Common use of Closing Deliveries of Buyer Clause in Contracts

Closing Deliveries of Buyer. At the Closing, the Buyer shall take the following actions and deliver the following documents and instruments to the Sellers, as applicable: (a) The Estimated Cash Payment in proportion to the Pro Rata Shares; (b) The Equity Consideration in proportion to the Pro Rata Shares in the manner contemplated by Section 1.4(b) hereof and in the amount set forth in Schedule 9 hereof; (c) a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying their respective (A) Organizational Documents and (B) authorizing resolutions approving this Agreement, the Ancillary Agreement and the transactions contemplated hereby; (d) Evidence that the TSX has conditionally approved, subject only to customary listing conditions, the issuance of the Equity Consideration, and such approval will not have been revoked; (e) The Escrow Agreement, duly executed by Buyer; and (f) all other instruments and documents required by this Agreement to be delivered by Buyer to the Sellers, and such other instruments and documents which Sellers or their counsel may reasonably request to effectuate the transactions contemplated hereby.

Closing Deliveries of Buyer. At the Closing, the Buyer shall take deliver, or cause to be delivered, the following actions following, in form and deliver the following documents substance reasonably satisfactory to Seller and instruments to the Sellers, as applicableits counsel: (a) The Estimated Cash Payment a cash payment in proportion the amount of the Purchase Price to the Pro Rata SharesCity National Bank, on behalf of Seller; (b) The Equity Consideration in proportion to the Pro Rata Shares in the manner contemplated by Section 1.4(b) hereof and in the amount set forth in Schedule 9 hereof; (c) a certificate from the Secretary of Buyer, dated as of the Closing Date, attaching and certifying their respective (A) Organizational Documents and (B) authorizing resolutions approving this Agreement, the Ancillary Agreement and the transactions contemplated hereby; (d) Evidence that the TSX has conditionally approved, subject only to customary listing conditions, the issuance of the Equity Consideration, and such approval will not have been revoked; (e) The Escrow Assignment Agreement, duly executed by Buyer; (c) the Xxxx of Sale, duly executed by Buyer; (d) the Intellectual Property Assignment Agreements, duly executed by Buyer; (e) the License Agreement, duly executed by Buyer; (f) a consulting agreement, in form acceptable to Buyer in its discretion, duly executed by Buyer, Xx. Xxxxxxxx and Sari Agatston; and (fg) all other instruments A certificate of the Secretary of Buyer attaching and documents required certifying (1) its resolutions duly adopted by the governing body of Buyer, authorizing and approving the execution and delivery of this Agreement to be delivered by Buyer to Agreement, including the Sellersexhibits and schedules hereto, and such other instruments and documents which Sellers or their counsel may reasonably request to effectuate the consummation of the transactions contemplated hereby, and (2) the authorization of and the names and signatures of the officers of such person authorized to sign this Agreement and the agreements and documents to be delivered hereunder and thereunder.