Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered:
(a) share certificates evidencing the Payment Shares, provided, however, that certificates evidencing any Payment Shares required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent;
(b) certificates evidencing the Replacement Options, provided, however, that certificates evidencing any Replacement Options required to be held in escrow in accordance with the requirements of the CSE, or otherwise, shall be delivered directly to the Escrow Agent;
(c) if required, an escrow agreement in a form satisfactory to the CSE, among the Purchaser, the Escrow Agent and such Shareholders as may be required by the CSE to be parties thereto, duly executed by the Purchaser;
(d) a certificate of one of the Purchaser's senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares and Replacement Options, and (iii) as to the incumbency and genuineness of the signature of each officer of Purchaser executing this Agreement or any of the other agreements or documents contemplated hereby;
(e) the officer's certificates referred to in Sections 3.03(f) and 3.03(g);
(f) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser;
(g) evidence satisfactory to XxxxxX, acting reasonably, of the completion of the Consolidation and the Concurrent Financing (and, if applicable, the satisfaction of all conditions precedent for the release from escrow of the proceeds thereof (other than the completion of the Transaction));
(h) resignations of current directors and officers of the Purchaser, and resolutions of the directors reconstituting the Board of Directors to consist of four directors, of whom at least three will be nominees of XxxxxX, and appointing Xxxx Xxxxxxxxx as Chief Executive Officer of the Purchaser;
(i) a certificate of good standing for the Purchaser; and
(j) a certificate from the transfer agent of the Purchaser certifying the number of issued and outst...
Closing Deliveries of the Purchaser. At the Closing, the Purchaser shall deliver the Purchase Price to the Seller by wire transfer of immediately available funds to an account designated in writing by the Seller.
Closing Deliveries of the Purchaser. At the Closing:
(a) Pursuant to United States Treasury Regulations Sections 1.1445-2(c)(2) and 1.897-9T(b), the Purchaser shall withhold ten percent (10%) of the Purchase Price (such 10%, $1,612,616.39), and shall pay such amount to the United States Internal Revenue Service. The Selling Trustee and the Purchaser shall cooperate with each other in making all required filings with the United States Internal Revenue Service, including providing the Purchaser the United States federal employer identification number of each Trust.
(b) The Purchaser shall pay the balance of the Purchase Price ($14,513,547.55) to the Selling Trustee in its capacity as trustee of the Trusts by wire transfer of immediately available funds to the account(s) designated in writing by the Selling Trustee.
Closing Deliveries of the Purchaser. At the Closing, the Purchaser shall make the payment and deliver, or cause to be delivered, to the Seller the following certificates and other documents, dated as of the Closing Date and executed or acknowledged (as applicable) on behalf of the Purchaser by a duly authorized officer thereof, in order to pay for the Intangible Property:
Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered:
(a) share certificates evidencing the Payment Shares;
(b) a certificate of one of the Purchaser’s senior officers, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); and (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares;
(c) the officer’s certificates referred to in Sections 3.03(d) and 3.03(e);
(d) if applicable, duly executed copies of any Shareholder Consent Agreement referred to in Section 3.02(b) signed by the Purchaser;
(e) duly executed copy of the Executive Employment Agreement referred to in Section 3.03(i);
(f) duly executed copy of the assumption respecting each Convertible Note;
(g) a shareholders’ register showing shareholder ownership of the Purchaser;
(h) a certificate of good standing for the Purchaser; and
(i) duly executed resignations (including a statement certifying that said director does not have any claim in any respect against the Purchaser) and duly executed resolutions of the Purchaser’s Board of Directors (and if applicable, the shareholders of the Purchaser) appointing the Nabati Board Nominees such that the Purchaser Board of Directors will be comprised of no more than four (4) directors.
Closing Deliveries of the Purchaser. At the Time of Closing, the Purchaser will deliver or cause to be delivered:
(a) share certificates (or Direct Registration System Statements) evidencing the Consideration Shares;
(b) a certificate representing the Replacement Warrants;
(c) a certificate of one of the Purchaser’s senior officers or directors, dated as of the Closing Date, certifying: (i) that attached thereto are true and complete copies of the constating documents of the Purchaser (and all amendments thereto as in effect as on such date); and
Closing Deliveries of the Purchaser. (a) At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller all of the following:
(i) a certificate of compliance for the Purchaser issued as of a recent date by Corporations Canada;
(ii) a certificate of an officer of the Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to the Seller, certifying to the resolutions adopted by the board of directors of the Purchaser authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements to which the Purchaser is a party and the consummation of the Contemplated Transactions, which resolutions shall have been certified as true, correct and in full force and effect without rescission, revocation or amendment as of the Closing Date;
(iii) the certificate of the Purchaser required to be delivered pursuant to Section 6.1(c);
(iv) the License Agreement, the Pension Plan and Employee Benefit Plan Agreement, the Pension Assignment and Assumption Agreements, the Transition Services Agreement and the Sublease, each duly executed by the Purchaser; and
(v) written evidence of the Competition Act Approval.
(b) At the Closing, the Purchaser shall pay or cause to be paid to the Seller, by wire transfer of immediately available funds, an amount equal to (i) the Purchase Price minus (ii) the Adjustment Holdback.
Closing Deliveries of the Purchaser. 4.4.1. At the Closing, the Purchaser will transfer the Purchase Price plus applicable value added tax to the following bank account of the Special Manager; Bank Hamizrahi Tefahot – 20 Branch No – 438 Account No – And:
Closing Deliveries of the Purchaser. On or prior to the Closing Date, the Purchaser shall deliver to Seller each of the following documents:
Closing Deliveries of the Purchaser. At Closing, the Purchaser will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to the Vendor:
(a) copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of the Purchaser evidencing approval of this Agreement and the Transaction as well as the issuance of the Purchaser Options;
(b) the Purchaser Documents and any other necessary documents, each duly executed by the Purchaser, as required to give effect to the Transaction; and
