Company’s Deliveries at Closing. At the Closing, the following documents shall be delivered (or caused to be delivered) by the Company to the Target and each of the Selling Members:
(a) Certificates representing such Selling Member’s pro-rata share of the Shares as more particularly set forth opposite such Selling Member’s name on Exhibit A hereto;
(b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing;
(c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares;
(d) Evidence of Company’s assumption of Target’s obligations under the Subscription Agreement, including issuance of the Right to PCP;
(e) Written resignations of the Existing Officers effective as of the Closing Date in form satisfactory to Target and the Selling Members;
(f) Resolutions of the Board of Directors of the Company, as applicable, appointing the Target Directors and Target Officers of the Company effective as of the Closing Date in form satisfactory to the Target and the Selling Members;
(g) A fully executed Restricted Stock Agreement by and between the Company and (i) Xxxxxxx Xxxxxxxx (the “Krischer Restricted Stock Agreement”) and (ii) Xxxxxxx Xxxx (the “Daou Restricted Stock Agreement,” together with the Krischer Restricted Stock Agreement, the “Restricted Stock Agreements”) in form and substance reasonably satisfactory to the Company, duly executed by the Company;
(h) Employment agreements by and between the Company and each of (i) Xxxxxxx Xxxx; (ii) Xxxxxxxx Xxxxxxxx; and (iii) Xxxxxxx Xxxxxxxx, each duly executed by the Company;
(i) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing.
(j) evidence, in form and substance satisfactory to the Target, setting forth the agreement of holders of not less than 32,712,176 shares of Common Stock to submit their shares for cancellation (the “Cancelled Shares”);
(k) Any notices...
Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to Target and the Selling Stockholders all of the following:
(a) Certificates representing the Initial Shares, registered in the names of the Selling Stockholders;
(b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) all representations and warranties of the Company made herein are true and correct as of the Closing Date; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing.
(c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement;
(d) Written resignations of the officers of the Company effective as of the Closing Date in form satisfactory to Target and the Selling Stockholders;
(e) Written resignations of the directors of the Company to be effective as of effective date of the 14F Information Statement (as defined in Section 6.3);
(f) A form of Amendment (as defined in Section 6.1);
(g) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of the Closing;
(h) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor;
(i) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and
(j) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.
Company’s Deliveries at Closing. Provided that all of the conditions to the closing set forth in Article 8, below, have been satisfied or waived from the Party benefitting therefrom, Company shall execute and deliver or cause to be delivered to FNFI at the Closing the following:
(a) An Officer's Certificate dated the Closing Date substantially in the form of Exhibit "D" hereto;
Company’s Deliveries at Closing. At the Closing, the Company shall deliver or cause to be delivered to the Parent all of the following:
(a) the Certificates that immediately prior to the Effective Time represented outstanding Company Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c), together with a duly executed letter of transmittal;
(b) the corporate minute book, seal, and stock ledger of the Company;
(c) evidence that the Company has obtained on terms and conditions reasonably satisfactory to the Company all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or (ii) in order to prevent a material breach of, a default under or a termination, material change in the terms or conditions or material modification of, any Contract as a result of the consummation of the transaction contemplated hereby;
(d) original counterparts to the Investor Representation Letters duly executed by each Shareholder;
Company’s Deliveries at Closing. At the Closing, the Company ------------------------------- shall deliver or cause to be delivered to the Selling Stockholders all of the following:
(a) certificates representing the Company Shares, registered in the names of the Selling Stockholders;
(b) Officer's Certificates signed by Xxxx Xxxxxx in the form attached hereto as Exhibit "B";
(c) certified resolutions of the Board of Directors of the Company authorizing consummation of the transactions contemplated by this Agreement;
(d) a certified list of the record holders of the Common Stock evidencing that the Company has 2,500,000 shares of Common Stock issued and outstanding; and
(e) such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.
Company’s Deliveries at Closing. At or prior to the Closing, the Company shall deliver or cause to be delivered to Coliance and the Selling Stockholders all of the following:
(a) Certificates representing the Company Common and Preferred Shares, registered in the names of the Selling Stockholders;
(b) An Officer’s Certificate signed by the Company’s president in the form attached hereto as Exhibit C;
(c) Certified resolutions of the Board of Directors of the Company in the form attached hereto as Exhibit D (i) authorizing the consummation of the transactions contemplated by this Agreement; and (ii) electing the persons designated as officers and directors of the Company and Coliance effective as of the Closing Date.
(d) A certificate of good standing of the Company from the State of Utah as of the most recent practicable date.
(e) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.
Company’s Deliveries at Closing. At the Closing, the following documents shall be delivered (or caused to be delivered) by the Company to the Target and each of the Selling Shareholders:
(a) Certificates in the name of each Selling Shareholder representing that amount of Shares set forth opposite such Selling Shareholder’s name on Exhibit A hereto;
(b) A certificate of an officer of the Company, in a form and substance reasonably acceptable to the Target, dated as of the Closing Date, certifying that (i) the provisions of Section 5.2(b) have been satisfied; and (ii) the Company has performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing;
(c) Certified resolutions of the Board of Directors of the Company authorizing the consummation of the transactions contemplated by this Agreement, including, without limitation, resolutions authorizing the issuance of the Shares;
(d) A Form D pursuant to Regulation D promulgated under the Securities Act, the filing of which will be effected within fifteen (15) days of Closing.
(e) Any notices of sales required to be filed with the applicable federal and state agencies, which will be filed within the applicable periods therefor;
(f) A certificate of good standing of the Company from the State of Nevada as of the most recent practicable date; and
Company’s Deliveries at Closing. At or prior to the Closing, the Company shall deliver or cause to be delivered to PC Mailbox and the Selling Stockholders all of the following:
(a) Certificates representing the Company Shares, registered in the names of the Selling Stockholders;
(b) An Officer's Certificate signed by the Company's president in the form attached hereto as Exhibit C;
(c) Certified resolutions of the Board of Directors of the Company in the form attached hereto as Exhibit D (i) authorizing the consummation of the transactions contemplated by this Agreement;
(d) A certificate of good standing of the Company from the State of Utah as of the most recent practicable date; and
(e) Such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.
Company’s Deliveries at Closing. At the Closing, the Company ------------------------------- shall deliver or cause to be delivered to the Selling Shareholders all of the following:
(a) certificates representing the Company Shares, registered in the names of the Selling Shareholders; and
(b) such other documents and instruments as shall be reasonably necessary to effect the transactions contemplated hereby.
Company’s Deliveries at Closing. All documents and instruments as Sellers shall deem reasonably necessary to effect the transactions contemplated hereby.
