H&Q Parties' Deliveries Clause Samples

H&Q Parties' Deliveries. At the closing of the Initial Purchase and each closing, if any, pursuant to the Put Options (as defined below) or Call Options (as defined below), the H&Q Representative on behalf of each H&Q Party shall deliver the following documents to the Buyers' Representative on behalf of each purchasing Buyer (as applicable): (i) certificates representing the Covered Securities (to the extent such Covered Securities were certificated) being sold to the Buyer, each certificate to be duly and validly endorsed in favor of the Buyer or accompanied by one or more stock powers duly and validly executed by the H&Q Party and otherwise sufficient to vest in the Buyer ownership of the Covered Securities to be acquired by the Buyer at such closing, free and clear of all Encumbrances; (ii) a copy of resolutions of the board of directors or other governing body of the H&Q Party authorizing the execution, delivery and performance of this Agreement by the H&Q Party, and a certificate of the secretary, or assistant secretary or other duly authorized officer of the H&Q Party, dated the applicable closing date, that such resolutions were duly adopted and are in full force and effect; provided, that no such resolutions or certificates shall be required for any H&Q Party that is an individual, a trust or an estate; and (iii) a certificate executed by each H&Q Party or by a duly authorized representative of such H&Q Party to the effect that the representations and warranties of such H&Q Party set forth in this Agreement are true and correct in all respects as of the applicable closing date.
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Related to H&Q Parties' Deliveries

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