Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 3.2.1 The Company shall deliver to the Purchaser the following documents: (a) Resolutions of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles"); (b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing; (c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and (d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing. (e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing. 3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds. 3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company. 3.2.4 The Purchaser shall deliver to the Company the following documents: (a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and (b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing. 3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions and actions shall occurbe taken, which and all such transactions and actions shall be deemed to take place simultaneously simultaneously, and no transactions transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:
3.2.1 The Company shall deliver to the Purchaser the following documents:.
(a) Resolutions the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds to the Company's shareholders by ’s bank account the details of which the Articles of Association of the Company were replaced with the Amended Articles of Association are set forth in Exhibit B attached hereto as Exhibit A (the "Amended Articles")hereto;
(b) True and correct copies of resolutions the Investor shall deliver to the Company an undertaking to the OCS, with respect to the observance by the Investor, as a shareholder of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment , of the Purchase Price and requirements of the shareholders Israeli Encouragement of Research and Development in Industry Law, 5744 – 1984 (the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing“R&D Law”);
(c) True and correct copies of resolutions the Investor shall deliver a certificate, signed by the Chief Executive Officer or the Chief Financial Officer of the Company's Board of Directors Investor, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled as of the shareholders Closing, it being understood that the Company may rely on such certificate as though it were a representation and warranty of the Company approving the sale and transfer of the Founders Shares to the Purchaser; andInvestor made herein;
(d) An the Investor shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Investor, attaching (i) the organizational documents of the Investor, and (ii) resolutions passed by its board of directors, board of managers or other governing organ of the Investor to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Company may rely on such certificate as a representation and warranty of the Investor made herein;
(e) the Company shall deliver a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Sections 6.1(a) through 6.1(c) have been fulfilled as of the Closing, it being understood that the Investor may rely on such certificate as though it were a representation and warranty of the Company made herein;
(f) the Company shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Investor may rely on such certificate as a representation and warranty of the Company made herein;
(g) the Company shall execute and deliver to the Investor the Registration Rights Agreement;
(h) the Investor shall execute and deliver to the Company the Registration Rights Agreement;
(i) the Company shall deliver a written opinion of ▇▇▇▇▇ ▇▇▇▇▇, from legal counsel to the CompanyCompany addressed to the Investor, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.Exhibit C;
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company 3.1.1 BPHX shall deliver to the Purchaser Infinity the following documents:
(a) Resolutions of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles");
(b) True and correct copies of resolutions of the CompanyBPHX's Board of Directors issuing and allotting the BPHX Shares and Additional Shares to the Purchaser against payment of the Purchase Price Infinity and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, approving all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, other transactions set forth herein substantially in the form attached hereto as Schedule 3.2.1(dEXHIBIT 3.1.1(A);
(b) duly issued and validly executed share certificates covering the BPHX Shares and Additional Shares, issued in the name of the respective Infinity entity in the form customary in BPHX bearing a restrictive legend providing substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED BY THE HOLDER FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO THE DISTRIBUTION OF SUCH SHARES. THE SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS AND UNTIL SUCH SHARE ARE REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO RULE 144 OR ANOTHER EXEMPTION UNDER THE ACT. IN ANY EVENT AND REGARDLESS OF ANY EXEMPTION OR REGISTRATION OF THE SHARES, THE SHARES MAY NOT BE SOLD OR TRANSFERRED PRIOR TO APRIL 1ST, 2006.;
(c) a certificate duly executed by BPHX, signed by BPHX's authorized officer on behalf of BPHX, dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(eEXHIBIT 3.1.1(D).
3.1.2 Infinity shall deliver to BPHX the following:
(a) A validly executed share transfer deed concerning the transfer of Intercomp Shares to BPHX, together with the original, executed share certificates issued by Intercomp in respect of the Intercomp Shares or a standard affidavit if such share certificates are unavailable;
(b) A certificate duly executed by Infinity, signed by Infinity's authorized officer on behalf of Infinity, dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(bEXHIBIT 3.1.2(B);
(c) Copies of all applicable consents and waivers required of Infinity by applicable law or regulation in connection with the transactions contemplated hereby, dated as including without limitation, any approval required by applicable tax laws or regulation required prior to the issuance of the date of ClosingBPHX Shares.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company shall deliver to the Purchaser the following documents:
(a) Resolutions The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such deeds, bills of sale, certificates of title, lien discharge instruments (with respect to Mortgage Liens, as described in Section 5.9 below) and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good record and marketable title to all of the Company's shareholders by which Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.9 hereof) except for the Articles of Association of the Company were replaced with the Amended Articles of Association attached Encumbrances specified in Schedule 4.2(a) hereto as Exhibit A (the "Amended ArticlesPermitted Encumbrances");.
(b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares The Buyer shall deliver to the Purchaser against payment of Seller DM 7,599,000 (the Purchase Price "Closing Payment") by wire transfer thereof in immediately available funds to an account designated by the Seller; and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance shall deliver to the Israeli Registrar of Companies and a check Holders the Loan Payoff Amounts by wire transfer thereof in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies immediately available funds to be filed an account designated by the Company promptly after the Closing;Holders.
(c) True and correct copies The Seller shall deliver to Buyer written consents of resolutions each of the Company's Board Contract Obligees to the assignment by Seller to Buyer of Directors and all Transferred Agreements as follows:
(i) at Closing, with respect to all Transferred Agreements with customers, suppliers or vendors of the shareholders Purchased Business whose purchases or supplies amount to ten percent (10%) or more of the Company approving the sale products and transfer sales, or raw materials and purchases, respectively, of the Founders Shares Purchased Business; (ii) at Closing or within 30 days thereafter, written consents with respect to the Purchaser; andall other Transferred Agreements.
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel The Buyer shall duly execute and deliver to the Company, in Seller such instruments of assumption with respect to the form attached hereto Assumed Obligations as Schedule 3.2.1(d), dated as of the date of the ClosingSeller may reasonably request.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders Seller shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(ai) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of certificate confirming that it has not changed its partnership name from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPKG and that it has not adopted and has no plans to adopt as its partnership name any of the Trade Names, United States counsel and (ii) an instrument of assignment transferring the Trade Names to the PurchaserBuyer.
(f) The Seller shall be liable for and pay all income, in sales, value-added, capital gain, stamp or negotiable instrument, transfer, real estate property and/or gains, and other national, federal, state and local taxes attributable to, arising from, or relating to the form attached hereto as Schedule 3.2.4(b), dated as sale and transfer of the date of ClosingAcquired Assets to Buyer.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 2.2.1 The Seller and the Company shall deliver deliver, or procure the delivery, to the Purchaser of the following documents:
(a) Resolutions a. A duly executed share transfer deed with respect to the transfer of all the Company's shareholders by which Sold Shares to the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")Purchaser;
(b) True b. A true and correct copies copy of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price Company, approving this Agreement and the transactions contemplated hereby;
c. If issued by the Company, a validly executed share certificate covering the Sold Shares, issued in the name of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingPurchaser;
(c) True d. A true and correct copies copy of resolutions of the Company's Board of Directors and of the shareholders of Seller, approving this Agreement and the Company approving the sale and transfer of the Founders Shares to the Purchaser; andtransactions contemplated hereby;
(d) An e. A signed opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the CompanySeller, in the form attached hereto as Schedule 3.2.1(dEXHIBIT 2.2.1(E), dated as of the date of the ClosingClosing and addressed to the Purchaser.
(e) An Opinion f. A true and correct copy of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to resolutions of the Company's shareholders, properly and duly adopted resolving to amend the Company's current articles of association (the "ARTICLES"), in the form attached hereto as Schedule 3.2.1(eEXHIBIT 2.2.1(F) (the "AMENDMENT"), dated as . The Amendment shall include the increase of the date size of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement to at least 5 directors, and the performance revisions to Article 32 and 32A of the obligations of the Purchaser contained herein; andArticles, as more fully provided in EXHIBIT 2.2.1(F).
g. A waiver executed by Jacob and Sara Neuhof (b"NEUHOF") An opinion of ▇▇waiving any and all rights ▇▇▇▇ ▇▇▇ ▇▇▇▇ave ▇▇▇▇ LLP, United States counsel respect to the transfer of the Sold Shares at the Closing, in the form attached hereto as EXHIBIT 2.2.1(G).
h. A waiver executed by Seller, waiving any and all rights it may have with respect to the sale and transfer of Company Shares at the Closing from Neuhof to Purchaser, in the form attached hereto as Schedule 3.2.4(bEXHIBIT 2.2.1(H).
i. A copy of an agreement terminating each of the agreement and the memorandum entered into between the Seller and Neuhof on September 27, dated 2000, effective as of the date of Closing, in the form attached as EXHIBIT 2.2.1(I).
3.2.5 2.2.2 The Purchaser shall cause the transfer deliver to the Company Seller true and correct copies of resolutions of the Purchase Price for Purchaser's Board of Directors approving the Shares, and transaction contemplated hereby.
2.2.3 The Purchaser shall pay $570,895 to the Seller by wire transfer in immediately available funds to the account(s) of the Founders Purchase Price Seller in Israel, the details of which appear in EXHIBIT 2.2.3 hereto. Such payment shall be made in NIS, according to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.NIS-U.S. Dollar representative rate known on the Closing Date
Appears in 1 contract
Sources: Share Purchase Agreement (Bos Better Online Solutions LTD)
Transactions at Closing. At the Closing, the following transactions shall occuroccur and deliveries be made, which transactions and deliveries shall be deemed to take place simultaneously and no transactions and deliveries shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents deliveries delivered:
3.2.1 7.3.1. The Company Seller shall deliver to the Purchaser the following documentsdocuments and take the following actions:
(a) Resolutions of Seller shall deliver an assignment and assumption agreement with respect to the Company's shareholders by which Invest, substantially in the Articles of Association of the Company were replaced with the Amended Articles of Association form attached hereto as Exhibit EXHIBIT A (the "Amended ArticlesAssignment and Assumption Agreement"), duly executed by the Seller;
(b) True and correct copies of resolutions Seller shall deliver a share transfer deed representing transfer by the Seller of the Company's Board of Directors issuing and allotting the Sold Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions("SHARE TRANSFER DEED"), together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed executed by the Company promptly after the Closing;Seller; and
(c) True and correct copies Seller shall deliver approval of resolutions Bank Hapoalim B.M., which has a floating charge of first degree over all assets of the Company's Board of Directors and of the shareholders of the Company approving Seller, to the sale and transfer of the Founders Interest and the Sold Shares to the Purchaser.
7.3.2. The Purchaser shall deliver to the Seller to following documents and take the following actions:
(a) Purchaser shall pay to the Seller the Consideration as set forth in Section 1.1 above;
(b) Purchaser shall deliver the Assignment and Assumption Agreement, duly executed by Purchaser;
(c) Purchaser shall deliver the Share Transfer Deed, duly executed by the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders Purchaser shall deliver the written consent of each of Prescient Systems & Technologies Pte. Ltd. and Mr. Aviv Tzidon to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares Interest to the Purchaser in the share transfer register of the CompanyPurchaser.
3.2.4 7.3.3. The Seller and the Purchaser shall jointly deliver to the Company the following documentsfollowing:
(a) A true and correct copy of a resolution Written consent of the Purchaser's Board of Directors authorizing General Partner to the execution of this Agreement and the performance transfer of the obligations of Interest to the Purchaser contained herein; andPurchaser;
(b) An opinion Resolution of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel the Board of Directors of the General Partner approving the sale and transfer of the Sold Shares to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.; and
Appears in 1 contract
Sources: Partnership Agreement (Tzidon Aviv)
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company 2.2.1. Each Shareholder shall deliver to Vyyo Sub share certificate(s) accompanied by a duly executed deed of transfer with respect to all of Xtend Shares set forth opposite such Shareholder’s name on Schedule A attached hereto, and Vyyo Sub shall duly execute all such deeds of transfer provided, however, that the share certificate/s need not be delivered if the Shareholder (i) provides Vyyo Sub with an affidavit, duly executed by such Shareholder and certified by an attorney, according to which the Shareholder declares that either such certificate has never been transferred to him by Xtend or that such certificate has been lost, stolen or destroyed, (ii) executes an undertaking satisfactory to Vyyo Sub to indemnify Vyyo Sub from any loss incurred by it or by Xtend in connection with such certificate(s), and (iii) surrenders any and all rights represented by such Xtend Shares.
2.2.2. Xtend will provide the Purchaser the following documents:
(a) Resolutions of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles");
(b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Xtend’s Board of Directors authorizing and a copy of a resolution of Xtend’s Meeting of Shareholders (i) unanimously approving the execution transfer of Xtend Shares and all other transactions contemplated by this Agreement Agreement; and (ii) the replacement of all existing directors of Xtend and the performance Subsidiary and the appointment of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ LLP▇▇▇ and ▇▇▇▇ ▇▇▇▇ as directors on the Board of Directors of Xtend and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, United States counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors on the Board of Directors of the Subsidiary, such replacement and appointment to be effective upon the Closing.
2.2.3. Xtend will provide the Purchaser with copies of the waiver and release letters duly executed by all of the holders of options, warrants and other securities which are convertible into shares of Xtend, as set forth in Section 8.4 below.
2.2.4. The Additional Consideration Shareholder shall have provided to Vyyo all information necessary to allow ▇▇▇▇▇ Benatoff, its nominee for the Vyyo Board of Directors, to be elected to such Board and named as a Section 16 reporting person of Vyyo pursuant to the U.S. Securities Exchange Act of 1934, as amended.
2.2.5. Xtend shall register the transfer of the Xtend Shares to Vyyo Sub in the register of shareholders of Xtend, and shall provide Vyyo Sub with a confirmation of such entry.
2.2.6. Purchaser shall receive validly executed share certificates covering all the Xtend Shares, issued in the name of Vyyo Sub.
2.2.7. Purchaser, the Escrow Agent (as such term is defined below) and the Shareholders shall execute the Escrow and Pledge Agreement, in the form attached hereto as Exhibit 2.2.7 (the “Escrow Agreement”) and all other documents necessary to give effect to the transactions contemplated thereby.
2.2.8. Vyyo shall issue and allot to the Exchange Shareholders the number of Exchange Shares specified opposite the name of such Shareholder on Schedule 3.2.4(b), dated A hereto and Vyyo shall immediately cause such Exchange Shares to be recorded with its transfer agent.
2.2.9. Vyyo shall deliver to the Shareholders share certificates representing the Exchanged Shares as soon after the Closing as is practicable.
2.2.10. Purchaser shall pay and allot to each of the date Cash Shareholders, the Cash Payment, in the amount specified opposite the name of Closingsuch Shareholder on Schedule A.
2.2.11. Vyyo will deliver the Note to the Additional Consideration Shareholder.
3.2.5 The Purchaser 2.2.12. Vyyo and Vyyo Sub will provide Xtend and the Shareholders with copies of resolutions of their respective Boards of Directors approving the issuance of the Exchange Shares, the Cash, the Additional Consideration and all other transactions contemplated by this Agreement.
2.2.13. Vyyo will provide the Additional Consideration Shareholder with a resolution of Vyyo’s Board of Directors (i) expanding the number of directors of Vyyo to eight (8) and (ii) appointing ▇▇▇▇▇ Benatoff to the Board of Directors of Vyyo, to serve as a director in accordance with the Articles of Incorporation and By-laws of Vyyo, which resolution Vyyo shall cause to be adopted as soon as practicable after the transfer to Closing (and in no event more than 30 calendar days after the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the partiesClosing).
Appears in 1 contract
Sources: Share Exchange Agreement (Vyyo Inc)
Transactions at Closing. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take as having taken place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company (a) PMW shall deliver to the Purchaser EntertainmentXpress, as agent for Sellers, the following documents:
(ai) Resolutions Validly executed stock certificates corresponding to the Common Stock issued in the name of the Company's shareholders by which Sellers in the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")amounts set forth in Schedule I;
(bii) Instructions directing its transfer agent to register the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW;
(iii) True and correct copies of all consents and waivers obtained by PMW, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of PMW, as certified by the Secretary of State of the State of Delaware at or about the Closing Date;
(vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of the Company's Board PMW’s board of Directors directors issuing and allotting the Shares Common Stock to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance Sellers subject to the Israeli Registrar provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as a director of Companies and a check PMW (resulting in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies PMW directors to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to ▇ ▇▇▇▇▇▇▇▇) and appointing the Company, in the form attached hereto officers of EntertainmentXpress as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Chief Executive Officer and Secretary), ▇▇▇▇▇ LLP▇▇▇▇▇▇ (President and Chief Operating Officer), United States counsel and ▇▇▇▇ ▇▇▇▇▇ (Chief Financial Officer)as the officers of PMW, and (C) an incumbency certificate signed by all of the executive officers of PMW dated at or about the Closing Date;
(vii) An officer’s certificate duly executed by PMW’s chief executive officer to the Purchaser, effect that the conditions set forth in the form attached hereto as Schedule 3.2.4(b)Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) Resignation and release agreements, substantially in the form attached hereto as Exhibit A from current officers ▇▇▇▇▇▇ ▇▇▇▇▇ (Chief Executive Officer) and ▇▇▇ ▇▇▇▇▇▇ (President) to be effective as of the Closing;
(ix) All corporate books and records of PMW; and
(x) Such other documents and instruments as EntertainmentXpress may reasonably request.
3.2.5 The Purchaser (b) EntertainmentXpress shall deliver, or cause to be delivered, to PMW the transfer following documents and/or shall take the following actions:
(i) Validly executed stock certificates corresponding to the Company number of EntertainmentXpress Shares being transferred by the Sellers, issued in the name of PMW and shall register the shares in the name of PMW in the stockholders register of EntertainmentXpress.
(ii) Certificate of good standing from the Secretary of State of the Purchase Price for State of California, dated at or about the SharesClosing Date, to the effect that EntertainmentXpress is in good standing under the laws of said state;
(iii) Certified copy of the Certificate of Incorporation of EntertainmentXpress, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iv) Secretary’s certificate duly executed by EntertainmentXpress’ secretary attaching and attesting to the accuracy of: (A) the bylaws of EntertainmentXpress, (B) the resolutions of Entertainment press’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the Founders Purchase Price executive officers of EntertainmentXpress dated at or about the Closing Date;
(v) An officer’s certificate duly executed by EntertainmentXpress’ chief executive officer of EntertainmentXpress to the Founders by wire transfereffect that the conditions set forth in Section 7.2(a) below have been satisfied, banker's checkdated as of the date of the Closing; and
(vi) Such other documents as PMW may reasonably request.
(c) The Sellers shall deliver the following documents:
(i) to PMW, duly executed share assignments in the form attached hereto as Exhibit B or Exhibit C effecting the immediate and unconditional sale, assignment and irrevocable transfer of EntertainmentXpress Shares to PMW, free and clear of any Liens, or such any other form third party rights of payment any kind and nature, whether voluntarily incurred or arising by operation of law and
(ii) to EntertainmentXpress, as is mutually agreed to by the partiesagent for PMW, all share certificates in respect of EntertainmentXpress Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 2.2.1 The Sellers and the Company shall deliver deliver, or procure the delivery, to the Purchaser of the following documents:
(a) Resolutions a. Duly executed share transfer deeds with respect to the transfer of all the Sold Shares to the Purchaser;
b. A true and correct copy of resolutions of the Board of Directors of the Company, approving this Agreement and the transactions contemplated hereby;
c. A validly executed share certificate covering the Sold Shares, issued in the name of the Purchaser;
d. A certified copy of the Company's shareholders by which Shareholders Register, updated to reflect the Articles transfer of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles");
(b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Sold Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇. Promptly after the Closing, counsel the Company shall make all filings and registrations as may be necessary to reflect such transfer and shall deliver copies thereof to the Purchaser.
e. A certificate, duly executed by an executive officer of the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing, confirming that the representations and warranties made in Section 4 were true and correct in all material respects when made and are true and correct in all material respects on and as of the Closing Date, as though made on the Closing Date, and that the Company has performed in all material respects all obligations required under this Agreement to be performed by it on or before the Closing;
f. Certificates of each of the Sellers dated as of the date of the Closing, confirming that the representations and warranties made in Section 3,4 and 5 were true and correct in all material respects when made and are true and correct in all material respects on and as of the Closing Date, as though made on the Closing Date.
(e) An Opinion g. Signed opinion of ▇▇▇▇▇, ▇▇▇▇Kantor & Co. counsel to the Company and Sellers i▇ ▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e)EXHIBITS 2.2.1(G) , dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares Closing and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel addressed to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Sources: Share Purchase Agreement (Bos Better Online Solutions LTD)
Transactions at Closing. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take as having taken place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company (a) GSMC shall deliver to the Purchaser RZ, as agent for Sellers, the following documents:
(ai) Resolutions Validly executed stock certificates corresponding to the GSMC Common Stock issued in the name of the Company's shareholders by which Sellers in the Articles of Association amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register (i) the allotment of the Company were replaced Common Stock to the Sellers, Ltd. in the stockholders ledger of GSMC;
(iii) Certified copy of the Charter of RZ, as amended to date, certified by the government of Russia at or about the Closing Date;
(iv) True copies of all consents and waivers obtained by GSMC, in accordance with the Amended Articles provisions of Association attached hereto as Exhibit A (the "Amended Articles")Section 7.1 below;
(b) True RZ shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) a share certificate in the name of GSMC representing 100% of the RZ Shares and correct copies shall register all such RZ Shares in the name of GSMC in the stockholders register of RZ;
(ii) Certified copy of the Charter of RZ, as amended to date, certified by the government of Russia at or about the Closing Date;
(iii) Secretary's certificate duly executed by RZ's secretary attaching and attesting to the accuracy of: (A) the bylaws of RZ, (B) the resolutions of RZ board of directors, approving the Company's Board of Directors issuing transactions contemplated hereby, including the Exchange, and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, (C) an incumbency certificate signed by all of the foregoing in form and substance acceptable for immediate filing with executive officers of RZ dated at or about the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingClosing Date;
(civ) True and correct copies An officer's certificate duly executed by the chief executive officer of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares RZ to the Purchaser; and
(deffect that the conditions set forth in Section 7.2(a) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d)have been satisfied, dated as of the date of the Closing.Closing Date; and
(ec) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders Sellers shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(ai) A true to GSMC, duly executed share assignments effecting the immediate and correct copy unconditional sale, assignment and irrevocable transfer of a resolution RZ Shares to GSMC, free and clear of the Purchaser's Board any Liens, or any other third party rights of Directors authorizing the execution any kind and nature, whether voluntarily incurred or arising by operation of this Agreement and the performance of the obligations of the Purchaser contained hereinlaw; and
(bii) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPto GSMC, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as share certificates representing 100% of the date of ClosingRZ Shares.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, all of the following transactions actions set forth in this Section 4.2 below shall occur, which transactions occur and shall be deemed to take place simultaneously and occur simultaneously, such that no transactions action shall be deemed to have been completed or any document delivered until all such transactions actions have been completed and all required such documents have been delivered:
3.2.1 4.2.1. The Company shall deliver or cause to the Purchaser the following documentsbe delivered to Purchaser:
(a) Resolutions a certificate (the “Company Closing Certificate”), executed by an officer thereof, certifying that, except as expressly set forth in the Company Closing Certificate, each of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles"conditions set forth in Section 8.2(a), and in Sections 8.2(d) through 8.2(i), has been satisfied in all material respects;
(b) True and correct copies of resolutions a certificate, executed by an authorized representative of the Company's Board of Directors issuing and allotting the Shares , certifying as to the Purchaser against payment incumbency of the Purchase Price officers executing this Agreement and any Transaction Documents to which the Company is a party, on behalf of the shareholders Company, and further certifying that the execution, delivery and performance of this Agreement, the Transaction Documents to which the Company is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of the Company ratifying such resolutionsin carrying out the terms and provisions hereof and thereof, together with a duly completed notice of such issuance have been authorized and approved by all corporate action required to be taken on the Israeli Registrar of Companies and a check in full payment part of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingCompany;
(c) True all deeds and correct copies bills of resolutions sale, assignments, endorsements, certificates of title, consents and other good and sufficient instruments and documents of conveyance and transfer in a form reasonably satisfactory to Purchaser, duly executed by the Company, as necessary to vest in or confirm to Purchaser full and complete right, title and interest in and to all of the Company's Board Acquired Assets, free and clear of Directors any and all Liens, including, without limitation, any written consents of assignment of Customer Contracts executed by clients or customers of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; andBusiness;
(d) An opinion copies of ▇▇▇▇▇ ▇▇▇▇▇all filings made by the Company with, counsel all notification made by the Company to, and all Approvals obtained by the Company from any Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the Transaction Documents required to be executed by such party hereunder or thereunder;
(e) copies of all notifications made by the Company, and all consents or acknowledgements received by the Company from third parties, in respect of the assignment, transfer and conveyance to Purchaser of all right, title and interest in and to the Assigned Contracts pursuant to the provisions of this Agreement;
(f) copies of the Employee Waivers of each Affected Employee who has accepted Purchaser’s offer of employment;
(g) a notice issued by Bank HaPoalim BM, in form and substance fully satisfactory both to Bank HaPoalim BM and to Purchaser and its counsel, confirming the exclusion of the Existing Pledge in respect of the Acquired Assets and the Transferred Real Property, and the sale, transfer and conveyance thereof pursuant to the transactions contemplated by this Agreement.
(h) a certificate issued by the Company’s insurers or insurance advisors, evidencing that the insurance coverage carried by the Company with respect to the Business or any of the Acquired Assets, as at the date hereof, is valid and enforceable as of the Closing Date, and specifying any claims made by the Company thereunder between the date hereof and the Closing Date.
4.2.2. The Company shall deposit with the Escrow Agent the Indemnity Bank Guarantee, which shall serve to secure Claims by Purchaser for indemnification pursuant to Section 9.2 and Purchaser’s reimbursement for payment of the Company’s real estate taxes pursuant to the Real Property Transfer Agreement. The Indemnity Bank Guarantee shall be held and released by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement.
4.2.3. Purchaser shall deliver or cause to be delivered to the Company:
(a) a certificate (the “Purchaser Closing Certificate”), executed by an officer thereof, certifying that, except as expressly set forth in the Purchaser Closing Certificate, each of the conditions set forth in Sections 8.3(a) and 8.3(c) has been satisfied in all material respects;
(b) a certificate, executed by an authorized representative of Purchaser, certifying as to the incumbency of the officers executing this Agreement and any Transaction Documents to which Purchaser is a party, on behalf of Purchaser, and further certifying that the execution, delivery and performance of this Agreement, the Transaction Documents to which Purchaser is a party, and the transactions contemplated hereby and thereby, and the acts of the officers of Purchaser in carrying out the terms and provisions hereof and thereof, have been authorized and approved by all corporate action required to be taken on the part of Purchaser.
(c) a duly executed, irrevocable notice of assumption in respect of the Assigned Contracts and Dual Contracts, substantially in the forms attached hereto as Exhibits D1 and D2, as necessary to enable the Company to vest in or confirm to Purchaser full and complete right, title and interest in and to all of the Acquired Assets pursuant to the provisions of this Agreement.
4.2.4. Purchaser shall pay to the Company the Purchase Price, as adjusted pursuant to Section 3.3. Such payment shall be made in immediately available funds transferred by wire transfer to the Company’s bank account designated by the Company to Purchaser, in writing, at least three (3) Business Days prior to the Closing Date.
4.2.5. The parties shall duly execute, deliver and exchange, and shall procure the execution, delivery and exchange by the Escrow Agent, of the Adjustment Escrow Agreement and the Indemnity Escrow Agreement.
4.2.6. The parties shall duly execute, deliver and exchange the Hosting Agreement, in the form attached hereto as Schedule 3.2.1(d)Exhibit E.
4.2.7. The parties shall duly execute, dated as of deliver and exchange the date of the ClosingCooperation Agreement.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Sources: Asset Purchase Agreement (Partner Communications Co LTD)
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously simultaneously, and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The (1) Each Executing Shareholder shall deliver to Purchaser one or more share certificates (or a written declaration of loss or destruction in lieu thereof in the form to be agreed upon by Purchaser and the Company (and attached hereto as Exhibit M) accompanied by duly executed deeds of transfer, in the form to be agreed upon by Purchaser and the Company (and attached as Exhibit N).
(2) Each person who at the time of the Closing is a Company Warrantholder shall deliver at the Closing to Purchaser a duly executed termination and waiver agreement in the form reasonably acceptable to Purchaser.
(3) Purchaser, each of the Holder Representatives on behalf of himself and each Participating Rights Holder, and the Escrow Agent shall enter into the Escrow Agreement.
(4) Purchaser shall deliver to the Purchaser Paying Agent for further distribution by the following documents:Paying Agent, upon receipt of a duly executed and completed letter of transmittal set forth as an exhibit to the Paying Agent Agreement, to each Participating Rights Holder or the Trustee in accordance with the Option Tax Ruling, the portion of the Closing Cash Consideration, if any, payable thereto in accordance with this Agreement and the information contained in such letter of transmittal, and shall issue to each Participating Rights Holders his, her or its portion of Closing Consideration Shares.
(a5) Resolutions Purchaser shall deliver to the Escrow Agent the Escrow Fund.
(6) If the Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, Purchaser shall acquire good and valid title, free and clear of any Liens, to all Company Shares owned by the Non Executing Shareholders in accordance with Section 341 of the Companies Law-1999 or any other procedures available under the Company's articles of association and applicable law, and as of the Closing Date, Purchaser will own 100% of the issued and outstanding share capital of the Company (on a fully diluted basis) and, indirectly through the Company, 100% of the issued and outstanding of the share capital of the Subsidiary free and clear of any Lien.
(7) If Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall register the transfer of all the Company Shares to Purchaser in the register of shareholders of the Company's , and shall provide Purchaser with a true and correct copy of such updated register of shareholders reflecting such entry, certified by which two directors of the Articles Company. If Purchaser elects not to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of Association this Agreement, the Company shall register the transfer of the Company were replaced with Shares held by the Amended Articles Executing Shareholders to Purchaser in the register of Association attached hereto as Exhibit A (the "Amended Articles");
(b) True and correct copies of resolutions shareholders of the Company's Board , and shall provide Purchaser with a true and correct copy of such updated register of shareholders reflecting such entry, certified by two directors of the Company.
(8) If Purchaser elects to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall issue and deliver to Purchaser validly executed share certificate(s) covering all the Company Shares, issued in the name of Purchaser. If Purchaser elects not to exercise its rights to provide the Bring-Along Notice under Section 2.02(b)(3) of this Agreement, the Company shall issue and deliver to Purchaser validly executed share certificate(s) covering the Company Shares previously held by the Executing Shareholders, issued in the name of Purchaser.
(9) The Purchaser shall have received an irrevocable Letter of Appointment of Directors issuing and allotting in the Shares to the Purchaser against payment form set forth in Exhibit CC, executed by holders of the Purchase Price and of the shareholders a majority of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Preferred Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of including ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures Capital II Ltd., counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇ and Ventures II L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II CEO Fund (U.S.) L.P., patent counsel to the Company▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II (Cayman Islands) L.P., in the form attached hereto as Schedule 3.2.1(e)▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ (Israel) L.P., dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares▇▇▇▇▇ ▇▇▇▇▇▇▇ Ventures II CEO Fund L.P. (collectively, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇“▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP”), United States counsel The Challenge Fund II – Etgar L.P. (the “Challenge Fund”) and Carmel Ventures II L.P. (“Carmel Ventures”), appointing Purchaser’s designees to the PurchaserBoard of Directors of the Company, in the form attached hereto as Schedule 3.2.4(b), dated effective as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company shall deliver in addition to the Purchaser the following documentsdelivery of any other instruments or documents referred to herein:
(a) Resolutions the FCI Holders shall deliver to Atrium, free and clear of any lien, claim or encumbrance, certificates representing the Company's shareholders by which the Articles of Association of the Company were replaced FCI Stock, duly endorsed in blank or with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")duly executed stock powers attached;
(b) True the Bish▇▇ ▇▇▇ders shall deliver to Atrium, free and correct copies clear of resolutions of any lien, claim or encumbrance, certificates representing the Company's Board of Directors issuing VBS Exchanged Shares and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the BNE Exchanged Shares, all of the foregoing duly endorsed in form and substance acceptable for immediate filing blank or with the Israeli Registrar of Companies to be filed by the Company promptly after the Closingduly executed stock powers attached;
(c) True and correct copies of resolutions Atrium shall deliver certificates representing all of the Company's Board of Directors and of Atrium Exchange Shares, other than the shareholders of the Company approving the sale and transfer of the Founders Escrowed Shares (as defined in Section 2.2(e) below), to the PurchaserHolders as set forth on Schedule 1 hereto; and4
(d) An opinion each of Fojt▇▇▇▇ ▇▇▇ the Bish▇▇ ▇▇▇ders shall complete the "Closing" under and as defined the Purchase Agreement;
(e) each of Atrium, Fojt▇▇▇▇, ▇▇e Bish▇▇ ▇▇▇ders and Bing▇▇▇, ▇▇▇▇ & ▇oul▇ ▇▇▇, in its capacity as Escrow Agent (the "Escrow Agent") shall execute and deliver the Buy-Sell Agreement substantially in the form of Exhibit B hereto (the "Buy-Sell Agreement") pursuant to which the Atrium Exchange Shares to be issued to the Bish▇▇ ▇▇▇ders hereunder (the "Escrowed Shares") are to be held in escrow by the Escrow Agent to secure certain of the Bish▇▇ ▇▇▇ders' potential indemnification obligations to Fojt▇▇▇▇ ▇▇▇er the Purchase Agreement;
(f) Atrium shall deliver certificates representing all of the Escrowed Shares to the Escrow Agent pursuant to and in accordance with the Buy- Sell Agreement, and each of the Bish▇▇ ▇▇▇ders shall deliver stock powers, counsel duly executed in blank, in respect of the Escrowed Shares owned by such Bish▇▇ ▇▇▇der to the Company, in Escrow Agent under and pursuant to the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.Buy-Sell Agreement;
(eg) An Opinion of ▇Atrium shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to FCI, FCI shall contribute the VBS Exchanged Shares and the BNE Exchanged Shares to Fojt▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇jt▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPll contribute the BNE Exchanged Shares and the BNE Purchased Shares to VBS, United States counsel and VBS shall contribute the BNE Exchanged Shares and the BNE Purchased Shares to BMC;
(h) each of the Purchaser, Holders shall execute and deliver the Atrium Corporation Stockholder Agreement in the form attached of Exhibit C hereto as Schedule 3.2.4(b(the "Stockholder Agreement");
(i) Atrium and each of the Holders shall execute and deliver a Registration Rights Agreement in the form of Exhibit D hereto (the "Registration Rights Agreement");
(j) Atrium, FCI and Heritage shall execute and deliver an Amendment to the Securities Purchase Agreement dated as of July 3, 1995, originally entered into between FCI and Heritage, and Atrium, FCI and each of the date of Closing.
3.2.5 The Purchaser FCI Holders (other than Heritage) shall cause the transfer execute and deliver Amendments to the Company Stock Exchange Agreements dated as of July 3, 1995 originally entered into between FCI and each of such FCI Holders, in each case substantially identical to the originals of such agreements other than for the substitution of Atrium and Atrium Stock in place of FCI and FCI Stock (collectively, the "FCI Equity Amendment Documents");
(k) upon cancellation of their respective Original Stock Options, Atrium shall execute and issue to each of the Purchase Price for optionees set forth on Schedule 2 hereto the Shares, New Options; and
(l) Atrium shall execute and of deliver to Heritage the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the partiesNew Warrant.
Appears in 1 contract
Sources: Securities Exchange Agreement (H R Window Supply Inc)
Transactions at Closing. (a) At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company Seller shall deliver or cause to be delivered to the Purchaser the following documentsBuyer:
(i) such deeds, bills of sale, general conveyances, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all of the Acquired Assets, in each case free and clear of all Liens except for Permitted Liens; these transfer instruments will include (a) Resolutions one or more Bills of Sale in the Company's shareholders by which form of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto forms set forth as Exhibit A D;
(ii) certificates (if any) representing the "Amended Articles"Subsidiary Shares, duly endorsed to Buyer;
(iii) the closing certificates referred to in Article 9;
(iv) employment agreements in form and substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”);
(bv) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingLegal Opinion;
(cvi) True the Fairness Opinion;
(vii) the Escrow Agreement, duly executed by the Seller;
(viii) that certain Side Letter between the Buyer and correct the Seller, duly executed by the Seller;
(ix) copies of resolutions of the Company's Board of Directors each acknowledgment and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Companyagreement, in the form attached hereto as Schedule 3.2.1(d)Exhibit E, dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein“Waivers”); and
(bx) An opinion an assignment and assumption agreement, a form of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form which is attached hereto as Schedule 3.2.4(bExhibit F (the “Assumption Agreement”), dated as of duly executed by the date of ClosingSeller.
3.2.5 The Purchaser (b) At the Closing the Buyer shall deliver or cause to be delivered to the Seller:
(i) the Assumption Agreement, duly executed by the Buyer;
(ii) the Cash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by the Seller, Ontario or s.r.o. to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by the Seller (with the Seller making such designation at least 48 hours prior to the Closing);
(iii) the Debentures and the Note, each marked canceled;
(iv) the Escrow Agreement, duly executed by the Buyer; and
(v) the closing certificates referred to in Article 10.
(c) At the Closing, the Buyer shall deliver or cause to be delivered the Legal Funds by wire transfer to the Company Escrow Agent pursuant to the terms of the Purchase Price for Escrow Agreement.
(d) At the SharesClosing, and of the Founders Purchase Price Buyer shall deliver or cause to be delivered the Founders Nor Repayment by wire transfer, banker's check, or transfer to an account that has been designated by Jiri Nor in writing for such other form of payment as is mutually agreed to by the partiespurpose.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously simultaneously, and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 (1) The Company and the Sellers shall deliver to the Purchaser the following agreements and documents:
(ai) Resolutions of the Company's shareholders Escrow Agreement executed by which the Articles of Association of Shareholders Representative and the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")Escrow Agent;
(bii) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Companycertificate, in the form attached hereto as Schedule 3.2.1(d)Exhibit E, dated as executed on behalf of the date Company by its chief executive officer, certifying (i) that the conditions set forth in Section 8.01 and Section 8.02 have been duly satisfied; and (ii) the resolutions of the Closing.board of directors and the shareholders of the Company approving this Agreement and the Transactions;
(eiii) An Opinion a legal opinion of ▇▇▇▇▇Pearl, ▇▇Cohen, Zedek, Latzer, Baratz, counsel to the Company and to the Sellers other than Acorn and of Eillenberg & K▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Companyof Acorn, in the form attached hereto as Schedule 3.2.1(eExhibit F and F-1, respectively;
(iv) share transfer deeds for the Purchased Shares in the form attached hereto as Exhibit G, duly executed by each Seller in favor of the Purchaser (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit in the form attached hereto as Exhibit G-1 evidencing that such certificate was lost or never issued;
(v) executed resolutions of the shareholders of the Company in the form attached hereto as Exhibit H (i) approving this Agreement and the Transaction Documents, and the consummation of the Transactions, and (ii) amending the current articles of association of the Company, including all amendments thereto (the “Current Articles”) by replacing them in their entirety with the amended and restated articles of association of the Company, attached hereto as Exhibit H-1 (the “Amended Articles”), dated and approving the appointment as directors of the Company of such person or persons to be identified by the Purchaser, such number of persons shall not be more than three (3);
(vi) executed resolutions of the board of directors of the Company in the form attached hereto as Exhibit I approving this Agreement and the Transaction Documents, and the consummation of the Transactions, the registration of the Share Transfer Deeds, the appointment as directors of the Company such person or persons to be identified by the Purchaser, the acceptance of the resignations of the existing directors of the Company listed in Exhibit I-1, and the adoption of new signatory rights in the Company acceptable to Purchaser;
(vii) the appointment of a firm of Independent Certified Public Accountants in the State of Israel who are affiliated with one of the “big four” U.S. accounting firms;
(viii) written resignations of directors, listed in Exhibit I-1, from their positions as directors effective as of the date Closing Date, in the forms attached hereto as Exhibit J;
(ix) the Spousal Consent to entering into this Agreement and consummating the transactions contemplated hereby, including, without limitation, the transfer and sale of Purchased Shares held by such Seller to the Purchaser pursuant to the terms hereof, validly executed by the spouse of such Seller and delivered by the Seller to the Purchaser concurrently with the signing of this Agreement in the form of Exhibit K, shall be in full force and effect;
(x) the register of members of the Closing.
3.2.2 The Founders shall deliver to Company evidencing the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance and ownership of all of the Shares and the transfer of the Founders Purchased Shares to the Purchaser in the share transfer register certified by a director of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:;
(axi) A true a new and correct copy validly executed share certificate(s) covering all of a resolution the Purchased Shares, issued in the name of the Purchaser's Board of Directors authorizing ;
(xii) evidence that the execution of this Agreement Company is in good standing and has paid any annual registration fees due to the performance Israeli Companies’ Registrar;
(xiii) the new employment agreements in the form attached hereto as Exhibit L, executed by each employee of the obligations Company party thereto in a form approved by the Purchaser (the “New Employment Agreements”);
(xiv) Assignments of Intellectual Property in favor of the Purchaser contained herein; andCompany in the form attached hereto as Exhibit M validly executed by each of the persons listed on Exhibit M-1;
(bxv) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPExecuted shareholders agreement executed by all parties thereto, United States counsel to other than the Purchaser, in the form attached hereto as Schedule 3.2.4(bExhibit N (the “Shareholders Agreement”);
(xvi) The Amended and Restated Loan Agreement among the Company, Acorn and Purchaser (the “Amended and Restated Loan Agreement”), dated executed by all parties thereto on the date hereof, in the form attached hereto as Exhibit O;
(xvii) A Non-Signing Seller Exercise, Sale and Waiver Letter executed by each of the Non-Signing Sellers;
(xviii) A Signing Seller Exercise, Sale and Waiver Letter executed by each of the Signing Sellers on the date hereof;
(xix) Executed releases on all Liens on the Purchased Shares ensuring that the Purchased Shares shall be transferred at Closing to the Purchaser free and clear of Closingany and all Liens;
(xx) such other documents or instruments as the Purchaser may reasonably request or may be required to effect the transactions contemplated by the Transaction Documents.
3.2.5 (2) The Purchaser shall cause deliver to the Shareholders Representative the Escrow Agreement executed by the Purchaser and the Escrow Agent, the Shareholders Agreement executed by the Purchaser, and, subject to Section 2.03, shall transfer to the Company Paying Agent the Closing Payment in readily available funds, enabling the Paying Agent to perform a distribution to each of the Sellers of such amounts as shall be determined in accordance with the terms of this Agreement, and shall transfer to the Paying Agent the Interim Loan Amount Purchase Price for in readily available funds on the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the partiesInterim Loan Amount Confirmation Date.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions and actions shall occurbe taken, which and all such transactions and actions shall be deemed to take place simultaneously simultaneously, and no transactions transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:.
3.2.1 The (a) the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds to the Company’s bank account the details of which are set forth in Exhibit B attached hereto;
(b) the Investor shall deliver to the Purchaser Company an undertaking to the following documents:
(a) Resolutions OCS, with respect to the observance by the Investor, as a shareholder of the Company's shareholders , of the requirements of the Israeli Encouragement of Research and Development in Industry Law, 5744 – 1984 (the “R&D Law”);
(c) the Investor shall deliver a certificate, signed by which two Managing Directors of the Investor, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled as of the Closing, it being understood that the Company may rely on such certificate as though it were a representation and warranty of the Investor made herein;
(d) the Investor shall deliver a certificate, signed by two Managing Directors of the Investor, attaching (i) the Articles of Association of the Company were replaced with Investor, and (ii) resolutions passed by its board of directors, board of managers or other governing organ of the Amended Articles of Association attached hereto as Exhibit A (Investor to authorize the "Amended Articles");
(b) True transactions contemplated hereby and correct by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Company may rely on such certificate as a representation and warranty of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingInvestor made herein;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion the Company shall deliver a certificate, signed by the Chief Executive Officer and Chief Financial Officer of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, certifying that the conditions specified in the form attached hereto as Schedule 3.2.1(e), dated Sections 6.1(a) through 6.1(c) have been fulfilled as of the date Closing, it being understood that the Investor may rely on such certificate as though it were a representation and warranty of the Closing.Company made herein;
3.2.2 The Founders (f) the Company shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association of the Company, and (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Investor may rely on such certificate as a representation and warranty of the Company made herein;
(g) the Company shall execute and deliver to the Investor the Registration Rights Agreement;
(h) the Investor shall execute and deliver to the Company the certificates representing Registration Rights Agreement;
(i) the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register deliver a written opinion from legal counsel to the Company addressed to the Investor, in the form reasonably satisfactory to the Investor;
(j) Intentionally Omitted
(k) the Company shall deliver the Transfer Agent Instruction Letter to the Company’s transfer agent;
(l) the Company shall deliver a copy of the Notice of Listing of Additional Shares in respect of the Acquired Shares duly submitted to NASDAQ; and
(m) the Company shall deliver a copy of the notice to be filed with the OCS in connection with the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the CompanyAcquired Shares.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Sources: Securities Purchase Agreement (WP XII Investments B.V.)
Transactions at Closing. At the Closing, the following transactions and actions shall occurbe taken, which and all such transactions and actions shall be deemed to take place simultaneously simultaneously, and no transactions transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:
3.2.1 . The Company shall deliver to the Purchaser Investor the following documentsdocuments and instruments:
(a) Resolutions a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company's shareholders by which , certifying that the Articles conditions specified in Section 6.1 have been fulfilled as of Association the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")made herein;
(b) True the Company shall execute and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares deliver to the Purchaser against payment of Investor the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingRegistration Rights Agreement;
(c) True and correct copies of resolutions the Company shall deliver to such Investor a certificate, signed by the Secretary or an Assistant Secretary of the Company's , attaching (i) the memorandum of association and articles of association of the Company, (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and of by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company approving the sale Company, and transfer certifying that such documents are true and complete copies of the Founders Shares to originals and that such resolutions have not been amended or superseded, it being understood that such Investor may rely on such certificate as a representation and warranty of the Purchaser; andCompany made herein;
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to Indemnification Agreements executed by the Company, company in the form attached hereto as Schedule 3.2.1(d), dated as favor of the date of the Closing.Investor Members;
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders Investor shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct a copy of a resolution of wiring instructions to its bank for the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company payment of the Purchase Price for the SharesAcquired Shares being purchased by it, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed Company; and
(f) The Company shall deliver the Transfer Agent Instruction Letter to by the partiesCompany’s transfer agent.
Appears in 1 contract
Sources: Securities Purchase Agreement (Igp Digital Interaction L.P.)
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed in addition to take place simultaneously and no transactions shall be deemed any other instruments or documents referred to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company shall deliver to the Purchaser the following documentsherein:
(a) Resolutions of The Buyer shall deliver the Company's shareholders by which Closing Cash Purchase Price as follows:
(i) the Articles of Association of Escrowed Funds to the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")Escrow Agent;
(bii) True and correct copies of resolutions [reserved];
(iii) on behalf of the Company's Board Companies, the amount payable to each Person who is owed a portion of Directors issuing and allotting the Shares Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions;
(iv) the Shareholder Representative Expense Fund to the Purchaser against Shareholder Representative;
(v) the remainder of the Closing Cash Purchase Price (after payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance foregoing items in Sections 2.3(a)(i) through (iv)) to the Israeli Registrar of Companies and a check in full payment of by wire transfer to the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed accounts designated by the Company promptly after Companies (in such ratios as requested by the Closing;
(cCompanies in writing) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares at least two Business Days prior to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(eb) An Opinion Parent shall issue, at the direction of ▇▇▇▇▇the Companies, ▇▇▇as set forth in Section 2.1 hereof, to the Shareholders, the Closing Stock Purchase Price as set forth on, and in accordance with, Schedule 2.1.
(c) The Companies and the Shareholders, as applicable shall execute and deliver to the Buyer or its assigns (a) a ▇▇▇▇ and ▇▇▇▇▇▇of sale, patent counsel to the Company, which shall be substantially in the form attached hereto as Schedule 3.2.1(e), dated as of Exhibit B (the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇“▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPof Sale”), United States counsel to the Purchaser(b) an assignment of service marks, which shall be substantially in the form attached hereto as Schedule 3.2.4(bof Exhibit C (the “Assignment of Marks”), dated (c) an assignment of domain names, which shall be in a form mutually agreed upon by the parties (the “Assignment of Domain Names”), (d) an assignment and assumption agreement, which shall be substantially in the form of Exhibit D (the “Assignment and Assumption Agreement”), and (e) such other endorsements, assignments and other good and sufficient instruments of sale, transfer and conveyance, in form and substance reasonably satisfactory to the Buyer and the Companies, as shall be effective to vest in the Buyer or its assigns all of such Companies or Shareholders’, as the case may be, right and title to, and interest in, the Purchased Assets in conformity with the representations and warranties of the date Companies herein. Subject to the terms and conditions hereof, at the Closing, the Purchased Assets shall be transferred or otherwise conveyed to the Buyer free and clear of Closingall liabilities, obligations and Encumbrances of any nature whatsoever other than Assumed Liabilities.
3.2.5 The Purchaser shall cause the transfer to the Company (d) Each of the Purchase Price for the Shares, parties hereto shall execute and deliver each of the Founders Purchase Price agreements required to the Founders be signed by wire transfer, banker's check, or such other form of payment as is mutually agreed party pursuant to by the partiesSections 8 and 9 hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Meta Financial Group Inc)
Transactions at Closing. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The 3.2.1. the Company shall deliver to provide the Purchaser the following documentsInvestor with:
(a) Resolutions A copy of a signed share certificate issued by the Company in the name of the Company's shareholders by which the Articles of Association Nominee Company of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (Mizrahi-Tefahot Nominees Company Ltd.) (the "Amended ArticlesNominee Company");) for the benefit of the Investor, evidencing the ownership of the Investor of the Purchased Shares.
(b) True and correct copies of resolutions TASE's approval of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment registration for trade of the Purchase Price and Purchased Shares.
(c) A copy of the shareholders of immediate report filed by the Company ratifying such resolutionson the TASE's Corporate Actions System (MAYA) and the ISA's "Magna" Site, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on announcing the issuance of the Purchased Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and.
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of the Company's shareholder register, immediately after the Closing, as published by the Company.
(e) A copy of a resolution letter of instructions, stamped as accepted (stamped “received”) by the Nominee Company, instructing the Nominee Company to deposit the Investor’s Purchased Shares underlying the share certificate in a specific bank account held by the Investor and in the Investor's name. This letter of instructions shall evidence the Investor’s ownership of the Purchaser's Board of Directors authorizing Purchased Shares.
3.2.2. The Investor shall provide the execution of this Agreement and the performance Company with:
(a) A copy of the obligations of executed written instructions to the Purchaser contained herein; andInvestor’s bank, (or the Escrow Agent, as the case may be) to transfer the Investment Amount to the Company bank account.
(b) An opinion A SWIFT letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to instructions instructing the Company of to deposit the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to Purchased Shares in a specific bank account held by the partiesInvestor.
Appears in 1 contract
Sources: Private Placement Agreement (Therapix Biosciences Ltd.)
Transactions at Closing. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take as having taken place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company (a) LEDCO shall deliver to the Purchaser DataSight, as agent for Sellers, the following documents:
(ai) Resolutions A treasury order executed by the LEDCO Secretary corresponding to the number of shares of Series A Preferred Stock issued in the name of the Company's shareholders Sellers (which may be evidenced by which book entry on the Articles LEDO shareholder register) in the amounts set forth in Schedule I;
(ii) True copies of Association of the Company were replaced all consents and waivers obtained by LEDCO, in accordance with the Amended Articles provisions of Association attached hereto Section 7.1 below; and
(iii) Such other documents and instruments as Exhibit A (the "Amended Articles");DataSight may reasonably request.
(b) True and correct copies of resolutions of DataSight shall deliver, or cause to be delivered, to LEDCO the Company's Board of Directors issuing and allotting following documents and/or shall take the Shares following actions:
(i) Validly executed Assignment Separate from Stock Certificates corresponding to the Purchaser against payment number of DataSight shares being transferred by the Purchase Price Sellers, issued in the name of LEDCO and shall register the shares in the name of LEDCO in the shareholders register of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;DataSight; and
(ii) Such other documents as LEDCO may reasonably request.
(c) True and correct copies of resolutions of The Sellers shall deliver the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; andfollowing documents:
(di) An opinion of ▇▇▇▇▇ ▇▇▇▇▇to LEDCO, counsel to the Company, duly executed assignments in the form attached hereto as Schedule 3.2.1(d)Exhibit A effecting the immediate and unconditional sale, dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ assignment and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the irrevocable transfer of the Founders DataSight Shares to the Purchaser in the share transfer register LEDCO, free and clear of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true any Liens, or any other third party rights of any kind and correct copy nature, whether voluntarily incurred or arising by operation of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained hereinlaw; and
(bii) An opinion to DataSight, as agent for LEDCO, all share certificates in respect of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of ClosingDataSight Shares.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Sources: Exchange Agreement (Datasight Corp)
Transactions at Closing. At or immediately prior to the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 (a) Purchaser shall pay the Closing Cash Payment to the Stockholders (on a pro rata basis) by wire transfer in immediately available funds;
(b) Purchaser shall have delivered to the Executives the certificate required to be delivered pursuant to Section 7.1(a) hereof;
(c) The Stockholders shall deliver to Purchaser the certificates representing the Shares, endorsed in blank or accompanied by executed blank stock powers;
(d) Each of the Executives shall deliver executed Employment Agreements and Non-compete Agreements;
(e) The Company shall deliver to Purchaser a certificate of the Secretary of the Company certifying as to (i) the consent of the Company’s Board of Directors and the Stockholders authorizing this Agreement and the transactions contemplated hereby, (ii) the Company’s Certificate of Incorporation, and (iii) the Company’s bylaws, as amended (the “Secretary’s Certificate”)
(f) The Company shall provide Purchaser with a certificate of good standing with respect to the Company (as to the Company’s corporate existence and its payment of Franchise Taxes) issued by the Secretary of State of the State of Delaware;
(g) The Company shall have terminated the Company’s 2000 Stock Option Plan (the “Stock Option Plan”);
(h) The Company and the Executives shall have terminated that certain Shareholders Agreement of the Company, entered into during the 2000 calendar year, by and among the Company and the Stockholders (the “Stockholders’ Agreement”);
(i) The Company shall have terminated all of the Company Benefit Plans, if any;
(j) The Company shall deliver to the Purchaser all of the following documents:
(a) Resolutions Books and Records of the Company's shareholders by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles");
(bk) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion Each of ▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall have delivered to Purchaser a resignation letter, in form and substance satisfactory to Purchaser, pursuant to which each of ▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇▇ shall have resigned as directors of the Company effective as of the Closing;
(l) Each of ▇▇▇▇▇ and ▇▇▇▇▇ shall have delivered to Purchaser a resignation letter, in form and substance satisfactory to Purchaser, pursuant to which ▇▇▇▇▇ shall have resigned as President and Treasurer of the Company and ▇▇▇▇▇ shall have resigned a Secretary of the Company effective as of the Closing;
(m) The Company, the Stockholders and the Company’s Board of Directors shall have taken all action necessary on the part of the Company, the Stockholders and the Company’s Board of Directors to appoint ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇as directors of the Company effective as of the Closing;
(n) The Company, the Stockholders and the Company’s Board of Directors shall have taken all action necessary on the part of the Company, the Stockholders and the Company’s Board of Directors to amend the Company’s bylaws to the reasonable satisfaction of Purchaser;
(o) The Company and the Executives shall deliver to Purchaser the certificates required to be delivered pursuant to Section 7.2(a) and Section 7.2(b) hereof;
(p) ▇▇▇▇▇ LLP, United States counsel and the Company shall have taken all action necessary on the part of ▇▇▇▇▇ and the Company to assign all of David’s ownership rights in and to the Purchaser, domain names and URLs listed in Section 3.19 of the Company’s Disclosure Schedule to the Company;
(q) The Company shall have taken all action necessary to qualify the Company to conduct business as a foreign corporation in the form attached hereto as Schedule 3.2.4(b)State of California; and
(r) The Stockholders shall deliver, dated as or cause the Company to deliver, to Purchaser any and all other assignments, documents, instruments and conveyances requested by Purchaser to effect the consummation of the date of Closingtransactions contemplated by this Agreement.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions and actions shall occurbe taken, which and all such transactions and actions shall be deemed to take place simultaneously simultaneously, and no transactions transaction or action shall be deemed to have been completed or any taken and no document delivered or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered:
3.2.1 . The Company shall deliver to the Purchaser Investor the following documentsdocuments and instruments:
(a) Resolutions a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company's shareholders by which , certifying that the Articles conditions specified in Section 0 have been fulfilled as of Association the Closing, it being understood that such Investor may rely on such certificate as though it were a representation and warranty of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")made herein;
(b) True the Company shall execute and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares deliver to the Purchaser against payment of Investor the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingRegistration Rights Agreement;
(c) True and correct copies of resolutions the Company shall deliver to such Investor a certificate, signed by the Secretary or an Assistant Secretary of the Company's , attaching (i) the memorandum of association and articles of association of the Company, (ii) resolutions passed by its Board of Directors to authorize the transactions contemplated hereby and of by the other Transaction Documents and (iii) the Shareholder Approval and other resolutions passed by the shareholders of the Company approving the sale Company, and transfer certifying that such documents are true and complete copies of the Founders Shares to originals and that such resolutions have not been amended or superseded, it being understood that such Investor may rely on such certificate as a representation and warranty of the Purchaser; andCompany made herein;
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to Indemnification Agreements executed by the Company, company in the form attached hereto as Schedule 3.2.1(d), dated as favor of the date of the Closing.Investor Members;
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders Investor shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct a copy of a resolution of wiring instructions to its bank for the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company payment of the Purchase Price for the SharesAcquired Shares being purchased by it, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed Company; and
(f) The Company shall deliver the Transfer Agent Instruction Letter to by the partiesCompany’s transfer agent.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company shall deliver to the Purchaser the following documents:
(a) Resolutions Seller shall execute, acknowledge, and deliver to Buyer the instruments of conveyance in the Company's shareholders by which forms as set forth in Exhibits "C-1" through "C-8" hereto conveying the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")Interests;
(b) True Seller and correct copies of resolutions of Buyer shall execute and deliver a Preliminary Closing Statement that shall set forth the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Base Purchase Price and of each adjustment and the shareholders of the Company ratifying such resolutions, together with a duly completed notice calculation of such issuance adjustments used to determine such amount (the Israeli Registrar of Companies and a check "Closing Amount") in full payment of the stamp duty on the issuance of the Shares, all of the foregoing form as set forth in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the ClosingExhibit "D" hereto;
(c) True and correct copies of resolutions Seller shall deliver to Buyer the Records (but shall be authorized to keep a copy of the Company's Board Records);
(d) Seller and Buyer shall execute, acknowledge and deliver mutually agreeable transfer orders or letters-in-lieu prepared by the Buyer, directing all purchasers of Directors and production to make future payments of proceeds attributable to production from the Interests to Buyer;
(e) Seller shall deliver to Buyer (i) a certificate stating that the representations of Seller contained in Section 7 hereof are true as of the shareholders Closing Date, and (ii) a "non-foreign person" affidavit in the form as set forth in Exhibit "H" hereto, and (iii) executed change of operator forms to be filed with the relevant regulatory authorities naming Buyer or its designee as operator of the Company approving Interests operated by Seller at Closing;
(f) Seller shall deliver to Buyer the sale and transfer legal opinion referenced in Section 6(c) hereof;
(g) Buyer shall deliver to Seller a certificate stating that the representations of Buyer contained in Section 8 hereof are true as of the Founders Shares Closing Date;
(h) Buyer shall deliver to Seller the Purchaserlegal opinion referenced in Section 5(b) hereof;
(i) Buyer shall deliver to Seller a complete copy of Buyer's environmental assessment, including, but not limited to, reports, data, valuation, assessments and conclusions;
(j) Seller shall deliver to Buyer possession of the Interests, subject to any applicable operating agreement or other related agreement affecting the Interests;
(k) Seller and Buyer shall execute the License Agreement in the form as set forth in Exhibit "I" hereto;
(1) Seller and Buyer shall execute the Gathering Agreements in the form as set forth in Exhibits "J- l " and "J-2" hereto;
(m) Buyer shall deliver to Seller the guaranty in the form set forth in Exhibit "K " hereto; and
(dn) An opinion Buyer shall deliver to Seller cash by wire transfer in the amount of the Closing Amount to the following account Bank: Mellon Bank, Pittsburgh, PA. ABA/Routing Number: ▇▇▇▇▇ -▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇-▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser, in the form attached hereto as Schedule 3.2.4(b), dated as of the date of Closing.
3.2.5 The Purchaser shall cause the transfer to the Company of the Purchase Price for the Shares, and of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the parties.Account: 104-9050 For Credit To: Burlington Resources Services Inc.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Magnum Hunter Resources Inc)
Transactions at Closing. At the ClosingClosing (the “Closing Date”), the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 (a) The Company Seller shall deliver to the Purchaser Purchasers the following documents:
(ai) Resolutions Duly executed share transfer deeds with respect to the transfer of all the Company's shareholders by which Shares to the Articles of Association of Purchasers, in the Company were replaced with the Amended Articles of Association forms attached hereto as Exhibit A (the "Amended Articles"Schedule 3(a)(i);
(bii) True and correct copies copy of resolutions a resolution of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutionsSeller, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; and
(d) An opinion of ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, substantially in the form attached hereto as Schedule 3.2.1(d3(a)(ii), approving this Transfer Agreement, the sale of the Shares, the release of claims and the other transactions contemplated hereby;
(iii) A written notice to the Company, and to Meitav Benefits Ltd. (the trustee administering the Shares), notifying of the sale and purchase hereunder and requesting the amendment of the shareholders register of the Company and the trustee;
(iv) A certificate, duly executed by the chief executive officer of the Seller, dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated 3(a)(iv) confirming that the representations and warranties made by the Seller in Section 4 are true and correct when made and are true and correct on and as of the date Closing Date, as though made on the Closing Date, and that the Seller has performed all obligations required under this Transfer Agreement to be performed by it on or before the Closing;
(v) A signed agreement for termination of the Closing.
3.2.2 The Founders shall deliver to shareholders agreement entered into between Seller and Plan B Ventures I, LLC, dated November 25, 2010 (the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, United States counsel to the Purchaser“Shareholders Agreement”), in the form attached hereto as Schedule 3.2.4(b3(a)(vi), dated as ;
(b) Each Purchaser shall deliver to the Seller the following documents:
(i) Duly executed share transfer deeds with respect to the transfer of the date Shares to the Purchaser, in the forms attached hereto as Schedule 3(a)(i);
(ii) A copy of Closingan executed Undertaking towards the Israeli Chief Scientist ("OCS") in accordance with Section 5(e) below.
3.2.5 The Purchaser shall cause the transfer to the Company (iii) A signed agreement for termination of the Shareholders Agreement in the form attached hereto as Schedule 3(a)(vi).
(c) The Aggregate Purchase Price for shall be paid by Purchasers in accordance with Exhibit A, by wire transfer of immediately available funds subject to and upon the Shares, and occurrence of all of the Founders Purchase Price to the Founders by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the partiesabove.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occurtake place, which transactions shall be deemed to take as having taken place simultaneously and no transactions transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company (a) PMW shall deliver to the Purchaser EntertainmentXpress, as agent for Sellers, the following documents:
(ai) Resolutions Validly executed stock certificates corresponding to the Common Stock issued in the name of the Company's shareholders by which Sellers in the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")amounts set forth in Schedule I;
(bii) Instructions directing its transfer agent to register the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW;
(iii) True and correct copies of all consents and waivers obtained by PMW, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of PMW, as certified by the Secretary of State of the State of Delaware at or about the Closing Date;
(vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of the Company's Board PMW’s board of Directors directors issuing and allotting the Shares Common Stock to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutions, together with a duly completed notice of such issuance Sellers subject to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Sharesprovisions hereof, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies to be filed by the Company promptly after the Closing;
(c) True and correct copies of resolutions of the Company's Board of Directors and of the shareholders of the Company approving the sale and transfer of transactions contemplated hereby, including the Founders Shares to the Purchaser; and
(d) An opinion of Exchange, selecting ▇▇▇▇▇ ▇▇▇▇▇, counsel to the Company, in the form attached hereto as Schedule 3.2.1(d), dated as of the date of the Closing.
(e) An Opinion of ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP▇▇▇▇▇▇▇▇, United States counsel ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ as the directors of PMW and appointing the officers of EntertainmentXpress Garrent ▇▇▇▇▇▇▇▇ (Chief Executive Officer and Secretary), ▇▇▇▇▇ ▇▇▇▇▇▇ (President and Chief Operating Officer), ▇▇▇▇ ▇▇▇▇▇▇▇ (Chief Financial Officer), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Executive Vice President of Sales and Marketing), and ▇▇▇▇▇ ▇▇▇▇▇▇ (Executive Vice President Field Operations) as the officers of PMW, and (C) an incumbency certificate signed by all of the executive officers of PMW dated at or about the Closing Date;
(vii) An officer’s certificate duly executed by PMW’s chief executive officer to the Purchaser, effect that the conditions set forth in the form attached hereto as Schedule 3.2.4(b)Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) Resignation and release agreements, substantially in the form attached hereto as Exhibit A from current officers ▇▇▇▇▇▇ ▇▇▇▇▇ (Chief Executive Officer and principal financial officer), and ▇▇▇ ▇▇▇▇▇▇ (President) and directors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ of PMW to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to PMW’s stockholders of record);
(ix) All corporate books and records of PMW; and
(x) Such other documents and instruments as EntertainmentXpress may reasonably request.
3.2.5 The Purchaser (b) EntertainmentXpress shall deliver, or cause to be delivered, to PMW the transfer following documents and/or shall take the following actions:
(i) Validly executed stock certificates corresponding to the Company number of EntertainmentXpress Shares being transferred by the Sellers, issued in the name of PMW and shall register the shares in the name of PMW in the stockholders register of EntertainmentXpress.
(ii) Certificate of good standing from the Secretary of State of the Purchase Price for State of California, dated at or about the SharesClosing Date, to the effect that EntertainmentXpress is in good standing under the laws of said state;
(iii) Certified copy of the Certificate of Incorporation of EntertainmentXpress, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iv) Secretary’s certificate duly executed by EntertainmentXpress’ secretary attaching and attesting to the accuracy of: (A) the bylaws of EntertainmentXpress, (B) the resolutions of EntertainmentXpress’s board of directors, approving the transactions contemplated hereby, including the Exchange, and (C) an incumbency certificate signed by all of the Founders Purchase Price executive officers of EntertainmentXpress dated at or about the Closing Date;
(v) An officer’s certificate duly executed by EntertainmentXpress’s chief executive officer of EntertainmentXpress to the Founders by wire transfereffect that the conditions set forth in Section 7.2(a) below have been satisfied, banker's checkdated as of the date of the Closing; and
(vi) Such other documents as PMW may reasonably request.
(c) The Sellers shall deliver the following documents:
(i) to PMW, duly executed share assignments in the form attached hereto as Exhibit B or Exhibit C effecting the immediate and unconditional sale, assignment and irrevocable transfer of EntertainmentXpress Shares to PMW, free and clear of any Liens, or such any other form third party rights of payment any kind and nature, whether voluntarily incurred or arising by operation of law and
(ii) to EntertainmentXpress, as is mutually agreed to by the partiesagent for PMW, all share certificates in respect of EntertainmentXpress Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1 The Company shall deliver to the Purchaser the following documents:
(a) Resolutions ViewCall shall deliver to NetChannel the following:
(i) a Bill of the Company's shareholders Sale in for▇ ▇▇d substance reasonably satisfactory to NetChannel and its counsel, executed by which the Articles of Association of the Company were replaced with the Amended Articles of Association attached hereto as Exhibit A (the "Amended Articles")ViewCall;
(bii) True and correct copies an Assignment of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchaser against payment of the Purchase Price and of the shareholders of the Company ratifying such resolutionsContracts, together with a duly completed notice of such issuance to the Israeli Registrar of Companies and a check in full payment of the stamp duty on the issuance of the Shares, all of the foregoing in form and substance acceptable for immediate filing with the Israeli Registrar of Companies reasonably satisfactory to be filed NetChannel and its counsel, executed by the Company promptly after the ClosingViewCall;
(ciii) True an Assignment of Copyrights, in form and correct copies of resolutions of the Company's Board of Directors substance reasonably satisfactory to NetChannel and of the shareholders of the Company approving the sale and transfer of the Founders Shares to the Purchaser; andits counsel, executed by ViewCall;
(div) An an opinion of Balboni Ashley & Sc▇▇▇▇▇▇▇▇ ▇▇▇, wit▇ ▇▇, counsel ▇pect to the Companymatters set forth in Section 8.5 of this Agreement, and otherwise in form and substance reasonably satisfactory to NetChannel and its counsel;
(v) the Escrow Agreement, executed by ViewCall;
(vi) a certificate of the President of ViewCall to the effects provided in this Agreement;
(vii) evidence of the notice of termination of the relationship between ViewCall and MCA, in form and substance reasonably satisfactory to NetChannel and its counsel;
(viii) a letter consenting to the termination of the Fort Knox Software Escro▇ ▇▇reement, and to the release from the escrow of any of the items previously deposited in escrow, in form attached hereto as Schedule 3.2.1(d)and substance reasonably satisfactory to NetChannel and its counsel;
(ix) an estoppel letter executed by NationsBank of Georgia, dated N.A., to the effect that ViewCall, as of the date he Closing Date, is not indebted to NationsBank, N.A., in form and substance reasonably satisfactory to NetChannel and its counsel;
(x) certified resolutions of the Closingshareholders of ViewCall approving the transactions contemplated by this Agreement and the Associated Agreements.
(eb) An Opinion Colorocs shall deliver to NetChannel the following:
(i) the Sublease, executed by Colorocs;
(ii) the Note Purchase Agreement, executed by Colorocs;
(iii) the Notes (as defined in the Note Purchase Agreement) acquired by NetChannel pursuant to the Note Purchase Agreement, endorsed to NetChannel in and in a form reasonably satisfactory to NetChannel and its counsel;
(iv) the Security Agreement (as defined in the Note Purchase Agreement) acquired by NetChannel pursuant to the Note Purchase Agreement, endorsed to NetChannel in and in a form reasonably satisfactory to NetChannel and its counsel;
(v) a UCC-3 assignment statement, executed by Colorocs, evidencing the assignment to NetChannel of the Security Agreement;
(vi) a UCC-3 assignment statement evidencing the transfer of the security interest held by Russo to Colorocs;
(vii) the Escrow Agreement, executed by Colorocs;
(viii) the Colorocs Non-Competition Agreement, executed by Colorocs;
(ix) the First Amendment to Investors Rights Agreement, executed by Colorocs;
(c) NetChannel shall deliver to ViewCall the following:
(i) an Assumption Agreement in respect of the Assumed Liabilities and the obligations of ViewCall under the Conforming Settlements, in form and substance reasonably satisfactory to ViewCall and its counsel;
(ii) the Escrow Agreement executed by NetChannel;
(iii) an opinion of counsel to NetChannel, with respect to the matters set forth in Section 9.3 of this Agreement, and otherwise in form and substance reasonably satisfactory to ViewCall and its counsel;
(iv) a certificate of the President of NetChannel to the effects provided in this Agreement;
(v) evidence of the issuance of the options contemplated by Section 2.1 (d) hereof;
(vi) evidence of the issuance of 25,000 shares of Series C Preferred to Brian Martin as con▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ Section 2.1(c) hereof;
(vii) evidence of the offer of employment to all employees of ViewCall;
(viii) evidence of the negotiation of a consulting agreement between NetChannel and Alan McKeon, which ▇▇▇▇▇▇, patent counsel to the Company, in the form attached hereto as Schedule 3.2.1(e), dated as ▇▇▇ ▇hall include noncompetition and nonsolicitation covenants of the date of the Closing.
3.2.2 The Founders shall deliver to the Company the certificates representing the Founders Shares, together with duly executed share transfer deeds.
3.2.3 The Company shall register the issuance of the Shares and the transfer of the Founders Shares to the Purchaser in the share transfer register of the Company.
3.2.4 The Purchaser shall deliver to the Company the following documents:
(a) A true and correct copy of a resolution of the Purchaser's Board of Directors authorizing the execution of this Agreement and the performance of the obligations of the Purchaser contained herein; and
(b) An opinion of Alan McKeon re▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPble to NetChannel; and
(ix) a certificate of the Secretary of NetChannel certifying the incumbency of each officer executing documents or instruments to be delivered to ViewCall or Colorocs, United States counsel to attaching (1) a certified copy of the PurchaserRestated Charter, certified by the Secretary of Sate of Delaware, or, in the form attached hereto event that a certified copy cannot be obtained at Closing, a conformed copy of the Restated Charter as Schedule 3.2.4(b)filed with the Secretary of Sate of Delaware together with evidence of filing with the Secretary of State of Delaware, dated (2) the bylaws of NetChannel and all amendments thereto through the Closing Date, (3) resolutions of the Board of Directors of NetChannel approving (x) the transactions contemplated by this Agreement and the Associated Agreements and (y) the Restated Charter, (4) a good standing certificate from the secretaries of State of California, Delaware, and Georgia, in each case certified by the Secretary of NetChannel as being true correct an complete as of the date Closing Date;
(d) NetChannel shall deliver to Colorocs the following:
(i) a certificate evidencing 2,300,000 shares of Series B Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to the Note Purchase Agreement;
(ii) a certificate evidencing 414,280 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to the Note Purchase Agreement;
(iii) a certificate evidencing 400,000 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to the Colorocs Noncompetition Agreement;
(iv) the Sublease, executed by NetChannel;
(v) the Note Purchase Agreement, executed by NetChannel;
(vi) the Escrow Agreement, executed by NetChannel;
(vii) a certificate of the Secretary of NetChannel certifying the incumbency of each officer executing documents or instruments to be delivered to ViewCall or Colorocs, attaching (1) a certified copy of the Restated Charter, certified by the Secretary of Sate of Delaware, or, in the event that a certified copy cannot be obtained at Closing, a conformed copy of the Restated Charter as filed with the Secretary of Sate of Delaware together with evidence of filing with the Secretary of State of Delaware, (2) the bylaws of NetChannel and all amendments thereto through the Closing Date, (3) resolutions of the Board of Directors of NetChannel approving (x) the transactions contemplated by this Agreement and the Associated Agreements and (y) the Restated Charter, (4) a good standing certificate from the secretaries of State of California, Delaware, and Georgia, in each case certified by the Secretary of NetChannel as being true correct an complete as of the Closing Date;
(ix) the First Amendment to Investors Rights Agreement, executed by NetChannel, and by holders of not less than 66 2/3% of the holders of Registrable Securities thereunder;
(e) NetChannel shall deliver to Escrow Agent the following:
(i) a certificate evidencing 300,000 shares of Series C Preferred, registered in the name of Colorocs, representing a portion of the consideration payable to Colorocs pursuant to the Note Purchase Agreement;
(ii) a certificate evidencing 555,556 shares of Series C Preferred, registered in the name of ViewCall, representing a portion of the consideration payable to ViewCall pursuant to this Agreement;
(iv) the Escrow Agreement, executed by NetChannel;
(f) ViewCall shall deliver to Escrow Agent the following:
(i) the Escrow Agreement, executed by ViewCall;
(ii) the stock power described in Section 1.2(b) of the Escrow Agreement, executed by ViewCall.
3.2.5 The Purchaser (g) Colorocs shall cause deliver to Escrow Agent the transfer to following:
(i) the Company Escrow Agreement, executed by Colorocs;
(ii) the stock power described in Section 1.2(a) of the Purchase Price for the SharesEscrow Agreement, and of the Founders Purchase Price to the Founders executed by wire transfer, banker's check, or such other form of payment as is mutually agreed to by the partiesColorocs.
Appears in 1 contract
Sources: Asset Acquisition Agreement (Colorocs Information Technologies Inc)