Parent Closing Deliverables Clause Samples

Parent Closing Deliverables. At the Closing, Parent shall deliver to the Company (or such other Person as may be specified herein) the following: (i) a certificate, dated the Closing Date and signed by a duly authorized officer of Company, that each of the conditions set forth in Section 8.03(a) and Section 8.03(b) have been satisfied; (ii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Parent and Merger Sub authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iii) signature pages to the Ancillary Documents, as contemplated in Section 8.01(e); (iv) signature page to the Lock-Up Agreement, as contemplated in Section 8.01(f) (v) signature pages to the Joinder Agreement; and (vi) such other documents or instruments as the Company reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Parent Closing Deliverables. Parent Group shall deliver or cause to be delivered to the Company each of the following documents and instruments, at or prior to the Closing: (i) the Parent Group and Merger Sub Closing Certificate, in the form attached hereto as Exhibit L, duly executed by the Parent Group in a form reasonably acceptable to the Company; (ii) the Escrow Agreement duly executed by Parent Group; (iii) the Paying Agent and the Israeli Paying Agent Agreement, duly executed by the Parent Group; (iv) evidence reasonably satisfactory to Company of purchasing the R&W Insurance Policy, attached hereto as Exhibit E; (v) evidence of approval by the Parent Group of an Israeli Sub-Plan to the Parent Equity Plan in consultation with the Company’s advisors, including the approval of the 102 Trustee as trustee for the Parent Equity Plan, approval to file the Parent Equity Plan for approval under the trustee capital gains route of Section 102 of the ITO; (vi) all such “know your customer” or “anti-money laundering” information as may be required by the Company’s registered agent in relation to the Merger; and (vii) evidence that the Aggregate Consideration due at Closing has been deposited in the appropriate securities and cash accounts of the Paying Agent. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential.

Parent Closing Deliverables. On or prior to the Closing Date, Parent shall deliver or cause to be delivered to the Company:

Parent Closing Deliverables. At the Closing, Parent shall deliver to the Company and the Securityholders’ Agent: (i) the Escrow Agreement, duly executed by Parent and the Escrow Agent; (ii) the Joinder Agreements, duly executed by Parent; and (iii) the Lock-Up Agreements, duly executed by Parent.

Parent Closing Deliverables. In addition to the other requirements set forth in this Agreement, at or before the Closing, Parent shall deliver or cause to be delivered to the Company each of the following documents and instruments (collectively, the “Parent Closing Deliverables”): (i) a counterpart of (A) each Ancillary Agreement to which Parent is a party, duly executed by Parent, (B) the Escrow Agreement, duly executed by the Escrow Agent, and (C) the Paying Agent Agreement, duly executed by the Paying Agent.

Parent Closing Deliverables. At the Closing, Parent shall deliver to the Members the following: (a) the executed Indemnity Holdback Pledge Agreement; (b) the Merger Consideration, allocated and adjusted as set forth in this Agreement; (c) such other documents or instruments as the Members reasonably requests and are reasonably necessary to consummate the Transactions.

Parent Closing Deliverables. At the Closing, Parent is delivering, or causing to be delivered, to the Company each of the following: (a) counterparts to the employment agreements between the Surviving Corporation and each of the employees of the Company listed on Schedule 2.3(a) executed by the Surviving Corporation; (b) counterparts to the Registration Rights Agreement, by and among Parent, the Company and each of the Holders (as defined therein), executed by Parent; (c) an officer’s certificate from each of Parent and Merger Sub; (d) a secretary’s certificate from each of Parent and Merger Sub; and (e) Section 228 written consent of Parent (as sole stockholder of Merger Sub) approving the Merger;

Parent Closing Deliverables. At the Closing, Parent shall deliver or cause to be delivered to the Company or the Shareholders, as applicable, the following: (a) Copies of resolutions of Parent’s board of directors, certified by its Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by it pursuant hereto, including the election of S▇▇▇ ▇▇▇▇▇▇▇▇▇ and Paw J▇▇▇ to the Parent’s Board of Directors. (b) A certificate of incumbency executed by the Secretary of Parent certifying the names, titles and signatures of the officers authorized to execute the documents referred to in paragraph (1) above and further certifying that the Articles of Incorporation and By-laws of Parent appended thereto have not been amended or modified. (c) 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. (d) A certificate of Transfer Agent certifying, as of the business day prior to the Closing Date, 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. (e) An agreement in writing from K.▇. ▇▇▇▇▇▇▇▇▇ Ltd., in form and substance reasonably satisfactory to the Company, to deliver copies of the audit opinions with respect to any and all financial statements of Parent that had been audited by such firm and any consents that may be required by Parent to be included in such financial statements in registration statements to be filed in the future by Parent. (f) Subject to the terms set forth in Exhibit C hereto, the executed resignation of S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as a director and as President, Chief Executive Officer, Chief Compliance Officer, Treasurer and Co...

Parent Closing Deliverables. Parent shall have delivered to Stonegate, each of the certificates, instruments, agreements, documents, assets and other items required to be delivered by it pursuant to Section 2.17 at or prior to the Closing Date.