Deliveries by the Purchaser. At the Time of Closing on the Closing Date, the Purchaser shall deliver to the Vendors: (a) certified true copies of the resolutions of the directors evidencing the approval of this Agreement and all of the transactions of the Purchaser contemplated hereunder; (b) certified true copies of the resolutions of the shareholders of the Purchaser evidencing the approval of this Agreement and the transactions contemplated hereunder; (c) share certificates representing the Purchaser Shares registered in the names of the Vendors; (d) a certificate signed by an authorized representative of the Purchaser that the representations and warranties of the Purchaser contained in this Agreement are true and correct in every respect as of the Time of Closing on the Closing Date; (e) if the parties settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other Closing documents as are listed on that closing agenda as Closing documents to be delivered by the Purchaser; and (f) if the parties choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of the Vendors and the Company acting reasonably, required to be delivered by The Purchaser in order for it to meet its obligations under this Agreement.
Appears in 5 contracts
Samples: Share Exchange Agreement (Magenta Media (Us) Inc), Share Exchange Agreement (Mobilemail (Us) Inc.), Share Exchange Agreement (Infrablue (Us) Inc.)
Deliveries by the Purchaser. At the Time of Closing on the Closing Date, the Purchaser shall deliver to the Vendors:
(a) certified true copies of the resolutions of the directors evidencing the approval of this Agreement and all of the transactions of the Purchaser contemplated hereunder;
(b) certified true copies of the resolutions of the shareholders of the Purchaser evidencing the approval of this Agreement and the transactions contemplated hereunder;
(c) share certificates representing the Purchaser Shares registered in the names of the Vendors;
(d) a certificate signed by an authorized representative of the Purchaser that the representations and warranties of the Purchaser contained in this Agreement are true and correct in every respect as of the Time of Closing on the Closing Date;
(e) if the parties settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other Closing documents as are listed on that closing agenda as Closing documents to be delivered by the Purchaser; and
(f) if the parties choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of the Vendors and the Company acting reasonably, required to be delivered by The the Purchaser in order for it to meet its obligations under this Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Coloured (Us) Inc.), Share Exchange Agreement (Playbox (Us) Inc.)