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) 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.

Appears in 2 contracts

Samples: Share Exchange Agreement (Counterpath Corp), Share Exchange Agreement (PetroSouth Energy 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) 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; and (e) the resolutions required to effect the changes contemplated in Sections 6.11 of this Agreement.

Appears in 2 contracts

Samples: Share Exchange Agreement (Principle Security International, Inc.), Share Exchange Agreement (Clean Power Concepts 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) 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; and (e) 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 (Cavalier Group)

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:: {WLMLAW W0013824.DOC} (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.

Appears in 1 contract

Samples: Share Exchange Agreement (Future Canada China Environment 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) 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 (iic) 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.

Appears in 1 contract

Samples: Share Exchange Agreement (UpperSolution.com)

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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) all certificates and other documents required by Section 5.2 6.2 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; and (e) the resolutions required to effect the changes contemplated in Sections 7.9 and 7.10 of this Agreement.

Appears in 1 contract

Samples: Share Exchange Agreement (Noble Quests 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;; Execution version (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 (iic) 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Orgenesis Inc.)

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