Company Deliveries. The Company shall deliver to Buyer at or prior to the Closing, each of the following:
(i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in Section 6.10(b), 7.3(a) and Sections 7.3(c) through 7.3(i) inclusive has been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) articles, (B) bylaws, (C) board resolutions approving the Share Purchase and adopting this Agreement, and (D) other matters in Buyer’s reasonable discretion;
(iii) a written opinion from Company Counsel, covering the matters set forth on Exhibit A, dated as of the Closing Date and addressed to Buyer;
(iv) the General Escrow Agreement and the Separate Escrow Agreement, each dated as of the Closing Date and executed by the Closing Company Shareholders and the Shareholders’ Agent;
(v) the Employment Documentation, as provided by Buyer, executed by as many of the individuals set forth in Schedule 7.3(f) as is possible, consistent with Section 6.10(a);
(vi) evidence satisfactory to Buyer of (A) the resignation and release of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Closing, and (B) if requested by Buyer, the appointment of new officers and directors of the Company and of each Subsidiary which appointments are to become effective at the Closing;
(vii) the Consulting Agreement duly executed by the Designated Contractor;
(viii) unless otherwise requested by Buyer in writing no less than three Business Days prior to the Closing Date, (A) a true, correct and complete copy of resolutions adopted by the Company Board, certified by the Secretary of the Company, authorizing the termination of each or all of the Company Employee Plans that are “employee benefit plans” subject to ERISA, including the Company’s 401(k) Plan (the “401(k) Plan”), and (B) an amendment to the 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the Tax-qualified status of the 401(k) Plan shall be maintained at the time of its termination, with such amendment and termination to be effective on the d...
Company Deliveries. On or before the Closing Date, the Company shall execute and deliver the Company Documents to the Escrow Agent.
Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days after the Closing, the Company shall deliver to the Buyer the certificates representing the Shares.
Company Deliveries. At the Closing, or within a reasonable time after the Closing, the Company shall issue to the Buyer the Shares and make the necessary entries in the Register of Members of the Company.
Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days after the Closing, the Company shall issue the Shares and shall register, or arrange for the registration of, the Shares in the Company’s register of members.
Company Deliveries. The Company shall deliver to Acquirer, at or prior to the Closing, each of the following:
(i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, to the effect that each of the conditions set forth in clause (a) of Section 6.3 has been satisfied;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Secretary, certifying the Company’s (A) Restated Charter, (B) Bylaws, (C) board resolutions by which the Board of Directors of the Company unanimously (i) determined that the Mergers are fair to, and in the best interests of, the Company and its stockholders, (ii) adopted this Agreement in accordance with Delaware Law, (iii) directed that this Agreement be submitted to the holders of Company Capital Stock for their adoption, and (iv) recommended that the holders of Company Capital Stock vote in favor of the adoption of this Agreement; with such certificate to be updated upon receipt of the Stockholder Approval to certify the Company’s stockholder resolutions adopting this Agreement and approving the Mergers and the other transactions contemplated by this Agreement and other matters in Acquirer’s reasonable discretion;
(iii) a certificate from the Secretaries of State of the States of Delaware, California, Arizona (and the appropriate governmental authorities in Taiwan and India) and each other State or other jurisdiction in which the Company or any Subsidiary is qualified to do business as a foreign corporation, dated within three (3) days prior to the Closing Date and certifying that the Company or such Subsidiary is in good standing;
(iv) the Company Closing Financial Certificate in a form reasonably acceptable to Acquirer (and in that regard the Company shall have provided to Acquirer reasonable access to the Company’s books and records to the extent necessary to enable Acquirer to conduct a reasonable review of the certificate and the calculations contained thereon).
(v) the Company Stockholder Consent executed by each Company Stockholder listed on Exhibit B-1;
(vi) evidence satisfactory to Acquirer of the resignation of each of the directors and each of the officers of the Company and of each Subsidiary in office immediately prior to the Closing as directors and/or officers, as applicable, of the Company and of each such Subsidiary, effective no later than immediately prior to the Effective Time;
(vii) a Parachute Payment Waiver, in substantially the form ...
Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days after Closing, the Company shall place the shares in an escrow account subject to restrictions until six (6) months after the Company completes a business combination.
Company Deliveries. At the Closing, the Company shall deliver to Investor stock certificates representing the Shares to be received by Investor.
Company Deliveries. On or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Investor participating at the Closing the following:
(a) this Agreement duly executed by the Company;
(b) a Note in the principal amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor;
(c) the Warrants in the amount set forth on Schedule A next to the Investor’s name, comprising part of the Units being purchased by such Investor, registered in the name of such Investor;
(d) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 5.3 as adopted by the Company’s Board of Directors in the form annexed hereto as Schedule 3.1; and (ii) the Certificate of Incorporation and the Bylaws of the Company, each as in effect at such Closing, provided that, at any Closing after the initial Closing, the Company shall not be required to attach copies of the Certificate of Incorporation or Bylaws, except in the event that either document has been amended or otherwise modified since the immediately preceding Closing;
(e) a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that the representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date; and
(f) a recent (i.e., dated within five (5) days prior to the Closing Date) good standing certificate regarding the Company from the office of the Secretary of State of the State of Nevada.
Company Deliveries. At the Closing, subject to the terms ------------------ and conditions of this Agreement, the Company will deliver, or cause to be delivered, to the Purchaser:
(a) The Purchased Securities, free and clear of any Liens, encumbrances or interests of any other party other than restrictions on transfer imposed by federal and state securities Laws and those imposed by Purchaser;
(b) The Registration Rights Agreement in substantially the form attached to this Agreement as Exhibit D, which shall have been duly executed by --------- the Company;
(c) The Pledge and Security Agreement in substantially the form attached to this Agreement as Exhibit C, which shall have been duly executed by --------- the Company;
(d) The original certificate representing a 25% interest in Exploration Holding Co., L.L.C. along with a unit power executed in blank;
(e) Copies of the UCC-1s evidencing that the same has been filed as required by the Pledge and Security Agreement;
(f) The consent required pursuant to Section 3.03 of the Company Agreement of Exploration Holding Co, L.L.C. permitting the pledge of the interests under the Pledge and Security Agreement;
(g) Waiver of Fortuna Energy LP's right to participate in this offering;
(h) Copies of the Articles of the Company, certified by the Secretary of State of the State of Nevada, dated as of a recent date;
(i) A certificate of the Secretary of State of the State of Nevada, dated as of a recent date, that the Company is in good standing;
(j) A cross-receipt, dated the Closing Date, executed by the Company and delivered to the Purchaser certifying that it has received the Purchase Price with respect to the Purchased Securities issued and sold to the Purchaser;
(k) An officer's certificate of the Company substantially in the form attached to this Agreement as Exhibit E; and ----------
(l) An opinion addressed to the Purchaser from James Hughes dated the Closing Date, substantially similar xx xxxxxxxxe to the form of opinion attached to this Agreement as Exhibit F. ----------
