Closing and Post Closing Arrangements. 5.1 Closing of the purchase and sale of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto.
Closing and Post Closing Arrangements. (a) At Closing, Corporation shall enter into a Line of Credit Agreement providing for a Line of Credit from Buyer, in favor of the Corporation, of Four Hundred Thousand dollars ($400,000) having normal and customary terms and conditions. The proceeds of the Line of Credit will be used first to pay off any Corporation institutional financing in existence at the time of the Closing. In addition, Buyer will use commercially reasonable efforts to arrange for another institution to make available to Corporation up to an additional $100,000 in credit (the “Additional Credit”). In the event that, by the first anniversary of the Closing, less than $100,000 in Additional Credit has been made available to Corporation, Buyer shall make available to Corporation an amount equal to the difference between the Additional Credit and $100,000. If no Additional Credit has been made available, then Buyer shall make available the full $100,000. If Buyer fails to arrange for or make available the Additional Credit by the first anniversary of the Closing, Buyer shall treat $100,000 of the outstanding principal advanced to the Corporation under the Line of Credit as a capital contribution, and Corporation’s maximum liability for repayment of principal under the Line of Credit shall be $300,000. Notwithstanding such conversion, however, the Corporation shall remain liable for interest on all amounts drawn under the Line of Credit until the same are repaid or converted to a capital contribution, as appropriate. The amounts drawn down under Buyer’s line of credit shall bear interest at the rate of 8%, and all amounts drawn down and the interest accrued thereon shall be repaid one year from the date of the first Anniversary of the Closing.
Closing and Post Closing Arrangements. 11.1. Time and Place of Closing The Transaction shall be closed (the “Closing”), at the offices of the Acquiror’s Canadian counsel, XxXxxxxx LLP, at 10:00 a.m. local time in Vancouver, British Columbia, or such other time as the parties may mutually determine, (the “Time of Closing”) on the day that all conditions contained in this Agreement have been met or waived (the “Closing Date”).
11.2. Closing Deliveries of the Acquiror and Zara Subco At the Time of Closing, the Acquiror will deliver or cause to be delivered:
(a) share certificates or other evidence evidencing the Consideration Shares registered as directed by the Securityholders (or by the Corporation on behalf of the Securityholders) and the Acquiror Shares to be issued in connection with the Amalgamation, provided, however, that certificates evidencing any Consideration Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent;
(b) share certificate evidencing the Finders’ Fee Shares registered to the Finders;
(c) the executed Supplemental Broker Warrant Certificate;
(d) the executed Supplemental Performance Warrant Certificates;
(e) the executed Supplemental Finder’s Warrant Certificate;
(f) the resignation of all the Acquiror’s directors and officers, as described in Section 9.4;
(g) resolutions consented to in writing by the directors of the Acquiror appointing the nominees of the Corporation as directors of the Acquiror and appointing Xxxx Xxxxx and Xxxxx Xxxxxx as officers of the Acquiror;
(h) an executed change of name form described in Section 9.5 accompanied with an officer’s certificate certifying the directors’ resolution that authorized the name change;
(i) if required, an escrow agreement in a form satisfactory to the CSE, among the Acquiror, the Escrow Agent and such Securityholder as may be required by the CSE to be parties thereto, duly executed by the Acquiror;
(j) if required, evidence of the Acquiror Shareholder Approval;
(k) a certificate of one of the Acquiror’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Acquiror (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Acquiror approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including ...
Closing and Post Closing Arrangements. 1Closing of the reimbursement of the Company Shares shall take place on a date, at a time, and at a location mutually agreed upon by the parties hereto.
Closing and Post Closing Arrangements
