Common use of Closing Deliveries of Pubco Clause in Contracts

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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 of this Agreement; (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 and 6.12 of this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (MMA Media Inc.), Share Exchange Agreement (Golden Aria Corp.)

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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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) 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 and 6.12 of this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Purio Inc.), Share Exchange Agreement (Purio Inc.)

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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 8.2 of this Agreement; (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 resolution required to effect the changes contemplated in Sections 6.11 and 6.12 by Section 8.2(p) of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Ses Solar Inc.)

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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 6.2 of this Agreement; (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 7.12 and 6.12 7.13 of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Crestview Development Corp.)

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) reasonable evidence the cash consideration of $675,000 in immediately available funds and share certificates representing the closing of the Financing, provided that such closing may be concurrent with the ClosingPubco Shares; (c) all certificates and other documents required by Section 5.2 of this Agreement; (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;; and (e) the Pubco Documents Documents, the Consulting Agreement 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 and 6.12 of this Agreement.

Appears in 1 contract

Samples: Share Purchase and Exchange Agreement (Secure Luggage Solutions Inc.)

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) reasonable evidence of the closing of at least $12.0 million of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 6.2 of this Agreement; (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 7.12 and 6.12 7.13 of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Perfectenergy International LTD)

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) reasonable evidence of share certificates representing the closing of Pubco Shares to the Financing, provided that such closing may be concurrent with Selling Shareholders in the Closingamounts as set out in Schedule 1; (c) all certificates and other documents required by Section 5.2 6.2 of this Agreement; (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 resolution required to effect the changes contemplated in Sections 6.11 and 6.12 by Section 6.2(n) of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Upstream Biosciences Inc.)

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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) reasonable evidence of share certificates representing the closing of Pubco Shares to the Financing, provided that such closing may be concurrent with Selling Shareholders in the Closingamounts as set out in Schedule 1; (c) all certificates and other documents required by Section 5.2 6.2 of this Agreement; (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;; and (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 and 6.12 of this Agreement.;

Appears in 1 contract

Samples: Share Exchange Agreement (Source Petroleum Inc.)

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 PrivecoTech Team: (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) reasonable evidence of share certificates representing the closing of Pubco Shares to the Financing, provided that such closing may be concurrent with Selling Shareholders in the Closingamounts as set out in Schedule 1; (c) all certificates and other documents required by Section 5.2 of this Agreement; (d) a certificate of an officer of Pubco, dated as of Closing, certifying that: that (i) each covenant and obligation of Pubco has been complied with; and , 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 resolution required to effect the changes contemplated in Sections 6.11 and 6.12 by Section 5.2(n) of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Global Innovative Systems Inc)

Closing Deliveries of Pubco. At the Closing, Pubco will 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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 of this Agreement5.2; (dc) a certificate of an officer of Pubco, dated as of the 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; (d) resolutions adopted by or on behalf of the board of directors of Pubco appointing Zxxxx Konević as a director of Pubco; and (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 and 6.12 of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Tropic International Inc.)

Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the followingfollowing , 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) reasonable evidence of the closing of the Financing, provided that such closing may be concurrent with the Closing; (c) all certificates and other documents required by Section 5.2 7.2 of this Agreement; (c) share certificates representing the Pubco Shares containing the legends set forth in Section 2.4 hereof to the Escrow Agent; (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;; and (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 and 6.12 of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Regal Life Concepts, Inc.)

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