Deliveries by the Issuer. At the Closing, the Issuer shall deliver to the Subscriber:
(a) a stock certificate or stock certificates representing the Shares being purchased at the Closing, duly endorsed or accompanied by other duly executed instruments of transfer;
(b) an officer's or director's certificate of the Issuer certifying as to (i) resolutions of the Board of Directors of the Issuer authorizing the execution, delivery and performance of this Agreement and the transaction contemplated hereby (ii) a certificate of recent date as to the good standing of the Issuer in the jurisdiction of its incorporation (iii) the Certificate of Incorporation and by-laws of the Issuer as in effect on the date of such certificate; and
(c) acceptance of resignation of any member of Subscriber's current Board of Directors who notifies Issuer in writing that he intends to resign as a Director of Subscriber upon the Closing of the transaction contemplated hereby.
Deliveries by the Issuer. On or before the Closing, the Issuer shall deliver the following to Purchaser:
(a) the Transaction Documents, executed by the parties thereto;
(b) the Notes, executed by the Issuer;
(c) a true, correct and complete copy of the License Agreement and all written amendments, if any, thereto through the Closing Date (other than certain schedules to the License Agreement that have been omitted), which shall be in full force and effect;
(d) a copy of the Counterparty Instruction, which shall be certified by a Responsible Officer of the Parent as having been sent to the Counterparty on or prior to the Closing Date;
(e) a favorable opinion, dated as of the Closing Date, of counsel for the Issuer, in form and substance reasonably satisfactory to the Purchaser;
(f) such certificates of resolutions or other action, incumbency certificates with specimen signatures and/or other certificates of the secretary or assistant secretary of the Issuer as the Purchaser may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement;
(g) a certificate signed by a Responsible Officer of the Issuer certifying (i) that, as of the Closing Date, no Default or Event of Default has occurred and is continuing, and (ii) the representations and warranties of the Issuer contained in Article V or any other Transaction Document, or which are contained in any certificate furnished in connection with the closing of the transactions contemplated by the Transaction Documents, are true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
(h) such documents and certifications as the Purchaser may reasonably require to evidence that the Issuer is in good standing in its jurisdiction of formation;
(i) any and all certificates and other instruments evidencing the Issuer Pledged Equity, together with undated stock powers or assignments of such certificates duly executed and signed in blank; and
(j) evidence reasonably satisfactory to the Purchaser that after giving effect to the transactions contemplated by the Transaction Documents, neither Parent nor Issuer shall have any material Indebtedness for borrowed money other than the Notes.
Deliveries by the Issuer. Simultaneously with the execution of this Agreement, the Issuers hereby deliver:
Deliveries by the Issuer. At the Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 6, the Issuer shall deliver to 226, on its own behalf and on behalf of the 226 Shareholders:
(a) a certified true copy of the resolutions of the directors evidencing that the board of directors of the Issuer, have approved this Agreement and all of the transactions of the Issuer contemplated hereunder;
(b) a certificate signed by an officer of the Issuer confirming that the representations and warranties of the Issuer contained in this Agreement are true and correct in every respect as of Closing;
(c) the Issuer Consideration Shares duly registered in accordance with the instructions provided by each 226 Shareholder on their respective execution page hereof;
(d) resignations of the directors and officers of the Issuer not remaining with the Issuer;
(e) evidence satisfactory to 226 of the appointment of the directors and officers identified in Section 3.2;
(f) evidence satisfactory to 226 of the completion of the Name Change;
(g) such other materials that are, in the opinion of 226 acting reasonably, required to be delivered by the Issuer in order for the 226 Shareholders and/or 226 to meet their obligations under this Agreement; and
(h) evidence satisfactory to the 226 Shareholders, 226 and its legal counsel, acting reasonably, of the completion of all corporate proceedings of the Issuer and all other matters which, in the reasonable opinion of counsel for the 226 Shareholders and 226, are necessary in connection with the transactions contemplated by this Agreement.
Deliveries by the Issuer. At the Time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 6, the Issuer shall deliver to Pan Canadian, on its own behalf and on behalf of the Pan Canadian Shareholders:
(a) copies of the Pan Canadian Shareholder Consent Agreements duly executed by the Issuer, if not previously delivered
(b) the Issuer Consideration Shares duly registered in accordance with the instructions provided by the Pan Canadian Shareholders on their respective execution page hereof;
(c) such other materials that are, in the opinion of Pan Canadian acting reasonably, required to be delivered by the Issuer in order for Pan Canadian and/or the Pan Canadian Shareholders to meet their obligations under this Agreement.
Deliveries by the Issuer. At the time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 7, the Issuer shall deliver to Target:
(a) evidence of Regulatory Approval of the Transaction, if any;
(b) resignations of the directors and officers of the Issuer identified in Section 3.1 and a release of all claims against the Issuer up to the time of Closing by each such director and officer in form satisfactory to Target, acting reasonably;
(c) evidence satisfactory to Target of the appointment of the directors and officers identified in Section 3.2; and
(d) such other documents and instruments in connection with the Closing as may be reasonably requested by Target.
Deliveries by the Issuer. At the Time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 7, the Issuer shall deliver to Patriot, on its own behalf and on behalf of the Patriot Securityholders:
(a) the Issuer Consideration Shares duly registered in accordance with the instructions provided by each Patriot Securityholder on their respective execution page hereof;
(b) the Issuer Replacement Securities duly registered in accordance with the instructions provided by each applicable Patriot Securityholder on its respective execution page hereof;
(c) evidence of Regulatory Approval of the Transaction;
(d) an opinion of legal counsel, in such form acceptable to Patriot, respecting certain corporate and securities matters normally dealt with in transactions of this nature;
(e) the Certificate(s) referred to in sections 7.3(a) and 7.3(b) hereof, duly executed;
(f) resignations of the directors and officers of the Issuer identified in Section 3.1 and a release of all claims against the Issuer up to the Time of Closing by each such director and officer in form satisfactory to Patriot, acting reasonably;
(g) evidence satisfactory to Patriot of the appointment of the directors and officers identified in Section 3.2;
(h) evidence satisfactory to Patriot that the Issuer has Net Assets of at least $2,000,000;
(i) evidence satisfactory to Patriot of the grant and issuance of 4,000,000 incentive stock options as directed by Patriot;
(j) such other materials that are, in the opinion of Patriot acting reasonably, required to be delivered by the Issuer in order for the Patriot Securityholders and/or Patriot to meet their obligations under this Agreement; and
(k) evidence satisfactory to the Patriot Securityholders, Patriot and their legal counsel, acting reasonably, of the completion of all corporate proceedings of the Issuer and all other matters which, in the reasonable opinion of counsel for the Patriot Securityholders and Patriot, are necessary in connection with the transactions contemplated by this Agreement.
Deliveries by the Issuer. At the Time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 6, the Issuer shall deliver to Numberco, on its own behalf and on behalf of the Numberco Securityholders:
(a) the Issuer Consideration Shares duly registered in accordance with the instructions provided by each Numberco Securityholder on their respective execution page hereof;
(b) the Issuer Replacement Warrants duly registered in accordance with the instructions provided by each applicable Numberco Securityholder on its respective execution page hereof;
(c) such other materials that are, in the opinion of Numberco acting reasonably, required to be delivered by the Issuer in order for the Numberco Securityholders and/or Numberco to meet their obligations under this Agreement; and
(d) evidence satisfactory to the Numberco Securityholders, Numberco and their legal counsel, acting reasonably, of the completion of all corporate proceedings of the Issuer and all other matters which, in the reasonable opinion of counsel for the Numberco Securityholders and Numberco, are necessary in connection with the transactions contemplated by this Agreement.
Deliveries by the Issuer. Concurrently with the execution and delivery of this Agreement, the Issuer shall deliver, or cause to be delivered, the following to the Lender:
(a) on the date hereof, (i) a Convertible Note duly executed by the Issuer, (ii) Guaranty and Security Agreement (the “Guaranty and Security Agreement”), pursuant to which (A) Buyer and Harvest DCP of Nevada, LLC, a Nevada limited liability company (“HDCPNV”), each guarantee the obligations of the Issuer in respect of the Convertible Note and (B) Buyer and HDCPNV grant a security interest in certain collateral (collectively, the “Security”);
(b) on each subsequent applicable Closing Date, a Convertible Note duly executed by the Issuer.
Deliveries by the Issuer. At the Time of Closing on the Closing Date, upon the fulfilment or waiver of all of the conditions set out in Article 6, the Issuer shall deliver to UXD, on its own behalf and on behalf of the UXD Shareholders:
(a) evidence that the Issuer Consideration Shares have been duly registered in accordance with the instructions provided by each UXD Shareholder on their respective execution page hereof (but remain subject to the Escrow Agreement as agreed upon under this Agreement);
(b) a copy of the Escrow Agreement;
(c) such other materials that are, in the opinion of UXD acting reasonably, required to be delivered by the Issuer in order for the UXD Shareholders and/or UXD to meet their obligations under this Agreement; and
(d) evidence satisfactory to the UXD Shareholders, UXD and its legal counsel, acting reasonably, of the completion of all corporate proceedings of the Issuer and all other matters which, in the reasonable opinion of counsel for the UXD Shareholders and UXD, are necessary in connection with the transactions contemplated by this Agreement.
