Common use of Closing Requirements Clause in Contracts

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five (5) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ to the SUN Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUN's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQ's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Commonwealth Equities Inc)

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Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, parties duly endorsed or issued as the case may be;, pursuant to Subparagraphs 1.3 and 2. (b) delivery of all corporate records of CWEQ Roosevelt, Sulphur and Sulport to the SUN Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested;. (c) copies of resolutions by SUNSulphur's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQSulport's Board of Directors authorizing this Agreement; e) copies of resolutions by Roosevelt's Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (International Commodity Logistics Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ Beach Couch to the SUN Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUNVIPC's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQBeach Couch's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Acquisition Agreement (Beach Couch Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered to the escrow agent, and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered by TRI pursuant to section 3.1 3 have been delivered to the respective partiesescrow agent, duly endorsed or issued as the case may be; (b) the corporate resolution of DRYT authorizing the issuance of the Shares to TRI Shareholders shall be delivered to the escrow agent; (c) delivery of all corporate records of CWEQ DRYT to the SUN TRI Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closingamended), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requestedexist; (cd) copies of resolutions by SUN's TRI’s Board of Directors authorizing this Agreement; (de) copies of resolutions by CWEQ's DRYT’s Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Legalopinion Com)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closingclosing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ PRIDE to the SUN USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUNUSMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQPRIDE's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pride, Inc.)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ PRIDE to the SUN USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUNUSMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQPRIDE's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Prime Rate Income & Dividend Enterprises Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ ELAW-USA, ELAW-BVI to the SUN Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUNELAW-BVI's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQELAW-USA's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Beach Couch Inc)

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Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, parties duly endorsed or issued as the case may be;, pursuant to Subparagraph 2.1. (b) delivery Ginsite shall permit the Envirocon members of all corporate records the Board of CWEQ Directors access to the SUN Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested;. (c) copies of resolutions by SUNGinsite's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQEnvirocon's Board of Directors authorizing this Agreement; and; (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein; and f) Ginsite shall have amended its articles of incorporation to increase the number of shares of common stock authorize to be issued from fifty million (50,000,000) to one hundred million (100,000,000).

Appears in 1 contract

Samples: Acquisition Agreement (Ginsite Materials Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered to the escrow agent, and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered by MATLINK pursuant to section 3.1 3 have been delivered to the respective partiesescrow agent, duly endorsed or issued as the case may be; (b) the corporate resolution of LAWW authorizing the issuance of the Shares to MATLINK Shareholders shall be delivered to the escrow agent; (c) delivery of all corporate records of CWEQ LAWW to the SUN MATLINK Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closingamended), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requestedexist; (cd) copies of resolutions by SUN's MATLINK’s Board of Directors authorizing this Agreement; (de) copies of resolutions by CWEQ's LAWW’s Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Legalopinion Com)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) the securities to be delivered pursuant to section Section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of CWEQ OPUS to the SUN BTI Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, check books, bank accounts, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by SUNBTI's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQOPUS's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Opus Resource Group Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within five ten (510) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the Closing: (a) : the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) ; delivery of all corporate records of CWEQ JPEN to the SUN MHST Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) ; copies of resolutions by SUN's Board of Directors authorizing this Agreement; (d) copies of resolutions by CWEQMHST's Board of Directors authorizing this Agreement; and (e) copies of resolutions by JPEN's Board of Directors authorizing this Agreement; and the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Jupiter Enterprises Inc)

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