Company Deliverables at the Closing. At the Closing, the Company shall:
(a) Record the Members in the books and records of the Company as the owners of the applicable portions of the Exchange Shares;
(b) Deliver to the Members’ Representative on behalf of the Members a certificate of an executive Officer of the Company, dated as of the Closing Date; and:
(i) certifying that the conditions set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c) have been satisfied and that the statements therein are true and correct; and
(ii) attaching a certificate of status issued by the Delaware Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.
Company Deliverables at the Closing. At the Closing, the Company shall deliver to the Holder the Exchange Shares.
Company Deliverables at the Closing. At the Closing, the Company shall:
(a) Record the applicable Abstract Media Members as the holder of the applicable Exchange Shares in accordance with Section 2.01, which Exchange Shares shall be issued in book- entry format and shall not be certificated;
(b) Deliver to the Members’ Representative for further distribution to Xxxx Xxxxx, a copy of the Debt Repayment Agreement, duly executed by an authorized officer of the Company;
(c) Deliver to the Members’ Representative for further distribution to Xxxxxx Xxxxx, a copy of the Employment Agreement, duly executed by an authorized officer of the Company;
(d) Deliver to the Members’ Representative for further distribution to Xxxxx Xxxxx, a copy of the Independent Contractor Agreement, duly executed by an authorized officer of the Company;
(e) Deliver to the Members’ Representative a certificate of the Secretary of the Company, dated as of the Closing Date,
(i) and attaching and certifying copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the Transactions,
(ii) certifying that the conditions set forth in Section 5.03(a), Section 5.03(b), Section 5.03(c) and Section 5.03(d) have been satisfied and that the statements therein are true and correct; and
(iii) attaching a certificate of status issued by the Secretary of State of the State of Nevada for the Company, dated as of a date within 5 days of the Closing Date.
Company Deliverables at the Closing. At the Closing the Company shall deliver to the Sellers the Agreement, the Employment Agreement, Share Redemption Agreement, Note, and the Bxxx of Sale, each duly executed by an authorized officer of the Company.
Company Deliverables at the Closing. At the Closing, the Company shall:
(a) Record the applicable OpenLocker Stockholders in the books and records of the Company as the owners of the applicable Exchange Shares;
(b) Deliver to the Stockholders’ Representative on behalf of the OpenLocker Stockholders a certificate of the Secretary of the Company, dated as of the Closing Date, and:
(i) certifying that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied and that the statements therein are true and correct; and
(ii) attaching a certificate of status issued by the Delaware Secretary of State for the Company, dated as of a date within 5 days of the Closing Date;
(c) Deliver to Bxxxx Xxxxxxx a copy of the Voting Agreement executed by an authorized officer of the Company; and
(d) Deliver to the Stockholders’ Representative for dissemination to the Optionholders an Option Rollover Agreement with respect to each Optionholder, each duly executed by an authorized officer of the Company.
Company Deliverables at the Closing. At the Closing, the Company shall deliver:
(a) To the Shareholders’ Representative for further distribution to the Eagle Lake Shareholders, the Exchange Shares in accordance with Section 2.01, provided that the Parties acknowledge and agree that the Exchange Shares may be issued in book-entry format at the Company’s transfer agent, at the election of the Company; and
(b) To Eagle Lake a certificate of the Secretary of the Company, dated as of the Closing Date, and:
(i) attaching and certifying copies of (i) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein, and (ii) the Company Organizational Documents;
(ii) certifying that the conditions set forth in Section 5.03(b), Section 5.03(c), Section 5.03(d), Section 5.03(e) and Section 5.03(g) have been satisfied and that the statements therein are true and correct; and
(iii) attaching a certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.
Company Deliverables at the Closing. At the Closing, the Company shall:
(a) Record the Members in the books and records of the Company as the owners of the applicable portions of the Exchange Shares;
(b) Deliver to the Members’ Representative on behalf of the Members a certificate of an executive Officer of the Company, dated as of the Closing Date; and:
(i) certifying that the conditions set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c) have been satisfied and that the statements therein are true and correct; and
(ii) attaching a certificate of status issued by the Wyoming Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.
Company Deliverables at the Closing. At the Closing, the Company shall:
(a) Record the applicable Mobile Shareholder in the books and records of the Company as the owners of the applicable portions of the Closing Exchange Shares;
(b) Deliver to the Shareholder Representative on behalf of the Mobile Shareholder a certificate of the Secretary of the Company, dated as of the Closing Date, and:
(i) attaching and certifying copies of (i) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the Transactions, and (ii) the Company Organizational Documents;
(ii) certifying that the conditions set forth in Section 5.03(a) and Section 5.03(b) have been satisfied and that the statements therein are true and correct; and
(iii) attaching a certificate of status issued by the Colorado Secretary of State for the Company, dated as of a date within five (5) calendar days of the Closing Date.
Company Deliverables at the Closing. At the Closing, the Company shall deliver:
(a) To the Shareholders’ Representative for further distribution to the WOHG Shareholders, the Exchange Shares in accordance with Section 2.01;
(b) If such WOHG Shareholder has actually delivered a certificate for such WOHG Stock to the Company pursuant to Section 2.03(a), then to the Shareholders’ Representative for further distribution to the applicable WOHG Shareholders, a certificate evidencing the remaining shares of WOHG Stock to be held by such WOHG Shareholders following the Closing; and
(c) To WOHG a certificate of the Secretary of the Company, dated as of the Closing Date, and:
(i) attaching and certifying copies of (i) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other documents referenced herein and the completion of the transactions contemplated herein, and (ii) the Company Organizational Documents;
(ii) certifying that the conditions set forth in Section 5.03(b), Section 5.03(c), Section 5.03(d), Section 5.03(e) and Section 5.03(g) have been satisfied and that the statements therein are true and correct; and
(iii) attaching a certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.
Company Deliverables at the Closing. At the Closing, the Company shall deliver:
(a) Shall record each Magiclytics Shareholder as the owner of the applicable portion of the Exchange Shares delivered at the Closing, in accordance with Section 2.03(a), in the books and records of the Company (with the Parties acknowledging that the Exchange Shares shall not be certificated); and
(b) Shall deliver to the Shareholders’ Representative a certificate of status issued by the Nevada Secretary of State for the Company, dated as of a date within 5 days of the Closing Date.
