Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) all certificates, stock powers, and other documents required for the cancellation or consolidation of a sufficient amount of Pubco common shares to comply with Section 5.2(h) herein; and
(d) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) share certificates representing the 27,500,000 shares held by Xxxxxxx Xxxx and Xxxxxxx Xxxxxxx collectively, duly endorsed for transfer and cancellation;
(d) a certificate of an officer of Pubco, dated as of Closing, certifying that:
(i) each covenant and obligation of Pubco has been complied with; and
(ii) each representation, warranty and covenant of Pubco is true and correct at the Closing as if made on and as of the Closing;
(e) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction; and
(f) the resolutions required to effect the changes contemplated in Sections 6.11 of this Agreement.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) a certificate of an officer of Pubco, dated as of Closing, certifying that:
(i) each covenant and obligation of Pubco has been complied with; and
(ii) each representation, warranty and covenant of Pubco is true and correct at the Closing as if made on and as of the Closing; and
(d) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction; and
(d) the resolutions required to effect the changes contemplated in Sections 6.11 of this Agreement.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement; and
(c) the Pubco Documents and any other necessary documents, each duly executed by Pxxxx, as required to give effect to the Transaction.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco and MergerSub evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) all certificates, stock powers, and other documents required for the cancellation or consolidation of a sufficient amount of Pubco common shares to comply with Section 5.2(h) herein;
(d) resolutions and resignations required to effect the changes in directors and officers stipulated by Section 6.10 of this Agreement;
(e) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered to Priveco the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) a certificate of good standing for Pubco from its jurisdiction of incorporation, dated not earlier than five days prior to the Closing Date;
(b) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transactions;
(c) all certificates and other documents required by Section 5.2 of this Agreement;
(d) the Pubco Disclosure Letter;
(e) the Merger Shares;
(f) the Special Warrants;
(g) a copy of the executed Private Placement Agreement;
(h) evidence that has closed, or will closing contemporaneously with Closing, the first tranche of the Private Placement in the minimum amount of $250,000;
(i) a certificate of an officer of Pubco, dated as of Closing, certifying that:
(i) each covenant and obligation of Pubco has been complied with; and
(ii) each representation, warranty and covenant of Pubco is true and correct at the Closing as if made on and as of the Closing;
(j) evidence that the Pubco Common Stock is listed for trading on the OTCQB; and
(k) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transactions.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the Board of Directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) all certificates and other documents required by Section 5.2 of this Agreement;
(c) share certificates representing the 9,000,000 shares of Pubco Common Stock held by Xxxxxx Xxx, duly endorsed for transfer and cancellation;
(d) documents evidencing the cancellation, satisfaction or transfer of all, but $10,000 of debt owed by Pubco;
(e) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction; and
(f) the resolutions required to effect the changes contemplated in Section 6.11 of this Agreement.
Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) share certificates representing the Pubco Shares to the Selling Shareholders in the amounts as set out in Schedule 1; and
(c) the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction;
Closing Deliveries of Pubco. At Closing, Pubco shall deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;
(b) a certificate of an officer of Pubco, dated as of Closing, certifying that:
(i) each covenant and obligation of Pubco has been complied with; and
(ii) each representation, warranty and covenant of Pubco is true and correct at the Closing as if made on and as of the Closing; and
(c) the resolutions required to effect the changes contemplated in Sections 6.11 of this Agreement.
