Parent’s Deliveries Clause Samples
The "Parent’s Deliveries" clause defines the specific obligations, documents, or actions that the parent company must provide or perform under the agreement. Typically, this clause outlines items such as corporate approvals, financial statements, or other required deliverables that the parent must furnish to the other party, often as a condition to closing or ongoing compliance. By clearly specifying these requirements, the clause ensures that all necessary contributions from the parent are identified and delivered, thereby facilitating the smooth execution and enforcement of the contract.
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Section 8, concurrently with the Merger Filing Parent shall deliver, if and to the extent not previously delivered, all of the following:
4.6.1 a copy of the Certificate of Incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware;
4.6.2 a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware;
4.6.3 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (i) the Certificate of Incorporation of Parent has not been amended or modified since the date of certification of the Delaware Secretary of State referred to in Section 4.6.1; (ii) the Bylaws of Parent, as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein by Parent, as attached thereto, are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate;
4.6.4 an opinion of counsel to Parent, dated the Closing Date and in form and substance reasonably satisfactory to the Company;
4.6.5 the certificate certifying satisfaction of the conditions in Section 9.1, duly executed by the President or any Vice President of Parent;
4.6.6 the Employment Agreements and the Non-Competition Agreements, each duly executed by Parent;
4.6.7 the Net Stockholder Merger Shares for each Effective Time Stockholder;
4.6.8 the Escrow Agreement; and
Parent’s Deliveries. At the Closing, Parent shall deliver to each Seller:
(i) A copy of the board resolutions adopted by the Board of Directors of the Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and confirmation that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and
(ii) On behalf of Buyer, a stock certificate, issued in the name of such Seller, representing that Seller’s pro rata entitlement to the Parent Shares (calculated to the one one-thousandth of a Parent Share).
Parent’s Deliveries. At the Closing, Parent shall deliver the following to the Company:
(a) Certificate of good standing as of a recent date from the Secretary of State of the State of Delaware stating that Parent is a validly existing corporation in good standing;
(b) Certificate of good standing as of a recent date from the Secretary of State of the State of Delaware stating that Mergerco is a validly existing corporation in good standing;
(c) Copies of duly adopted resolutions of Parent's and Mergerco's Boards of Directors approving the execution, delivery and performance of this Agreement and the Merger Agreement and the other agreements and instruments contemplated hereby and thereby, certified by the Secretary or an Assistant Secretary of Parent or Mergerco;
(d) The duly executed Merger Agreement;
(e) The certificate described in Section 6.1(o); and
(f) A true and complete copy of the Certificate of Incorporation as in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of State of the State of Delaware, and a true and complete copy of the Bylaws, in effect on the Closing Date, of Parent and Mergerco, certified by the Secretary of Parent and Mergerco, respectively.
Parent’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Article X, at the Closing, Parent shall deliver to the Representative all of the following (in each case in a form reasonably acceptable to the Representative):
(a) the Exchange Agent Agreement, dated the Closing Date, duly executed by Parent;
(b) the Escrow Agreement, dated the Closing Date, duly executed by Parent; and
(c) the certificate contemplated by Section 11.1, duly executed by an authorized officer of Parent.
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Section 8, concurrently with the Merger Filing, Parent shall deliver, if and to the extent not previously delivered, all of the following to the Company:
4.4.1 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (i) the resolutions of the Board of Directors of Parent authorizing the execution, delivery and performance of this Agreement and the transactions contemplated herein by Parent, as attached thereto, are in full force and effect and have not been superseded, amended or modified as of the Closing Date; and (ii) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement are as set forth on the certificate;
4.4.2 an opinion of counsel to Parent, dated the Closing Date, in a form to be attached hereto as Exhibit G;
4.4.3 the certificate contemplated by Section 9.1, duly executed by the President or any Vice President of Parent;
4.4.4 the Employment Agreements and the Non-Competition Agreements duly executed by Parent; and
4.4.5 the Paying Agent Agreement duly executed by the President or any Vice President of Parent;
4.4.6 the Escrow Agreement duly executed by the President or any Vice President of Parent; and *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
4.4.7 the making of the Cash Consideration available to the Paying Agent.
Parent’s Deliveries. Subject to the fulfillment or waiver of the conditions set forth in Article IX, at the Closing Parent shall deliver to the Representative all of the following:
(a) a copy of the Amended and Restated Certificate of Incorporation of Parent, as amended (the “Parent Charter”), certified as of a recent date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware;
(c) a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, as to: (i) no amendments to the Parent Charter since a specified date; (ii) the By-laws of Parent; (iii) the resolutions of the Board of Directors of Parent authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) the incumbency and signatures of the officers of Parent executing this Agreement and any Parent Ancillary Agreement; and
(d) the certificate contemplated by Section 10.1, duly executed by an authorized officer of Parent.
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Section 9, concurrently with the Merger Filing Parent shall deliver to the Company all of the following:
4.6.1 a copy of the Certificate of Incorporation of Parent, certified as of a recent date by the Secretary of State of the State of Delaware;
4.6.2 a certificate of good standing of Parent, issued as of a recent date by the Secretary of State of the State of Delaware;
4.6.3 a certificate of the Secretary or an Assistant Secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to the Company, to the effect that (i) the
Parent’s Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at Closing Parent shall deliver to Buyer all the following:
(a) Copies of the Articles of Incorporation, as amended, of Parent and MedSurg certified as of a recent date by the Secretary of State of the State of Georgia;
(b) Certificate of good standing of Parent and MedSurg issued as of a recent date by the Secretary of State of the State of Georgia;
(c) Certificate of the secretary or an assistant secretary of Parent, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Articles of Incorporation of Parent and MedSurg since a specified date; (ii) the by-laws of Parent and MedSurg; (iii) the resolutions of the Board of Directors of Parent and of the Board of Directors and/or stockholders of MedSurg authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of Parent and MedSurg executing this Agreement and any Parent Ancillary Agreement;
(d) Opinion of counsel to Parent substantially in the form contained in Exhibit G;
(e) The Instrument of Assignment duly executed by MedSurg, as set forth in Exhibit A-1;
(f) Certificates of title or origin (or like documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title;
(g) Any other assignments or instruments with respect to any Intellectual Property included in the Purchased Assets for which an assignment or instrument is required to assign, transfer and convey such assets to Buyer;
(h) All consents, waivers or approvals obtained by Parent or MedSurg with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement;
(i) The Supply & License Agreement duly executed by Parent;
(j) The Escrow Agreement duly executed by MedSurg;
(k) The Contract Manufacturing Agreement duly executed by Parent and MedSurg;
(l) The certificates contemplated by Sections 9.1 and 9.2, duly executed by the President or any Vice President of Parent;
(m) Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer;
(n) Such lien releases and termination statements or oth...
Parent’s Deliveries. Concurrently with the execution and delivery of this Agreement, Parent is delivering to the Holders the following:
(a) The Exchange Agreement, duly executed by the Holders and Parent; provided, however, that the Exchange Agreement will not be effective until the CF Transition Date; and
(b) a certificate of the secretary or an assistant secretary of Parent, dated the Agreement Date, in the form attached hereto as Exhibit B, as to the resolutions of the boards of directors of Parent, Intermediate Holdings and Reorganized Invacare authorizing the execution, delivery and performance of this Agreement, the Transactions, and the transactions and agreements contemplated hereby and thereby and a copy of the Requisite Stockholder Consents (defined below).
Parent’s Deliveries. On or before the Closing Date, the Parent, for itself and on behalf of the Buyer, as applicable, shall have delivered or will cause to be delivered to the Seller:
(a) the Parent Shares registered in the name of the Seller in book entry form unless the Seller requires a physical certificate for the Parent Shares;
(b) resolutions of the directors of each Buyer Group, as applicable, authorizing:
(i) the entering into this Agreement the transactions contemplated therein;
(ii) any related documents and ancillary agreements; and
(iii) issuance of the Parent Shares; and
(c) any other documentation and instruments as reasonably requested by the Seller as necessary to effect the transactions contemplated hereby.