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 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Iconic Brands, 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 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.

Appears in 1 contract

Samples: Share Exchange Agreement (Solei Systems, 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 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(h5.2(f) herein; (d) resolutions and resignations required to effect the changes in directors and officers stipulated by Section 6.10 of this Agreement; (e) proof of at least $100,000 in financing available to close concurrently with the Closing of the Transaction, inclusive of the bridge loan proceeds pursuant to section 5.2(e); and (f) 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 (ECLIPSE IDENTITY RECOGNITION 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 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(h5.2(g) herein; (d) resolutions and resignations required to effect the changes in directors and officers stipulated by Section 6.10 of this Agreement; (e) proof of at least $175,000 in financing available to close concurrently with the Closing of the Transaction; and (f) 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 (DogInn Inc.)

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