivery and performance of the Transaction Documents to which Base Ten is a party and the consummation the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Base Ten;
(iv) a copy of the resolutions duly adopted by BTSC's board of directors authorizing BTSC's execution, delivery and performance of the Transaction Documents to which BTSC is a party and the consummation of the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of BTSC;
(v) a copy of the resolutions duly adopted by Base Ten as the shareholder of BTSC approving the Merger and this Agreement, certified by an officer of BTSC;
(vi) a certificate (dated not less than five business days prior to the Closing) of the Treasurer of the State of New Jersey as to the good standing of Base Ten and BTSC in New Jersey;
(vii) copies of the Purchasers' Consents;
(viii) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as Sellers reasonably request.
(b) Sellers shall deliver to Purchasers:
(i) an Officer's Certificate of Almedica, dated the Closing Date, stating the following:
(A) Each representation and warranty set forth in Article 4 is true and correct in all material respects as of the Closing;
(B) Sellers have performed in all material respects each covenant or other obligation required to be performed by them pursuant to the Transaction Documents prior to the Closing;
(C) The consummation of the transactions contemplated by the Transaction Documents will not be prohibited by any Legal Requirement or subject Purchasers, any of the ATG Shares or any of the Assets to any penalty or liability arising under any Legal Requirement or imposed by any Government Entity;
(D) No action, suit or proceeding is pending or threatened before any Government Entity the result of which could prevent or prohibit the consummation of any transaction pursuant to the Transaction Documents, cause any such transaction to be rescinded following such consummation or adversely affect Purchasers' right to conduct the Business or Sellers' performance of their obligations pursuant to the Transaction Documents, and no judgment, order, decree, stipulation, injunction or charge having any such effect will exist; and
(E) All filings, notices, licenses, consents, authorizations, accreditation, waivers, approvals and the like of, to or with any Government Entity or any other Person that are required for the Sellers to consummate the Merger or any other transaction contemplated by the Transaction Documents or to own and transfer the ATG Shares or permit the conduct of the Business by Purchasers thereafter (the "SellersSELLERS' ConsentsCONSENTS") have been duly made or obtained.
(ii) a copy of the resolutions duly adopted by ATG's board of directors authorizing ATG's execution, delivery and performance of the Transaction Documents to which ATG is a party and the consummation the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of ATG;
(iii) a copy of the resolutions duly adopted by Almedica's board of directors authorizing Almedica's execution, delivery and performance of the Transaction Documents to which Almedica is a party and the consummation of the Merger and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Almedica;
(iv) a copy of the resolutions duly adopted by Almedica as the shareholder of ATG approving the Merger and this Agreement, certified by an officer of ATG;
(v) a certificate (dated not less than five business days prior to the Closing) of the Secretary of State (or, as to New Jersey, the Treasurer) of each state listed on Schedule 4.1(a) as to the good standing of ATG in such states and a certificate (dated not less than five business days prior to the Closing) of the Secretary of State of Delaware as to the good standing of Almedica in Delaware;
(vi) the Books and Records; provided, however, to the extent that the Books and Records are located at Almedica's principal office in Allendale, New Jersey, such Books and Records shall be delivered to Purchasers within 48 hours following the Closing;
(vii) copies of the Sellers' Consents;
(viii) written resignations from each director and officer of ATG from such directorships and offices, to take effect as of the Closing; and
(ix) such other documents relating to the transactions contemplated by the Transaction Documents as Purchasers reasonably request.
(c) Almedica shall deliver to Escrow Agent certificates representing the Base Ten Shares constituting the Escrow Amount (as defined below), together with a stock power executed by Almedica in blank with respect to each such certificate.
(d) Base Ten and each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇-Rahio, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have executed an employment agreement and an option agreement.
(e) Purchasers and Sellers shall:
(i) file with the Division of Commercial Recording of the State of New Jersey the New Jersey Certificate of Merger;
(ii) execute and deliver a supply agreement in form and substance satisfactory to Almedica and Base Ten; and
(iii) execute and deliver the Registration Rights Agreement (as defined below). The date and time that the filing referred to in Section 1.3(e)(i) has been completed is herein referred to as the "Effective Time."
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