Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Article II, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.1, above:
(a) Purchase Price in immediately available funds.
(b) A written consent to serve on the Company’s board of directors by the Buyer’s nominee, effective upon Closing, including the nominee’s mailing address.
(c) A written consent from Buyer’s nominee to serve as the President and as other officers of the Company, effective upon Closing, including the nominee’s mailing address.
(d) A written consent from the Buyer’s nominee to the board of directors, acting in his or her capacity as the sole director of the Company, appointing Buyer’s nominee to serve as President and to other offices of the Company, effective upon Closing.
Buyer’s Delivery. Delivering to Buyer the (a) Xxxx of Sale; (b) FIRPTA Affidavit; (c) Certificate of Corporate Authorization; (d) Seller’s Certificate of Reaffirmation of Representations; and (e) Affidavit as to Debts, Liens, Parties in Possession and GAP Coverage.
Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Article II, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.1, above:
(a) Purchase Price in immediately available good funds.
(b) A written consent to serve on the Company’s board of directors by the Buyer’s nominee, effective upon Closing, including the nominee’s mailing address.
(c) A written consent from Buyer’s nominee to serve as the President and as other officers of the Company, effective upon Closing, including the nominee’s mailing address.
(d) A written consent from the Buyer’s nominee to the board of directors, acting in his or her capacity as the sole director of the Company, appointing Buyer’s nominee to serve as President and to other offices of the Company, effective upon Closing.
(e) A written acceptance from Buyer’s nominee to serve as the statutory resident agent for the Company, effective upon Closing, together with the new registered office for the Company which registered office shall be a street address and not a post-office box or similar mail drop service.
Buyer’s Delivery. On the Closing Date, Buyer shall deliver to Seller the Purchase Price, conditioned upon Seller’s delivery of the Shares.
Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Seller’s performance of its delivery obligations in section 3.1, above:
(a) Purchase Price in immediately available good funds.
(b) A written consent to serve on the Company’s board of directors by the Buyer’s nominee, effective upon Closing, including the nominee’s mailing address.
(c) A written consent from Buyer’s nominee(s) to serve as the President and as other officers of the Company, effective upon Closing, including the nominee’s mailing address, email address and a copy of current, government issued photo identification that Seller will submit to Pinksheets, LLC, solely for the purpose of confirming the change of control of the Company in accordance with the procedures required by Pinksheets, LLC.
(d) A written consent from the Buyer’s nominee to the board of directors, acting in his or her capacity as the sole director of the Company, appointing Buyer’s nominee to serve as President and to other offices of the Company, effective upon Closing.
(e) A written acceptance from Buyer’s nominee to serve as the statutory registered agent for the Company, effective upon Closing, together with the new registered office for the Company which registered office shall be a street address.
Buyer’s Delivery. Obligations To effect the sale and transfer ---------------------------- referred to in Section 2.1 hereof, Buyer will, at the Closing, execute and deliver to the Company:
3.2.2.1. all Ancillary Agreements required to be executed by Buyer; and
3.2.2.2. Upon the terms and subject to the conditions contained herein, an instrument of assumption substantially in the form attached hereto as Exhibit 3.2.2, evidencing Buyer's assumption, pursuant to Section 2.2, of the Assumed Liabilities (the "Assumption Document").
3.2.2.3. all certificates, opinions of counsel and other documents described in Article VII.
3.2.2.4. the payment of the Purchase Price and repayment of the Company's outstanding loan to Colorado National Bank.
Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Seller’s performance of its delivery obligations in section 3.1, above: Purchase Price in good funds totaling $101,250 Resolutions from the Purchaser’s board of directors approving this Agreement and the purchase of the Shares hereunder.
Buyer’s Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Seller’s performance of its delivery obligations in section 3.1, above:
(a) Purchase Price in good funds totaling $175,000 through the Escrow Agent.
(b) A consent/resolution from the Buyer’s Board of Directors appointing nominees to serve on the Board of Directors of the Company effective immediately upon Closing, and appointment of officers pursuant to the Company’s Bylaws. The consent/resolution will also include (i) approval and ratification of the Buyer’s obligations under this Agreement, (ii) mailing address for each director and officer appointed by Buyer, (iii) identification of the Company’s new registered agent, and (iv) any other corporate matters associated with the Company’s ongoing business.
Buyer’s Delivery. Buyer shall deliver to Ameritrend and the Company each of the following items at Closing:
Buyer’s Delivery. Delivering to Buyer the (i) Xxxx of Sale, (ii) FIRPTA affidavit, (iii) Certificate of Corporate Authorization, and (iv) Seller's Certificate of Reaffirmation of Representations and Warranties. (Ill) Seller's Delivery. Delivering to Seller Buyer's Certificate of Reaffirmation of Representations and Warranties.
