Deliveries by the Company on or prior to the Closing. On or prior to the Closing, in addition to any items the delivery of which is made an express condition to the Purchaser’s obligations at the Closing pursuant to Section 7, the Company shall deliver to the Purchaser: (a) a copy of duly executed written resolutions or minutes of the duly called and duly held meetings of each of the shareholders and the directors of the Company, in a form satisfactory to the Purchaser, in which it is validly resolved (i) to approve and adopt the Restated Articles with effect on or prior to the Closing Date, (ii) to approve the entry and execution of the Transaction Documents, and (iii) to approve and authorize the transactions contemplated under the Transaction Documents; (b) a copy of the updated register of members of the Company evidencing the Purchaser as the holder of the Purchased Shares as at the Closing Date, certified by the registered agent of the Company as a true and complete copy as of the Closing Date; (c) if applicable, a copy of the updated register of directors of the Company evidencing a designee of the Purchaser is appointed as a director, certified by the registered agent of the Company as a true and complete copy as of the Closing Date; (d) a duly signed share certificate issued in the name of the Purchaser representing the Purchased Shares; and (e) a counterpart signature page to the Shareholders Agreement, duly executed by the parties thereto (except the Purchaser).
Appears in 2 contracts
Samples: Share Subscription Agreement (9F Inc.), Share Subscription Agreement (9F Inc.)
Deliveries by the Company on or prior to the Closing. On or prior to the Closing, in addition to any items the delivery of which is made an express condition to the Purchaser’s obligations at the Closing pursuant to Section 7Section7, the Company shall deliver to the Purchaser:
(a) a copy of duly executed written resolutions or minutes of the duly called and duly held meetings of each of the shareholders and the directors of the Company, in a form satisfactory to the Purchaser, in which it is validly resolved (i) to approve and adopt the Restated Articles with effect on or prior to the Closing Date, (ii) to approve the entry and execution of the Transaction Documents, and (iii) to approve and authorize the transactions contemplated under the Transaction Documents;
(b) a copy of the updated register of members of the Company evidencing the Purchaser as the holder of the Purchased Shares as at the Closing Date, certified by the registered agent of the Company as a true and complete copy as of the Closing Date;
(c) if applicable, a copy of the updated register of directors of the Company evidencing a designee of the Purchaser is appointed as a director, certified by the registered agent of the Company as a true and complete copy as of the Closing Date;
(d) a duly signed share certificate issued in the name of the Purchaser representing the Purchased Shares; and
(ed) a counterpart signature page to the Shareholders Agreement, duly executed by the parties thereto (except the Purchaser).
Appears in 2 contracts
Samples: Share Subscription Agreement (9F Inc.), Share Subscription Agreement (9F Inc.)