Closing Deliveries by the Seller and the Company Sample Clauses

Closing Deliveries by the Seller and the Company. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser, and the Company shall deliver and the Seller shall cause the Company to deliver to the Purchaser: (a) an instrument of transfer and sold note in the form of Exhibit A hereto with respect to the Purchased Share, duly executed by the Seller; (b) a copy of the resolutions or other internal authorizations duly and validly adopted by the board of directors and the shareholders of the Seller and certified by a duly authorized signatory of the Seller, evidencing its authorization of the execution and delivery of this Agreement and other Transaction Documents and the consummation of the transactions contemplated hereby and thereby; (c) a copy of the register of members of the BVI Holdco, dated the Closing Date and duly certified by the registered agent of the BVI Holdco, evidencing the ownership by the Purchaser of all of the Purchased Share free and clear of all Liens; (d) the original share certificate(s) representing the Purchased Share (such share certificate(s) to be voided by the BVI Holdco) or, if such original share certificate(s) could not be returned to the BVI Holdco at the Closing, an indemnity letter for lost share certificate in form and substance acceptable to the registered agent of the BVI Holdco and the Purchaser in respect of the Purchased Share; (e) a copy of share certificate in the name of the Purchaser, dated the Closing Date and duly executed by the director of the BVI Holdco, evidencing the ownership by the Purchaser of all of the Purchased Share free and clear of all Liens, with the original of such share certificate to be delivered to the Purchaser within twenty Business Days after the Closing Date; (f) a copy of the register of directors of the BVI Holdco, dated the Closing Date and duly certified by the registered office provider of the BVI Holdco, evidencing the sole director of the BVI Holdco to be consistent with the Agreed Board Composition; (g) only if the applicable Director Change Approval has been obtain before the Closing Date, a copy of the register of directors of the HK Holdco, dated the Closing Date and duly certified by the registered office provider of the HK Holdco, evidencing the composition of the board of directors of the HK Holdco to be consistent with the Agreed Board Composition; (h) only if the applicable Director Change Approval has been obtain before the Closing Date, a copy of the register of directors of the Company, dated the...
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Closing Deliveries by the Seller and the Company. At the Closing, subject to the terms and conditions of this Agreement, the Seller shall or shall cause the Company to, deliver to the Purchaser the following documents: (a) an instrument of transfer and bought and sold notes in respect of the Purchased Shares each undated and duly executed by the Seller in favour of the Purchaser, (b) share certificate(s) in respect of the Purchased Shares in the name of the Seller; (c) certified true copy of the resolutions passed by the board of directors of the Company: (i) approving the transfer of the Purchased Shares to the Purchaser, (ii) authorizing the issue of new share certificates in respect of the Purchased Shares in favour of the Purchaser; (iii) approving the entry into the register of members of the Company, the name of the Purchaser as holder of the Purchased Shares; (iv) approving the appointment of directors nominated by the Purchaser to the board of directors of the Company with effect from the date of the Closing; (v) approving the entry into the register of directors of the Company, the names of directors nominated by the Purchaser; and (vi) effecting and accepting the resignation of Hzone Holdings Limited as director with effect from the date of the Closing; (d) certified true copy of the resolutions passed by the board of directors of the Seller approving entry into this Agreement and its ancillary documents by the Seller and the transactions contemplated hereunder and thereunder; and (e) a letter of authorization duly executed by the Seller authorizing the Purchaser to date the executed instrument of transfer and bought and sold notes delivered by the Seller under Section 1.3(a).
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Related to Closing Deliveries by the Seller and the Company

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Liability of the Seller and the Master Servicer The Seller and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Seller and the Master Servicer.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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