Common use of Deliveries by the Corporation Clause in Contracts

Deliveries by the Corporation. At the Closing, the Corporation shall deliver to Purchaser the following: (1) A certificate or certificates registered in Purchaser's name, representing all of the Shares. (2) A copy of the resolutions of the Board of Directors of the Corporation, as certified as of the date of the Closing by the Secretary of the Corporation, as being true, correct and complete and in full force and effect, authorizing the execution, delivery and performance of this Agreement by the Corporation, the authorization, sale, issuance and delivery of the Shares, and the performance of the Corporation's obligations hereunder. (3) A certificate of the Corporation signed by an authorized officer of the Corporation certifying that the representations and warranties of the Corporation made herein are true, complete and correct in all material respects as of the date of this Agreement and are true and correct as of the date of the Closing, and the Corporation has in all material respects performed all obligations and agreements and complied with all covenants required to be performed or complied with by the Corporation on or prior to the Closing. (4) The legal opinion required by Section 6.2(d) and such other certificates, instruments or documents as Purchaser may reasonably request in order to effect and document the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase and Option Agreement (Security First Technologies Corp), Stock Purchase and Option Agreement (Intuit Inc)

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Deliveries by the Corporation. At the Closing, the Corporation shall deliver to Purchaser the following: (1) A certificate or certificates registered in Purchaser's name, representing all of the Shares. (2) A copy of the resolutions of the Board of Directors of the Corporation, as certified as of the date of the Closing Date by the Secretary of the Corporation, as being true, correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement by the Corporation, the authorization, sale, issuance and delivery of the Shares, and the performance of the Corporation's obligations hereunder. (3) A certificate of the Corporation signed by an authorized officer of the Corporation certifying that the representations and warranties of the Corporation made herein are true, complete and correct in all material respects as of the date of this Agreement and are true and correct as of the date of the Closing, and the Corporation has in all material respects performed all obligations and agreements and complied with all covenants required to be performed or complied with by the Corporation on or prior to the Closing. (4) The legal opinion required by Section 6.2(d) and such Such other certificates, instruments or documents as Purchaser may reasonably request in order to effect and document the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security First Technologies Corp)

Deliveries by the Corporation. At the Closing, the Corporation shall deliver to each Purchaser the following: (1) A certificate or certificates registered in Purchaser's name, representing all of the SharesShares purchased by such Purchaser. (2) A copy of the resolutions of the Board of Directors of the Corporation, as certified as of the date of the Closing by the Secretary of the Corporation, as being true, correct and complete and in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Corporation, the authorization, sale, issuance and delivery of the Shares, and the performance of the Corporation's obligations hereunder. (3) A certificate of the Corporation signed by an authorized officer of the Corporation certifying that the representations and warranties of the Corporation made herein are were true, complete and correct in all material respects as of the date of this Agreement and are true and correct as of the date of the Closing, and the Corporation has in all material respects performed all obligations and agreements and complied with all covenants required to be performed or complied with by the Corporation on or prior to the Closing. (4) The legal opinion required by Section 6.2(d) and such Such other certificates, instruments or documents as Purchaser may reasonably request in order to effect and document the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (S1 Corp /De/)

Deliveries by the Corporation. At the Closing, the Corporation shall deliver to Purchaser the following: (1) A certificate or certificates Certificates registered in Purchaser's name, representing all of the Preferred Shares. (2) A copy of the resolutions of the Board of Directors of the Corporation, as Corporation certified as of the date of the Closing by the Secretary of the Corporation, as being true, correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement by the Corporation, the authorization, sale, issuance and delivery of the Preferred Shares, and the performance of the Corporation's obligations hereunder. (3) A certificate of the Corporation signed by an authorized officer the President of the Corporation certifying that the representations and warranties of the Corporation made herein are true, complete and correct in all material respects as of the date of this Agreement and are true and correct as of the date of the ClosingClosing Date, and the Corporation has in all material respects performed all obligations and agreements and complied with all covenants required to be performed or complied with by the Corporation on or prior to the Closing. (4) The legal opinion required by Section 6.2(d) and such Such other certificates, instruments or documents as Purchaser may reasonably request in order to effect and document the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security First Technologies Corp)

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Deliveries by the Corporation. At the Closing, the Corporation shall deliver to Purchaser the following: (1) A certificate or certificates registered in Purchaser's name, representing all of the Shares. (2) A copy of the resolutions of the Board of Directors of the Corporation, as certified as of the date of the Closing Date by the Secretary of the Corporation, as being true, correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement by the Corporation, the authorization, sale, issuance and delivery of the Shares, and the performance of the Corporation's obligations hereunder. (3) A certificate of the Corporation signed by an authorized officer of the Corporation certifying that the representations and warranties of the Corporation made herein are true, complete and correct in all material respects as of the date of this Agreement and are true and correct as of the date of the Closing, and the Corporation has in all material respects performed all obligations and agreements and complied with all covenants required to be performed or complied with by the Corporation on or prior to the Closing. (4) The legal An opinion required by of counsel as described in Section 6.2(d6.2(c) and such above. (5) Such other certificates, instruments or documents as Purchaser may reasonably request in order to effect and document the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Security First Technologies Corp)

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