Buyer's Performance at Closing. At the Closing hereunder, Buyer shall deliver (or cause to be delivered) the following:
(a) the amount of $5,872,416 by wire transfer to Gerrans, $103,792 by wire transfer to Clay and $103,792 by wire transfer to Xxxxxxx;
(b) the Buyer Note duly executed by Buyer;
(c) the Security Agreement duly executed by Buyer and the Company;
(d) the Pledge Agreement duly executed by Buyer;
(e) the Guaranty duly executed by the Company;
(f) the Financing Statement duly executed by Buyer;
(g) a certificate or certificates bearing restrictive legends evidencing the Bolt Stock, vesting in Gerrans all right, title and interest in and to the Bolt Stock to be issued or transferred by Buyer to Gerrans pursuant to Section 1.2 (iv) of this Agreement, free and clear of any and all claims;
(h) a certificate or certificates evidencing ownership of one hundred percent (100%) of the issued and outstanding shares of the Company’s capital stock, with stock powers duly endorsed (and delivered to Weycer, Kaplan, Pulaski & Xxxxx, P.C. as escrow agent) sufficient to transfer to Gerrans all right, title and interest in and to the Stock to be transferred, sold, assigned and conveyed to Buyer in the event of default under the Loan Agreement pursuant to the provisions of this Agreement, free and clear of any and all Claims;
(i) an Employment Agreement in substantially the form attached hereto as Exhibit H among the Company, Buyer and Gerrans duly executed by Buyer;
(j) a certified copy of resolutions of Buyer’s board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions described herein, and any other consents or approvals which counsel for Sellers may reasonably request; and
(k) such other documents, instruments and certificates as Sellers or their counsel shall reasonably request in order to consummate the transactions contemplated herein.
Buyer's Performance at Closing. At the Closing:
Buyer's Performance at Closing. At or prior to the Closing hereunder, Buyer shall deliver (or cause to be delivered) to Seller the following, each of which shall be in form and substance reasonably satisfactory to Seller and Seller’s counsel:
(a) the agreements listed in Section 8.4, duly executed; and
(b) such other documents, instruments or certificates as Seller or its counsel shall reasonably request in order to consummate the transactions contemplated herein.
Buyer's Performance at Closing. On the Closing Date at the Closing Place, Buyer shall execute and deliver or cause to be delivered to Seller, in form and substance reasonably satisfactory to Seller: (a) The purchase price as set forth in Paragraph 3 (b) Seller too as reasonably may request such other documents consummate this Agreement and the transactions contemplated hereby.
Buyer's Performance at Closing. At the closing:
Buyer's Performance at Closing. At the Closing, Buyer shall execute ------------------------------ and deliver or cause to be delivered to Seller:
Buyer's Performance at Closing. At or prior to the Closing, ------------------------------- Buyer shall deliver to Seller:
(a) Written evidence to the effect that Buyer's Board of Directors have approved this Agreement and the contemplated transactions.
(b) Written evidence to the effect that shareholders have approved this agreement and the contemplated translations.
(c) Certificate representing the Shares to be issued in accordance with Section 2.3(a) hereof, in the name of WINSMART DEVELOPMENT LIMITED and duly executed by director and secretary of Buyer.
(d) Written evidence to the effect that Board of Directors of Buyer has duly adopted resolutions appointing directors of Seller as required by Section 2.3(b) hereof.
Buyer's Performance at Closing. At or prior to Closing, Buyer shall deliver or cause to be delivered to the Shareholders, the following:
(a) the cash to close as required in Section 3.1(a) herein;
(b) the MWI Common Stock as required in Section 3.1(b);
(c) the Warrants as required in Section 3.1(c);
(d) a certificate executed by the duly authorized officer of Buyer to the effect that all of the representations and warranties made by Buyer in this Agreement are true and correct as of the Closing Date;
(e) written evidence that Buyer's board of directors approved consummation of the transaction; and
(f) an opinion of counsel in form and substance reasonably satisfactory to the Companies and the Shareholders that the representations and warranties of Buyer contained in Article VI are correct as of the Closing Date.
Buyer's Performance at Closing. At or prior to Closing, Buyer and MWI, as the case may be, shall deliver or cause to be delivered to the Company the following:
4.3.1 The cash to close as required in Sections 3.1.1 and 3.1.3 herein, subject to the provisions of Section 3.3 herein;
4.3.2 Certificates representing the MWI Common Stock issued in the name of the Company, as required in Section 3.1.2 herein;
4.3.3 a certificate executed by an officer of Buyer to the effect that all of the representations and warranties made by Buyer in this Agreement are true and correct as of the Closing Date;
4.3.4 written evidence that Buyer's board of directors approved consummation of the transaction.
4.3.5 execution by Buyer of a mutually acceptable employment agreement, whereby Buyer shall agree to employ Shareholder, following the Closing;
4.3.6 execution by Buyer of a mutually acceptable escrow agreement; and
4.3.7 delivery of the non-competition for execution by the Shareholder;
Buyer's Performance at Closing. At or prior to Closing, Buyer, shall deliver or cause to be delivered to Republic the following:
4.3.1 The cash to close as required in Section 3.1.1 herein;
4.3.2 The cash into escrow as required in Section 3.1.2 herein;
