Common use of Deliveries by the Seller and the Company Clause in Contracts

Deliveries by the Seller and the Company. Subject to the terms and conditions hereof, the Seller and the Company shall deliver the following to the Purchaser at or before the Closing: (a) certificates, duly endorsed for transfer or accompanied by a duly executed blank stock power, in either case with medallion signature guarantees, and with evidence of payment of any applicable stamp or transfer taxes, representing all of the Shares; (b) certified resolutions of the Seller’s board of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation of the certificates representing all of the Shares; (c) the corporate minute book of the Company, including the articles of incorporation, as amended, the bylaws, as amended, all minutes of the stockholders, board of directors, and committees thereof, and the corporate seal; (d) all stock ledgers for all series of preferred stock of the Company; (e) a certified list of common stockholders from the Company’s transfer agent, dated as of the date of Closing; (f) all accounting books and records for the Company commencing January 1, 2001 through the present; (g) all SEC XXXXX codes for the Company; (h) resolutions of the board of directors appointing Xxxxx Xxxxxxx as a director of the Company, effective as of the Closing; (i) resignations of all officers and directors of the Company, effective [as of the Closing]; (j) a letter of instruction to the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the transfer agent of the change of officers and directors contemplated by this Agreement; (k) a letter to the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the certifying accountants of the change of officers and directors contemplated by this Agreement; (l) evidence satisfactory to the Purchaser that all Liabilities of the Company have been satisfied, compromised, or otherwise extinguished as of the Closing; (m) evidence that the Company and/or the Seller have obtained on terms and conditions reasonably satisfactory to the Purchaser 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 Material Agreement as a result of the consummation of the transaction contemplated hereby; and (n) certificates of the Company and the Seller, in form and substance reasonably satisfactory to the Purchaser, dated the Closing Date, certifying compliance with the conditions set forth in Sections 4.2(a) and 4.2(b).

Deliveries by the Seller and the Company. Subject to At the terms and conditions hereofClosing, the Seller and and/or the Company shall deliver the following to the Purchaser at or before Buyer the Closingfollowing: (a) certificates, duly endorsed for transfer or accompanied A certificate issued by a duly executed blank stock power, in either case with medallion signature guarantees, and with evidence the Nevada Secretary of payment of any applicable stamp or transfer taxes, representing all State as to the good standing of the SharesCompany, dated within two days of the Closing Date; (b) certified resolutions A true and complete copy of the Seller’s board Articles of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation Incorporation of the certificates representing all Company as in effect as of the Sharesdate of the Closing, certified by the Secretary of State of Nevada; (c) the corporate minute book A true and correct copy of the Company, including the articles of incorporation, as amended, the bylaws, as amended, all minutes By-Laws of the stockholdersCompany as in effect as of the date of the Closing, board of directors, and committees thereof, and certified by the corporate seal; (d) all stock ledgers for all series of preferred stock Secretary of the Company; (d) Notarized board resolutions authorizing all transactions contemplated by this Agreement, including, without limitation with respect to the appointment of the officers and directors provided for in Section 7.7 below; (e) a certified list Duly executed resignations of common stockholders from all of the Company’s transfer agentofficer and director, dated with the resignation of the Seller as a director being effective as of the date of ClosingClosing Date; (f) Copies of all accounting books and records tax returns filed by the Company, including contact information for the Company commencing January 1, 2001 through the present; (g) all SEC XXXXX codes accountants and auditors for the Company; (g) SEC XXXXX filing codes, including passphrase; (h) resolutions Copies of all correspondence between the board of directors appointing Xxxxx Xxxxxxx as a director of Company and the CompanySEC, effective as of the ClosingFINRA and any other regulatory agency; (i) resignations Copy of all officers and directors of the Company, effective [as of the Closing]CUSIP confirmation indicating current CUSIP number; (j) a letter of instruction to the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx on behalf Certified list of the Company advising stockholders from the transfer agent of the change of officers and directors contemplated by this AgreementCompany; (k) a letter to The Company’s original minute books containing the resolutions and actions by written consent of the directors and stockholders of the Company and the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx on behalf of other original books and records, including the Company advising Company’s financial and accounting records (including the certifying accountants of the change of officers Company’s general ledger), all banking records and directors contemplated by this Agreementother regulatory filings in whatever media they exist, including paper and electronic media; (l) evidence satisfactory to Letter from COSMET terminating its agreement with the Purchaser that all Liabilities Company and a general release executed in favor of the Company have been satisfied, compromised, or otherwise extinguished as of the Closingand its affiliates; (m) evidence that the Company and/or the Seller have obtained on terms and conditions reasonably satisfactory to the Purchaser Copies of all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation bank statements 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 Material Agreement as a result of the consummation of the transaction contemplated herebyCompany; and (n) certificates All other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing, all of the Company Company’s original books of account and the Sellerrecord, in form and substance reasonably satisfactory any other documents or records relating to the Purchaser, dated the Closing Date, certifying compliance Company’s business reasonably requested by Buyer in connection with the conditions set forth in Sections 4.2(a) and 4.2(b)this Agreement.

Deliveries by the Seller and the Company. Subject to At the terms and conditions hereofClosing, the Seller and and/or the Company shall deliver the following to the Purchaser at or before Buyer the Closingfollowing: (a) certificates, duly endorsed for transfer or accompanied A certificate issued by a duly executed blank stock power, in either case with medallion signature guarantees, and with evidence the Nevada Secretary of payment of any applicable stamp or transfer taxes, representing all State as to the good standing of the SharesCompany, dated within two days of the Closing Date; (b) certified resolutions A true and complete copy of the Seller’s board Articles of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation Incorporation of the certificates representing all Company as in effect as of the Sharesdate of the Closing, certified by the Secretary of State of Nevada; (c) the corporate minute book A true and correct copy of the Company, including the articles of incorporation, as amended, the bylaws, as amended, all minutes By-Laws of the stockholdersCompany as in effect as of the date of the Closing, board of directors, and committees thereof, and certified by the corporate seal; (d) all stock ledgers for all series of preferred stock Secretary of the Company; (d) Notarized board resolutions authorizing all transactions contemplated by this Agreement, including, without limitation with respect to the appointment of the officers and directors provided for in Section 7.7 below; (e) a certified list Duly executed resignations of common stockholders from all of the Company’s transfer agentofficer and director, dated with the resignation of the Seller as a director being effective as of the date of ClosingClosing Date; (f) Copies of all accounting books and records for tax returns filed by the Company commencing January 1, 2001 through the presentCompany; (g) Evidence that the Company’s Annual Report on Form 10-K for the year ended April 30, 2014 (the “Form 10-K”) was filed with the Securities and Exchange Commission (the “SEC”); (h) Copies of all SEC XXXXX codes for correspondence between the Company and the SEC, FINRA and any other regulatory agency; (i) Copy of CUSIP confirmation indicating current CUSIP number; (j) Certified list of the stockholders from the transfer agent of the Company; (hk) The Company’s original minute books containing the resolutions and actions by written consent of the board of directors appointing Xxxxx Xxxxxxx as a director of the Company, effective as of the Closing; (i) resignations of all officers and directors of the Company, effective [as of the Closing]; (j) a letter of instruction to the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the transfer agent of the change of officers and directors contemplated by this Agreement; (k) a letter to the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the certifying accountants of the change of officers and directors contemplated by this Agreement; (l) evidence satisfactory to the Purchaser that all Liabilities of the Company have been satisfied, compromised, or otherwise extinguished as of the Closing; (m) evidence that the Company and/or the Seller have obtained on terms and conditions reasonably satisfactory to the Purchaser 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 Material Agreement as a result of the consummation of the transaction contemplated hereby; and (n) certificates stockholders of the Company and the SellerCompany’s other original books and records, including the Company’s financial and accounting records (including the Company’s general ledger), all banking records and federal and state tax and other regulatory filings and filing codes (including SEC XXXXX filing codes, including without limitation, the passphrase of the Company) in form whatever media they exist, including paper and substance reasonably satisfactory electronic media; and (l) All other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing, all of the Company’s original books of account and record, and any other documents or records relating to the Purchaser, dated the Closing Date, certifying compliance Company’s business reasonably requested by Buyer in connection with the conditions set forth in Sections 4.2(a) and 4.2(b)this Agreement.

Deliveries by the Seller and the Company. Subject to At the terms and conditions hereofClosing, the Seller and the Company shall deliver to Buyer the following to the Purchaser at or before the Closingfollowing: (a) certificatesCertificate(s) representing the Shares, signature medallion guaranteed, duly endorsed for transfer or accompanied by a duly executed blank stock power, in either case with medallion signature guaranteesSeller, and with evidence of payment of any applicable stamp all other documents, instruments and writings required or requested by the Buyer and/or its counsel evidencing the transfer taxes, representing all of the SharesShares to Buyer, including confirmation from the transfer agent of the Company of such transfer; (b) certified resolutions A certificate issued by the Nevada Secretary of State as to the good standing of the Seller’s board of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation Company as of the certificates representing all date within two business days of the SharesClosing; (c) the corporate minute book A true and complete copy of the Company, including the articles Articles of incorporation, as amended, the bylaws, as amended, all minutes Incorporation of the stockholdersCompany as in effect as of the date of the Closing, board certified by the Secretary of directors, and committees thereof, and the corporate sealState of Nevada; (d) all stock ledgers for all series A true and correct copy of preferred stock the By-Laws of the Company as in effect as of the date of the Closing, certified by the Secretary of the Company; (e) a certified list of common stockholders from Board Resolutions authorizing all transactions contemplated by this Agreement, including, without limitation with respect to the Company’s transfer agent, dated as appointment of the date of Closingofficers and directors provided for in this Agreement; (f) Copies of all accounting books federal and records for state tax returns filed by the Company commencing January 1, 2001 through the presentCompany; (g) all SEC XXXXX filing codes for of the Company; (h) resolutions Copy of the board of directors appointing Xxxxx Xxxxxxx as a director of the Company, effective as of the ClosingCUSIP confirmation indicating current number; (i) resignations Certified list of all officers and directors of stockholders from the transfer agent for the Company, effective [as of the Closing]; (j) a letter of instruction to All FINRA correspondence in connection with the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the transfer agent of the change of officers and directors contemplated by this Agreementforward stock split effectuated June 2013; (k) a letter to The Company’s original minute books containing the resolutions and actions by written consent of the directors and stockholders of the Company and the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx on behalf of other original books and records, including the Company advising Company’s financial and accounting records (including the certifying accountants of the change of officers Company’s general ledger), all banking records and directors contemplated by this Agreementother regulatory filings and filing codes in whatever media they exist, including paper and electronic media; (l) evidence satisfactory to the Purchaser that Duly executed and notarized resignations of all Liabilities of the Company have been satisfiedCompany’s officers and directors, compromised, or otherwise extinguished with the resignation of Mr. Ngitew as a director being effective only 10 days after the filing and distribution of the Closing;a Schedule 14f-1 Information Statement; and (m) evidence that All other documents, instruments and writings required by this Agreement to be delivered by the Company and/or at the Seller have obtained on terms Closing, all of the Company’s original books of account and conditions reasonably satisfactory record, and any other documents or records relating to the Purchaser all consents and approvals of third parties (including Governmental Authorities) that are required (i) for the consummation of the transactions contemplated hereby or (ii) Company’s business requested by Buyer 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 Material Agreement as a result of the consummation of the transaction contemplated hereby; and (n) certificates of the Company and the Seller, in form and substance reasonably satisfactory to the Purchaser, dated the Closing Date, certifying compliance connection with the conditions set forth in Sections 4.2(a) and 4.2(b)this Agreement.

Deliveries by the Seller and the Company. Subject to At the terms and conditions hereofClosing, the Seller and and/or the Company shall deliver the following to the Purchaser at or before Buyer the Closingfollowing: (a) certificates, duly endorsed for transfer or accompanied A certificate issued by a duly executed blank stock power, in either case with medallion signature guarantees, and with evidence the Nevada Secretary of payment of any applicable stamp or transfer taxes, representing all State as to the good standing of the SharesCompany, dated within two days of the Closing Date; (b) certified resolutions A true and complete copy of the Seller’s board Articles of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation Incorporation of the certificates representing all Company as in effect as of the Sharesdate of the Closing, certified by the Secretary of State of Nevada; (c) the corporate minute book A true and correct copy of the Company, including the articles of incorporation, as amended, the bylaws, as amended, all minutes By-Laws of the stockholdersCompany as in effect as of the date of the Closing, board of directors, and committees thereof, and certified by the corporate seal; (d) all stock ledgers for all series of preferred stock Secretary of the Company; (d) Notarized board resolutions authorizing all transactions contemplated by this Agreement, including, without limitation with respect to the appointment of the Buyer as the sole officer and as a director as provided for in Section 7.7 below; (e) a certified list Notarized executed resignation of common stockholders from Seller as an officer of the Company’s transfer agent, dated being effective as of the date of ClosingClosing Date; (f) Copies of all accounting books and records for bank statements of the Company commencing January 1, 2001 through the presentCompany; (g) all SEC XXXXX codes for Notification from the Internal Revenue Service evidencing the EIN of the Company; (h) resolutions of the board of directors appointing Xxxxx Xxxxxxx as a director of Evidence that the Company’s Report on Form 10-Q for the quarter ended April 30, effective as of 2015 (the Closing“Form 10-Q”) was filed with the Securities and Exchange Commission (the “SEC”) on or before June 15, 2015; (i) resignations Copies of all officers correspondence between the Company and directors of the CompanySEC, effective [as of the Closing]FINRA and any other regulatory agency; (j) a letter Copy of instruction CUSIP confirmation indicating current CUSIP number; (k) Release to the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx on behalf Company from the Seller of all liabilities and claims; (l) Certified list of the Company advising stockholders from the transfer agent of the change of officers and directors contemplated by this Agreement; (k) a letter to the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx on behalf of the Company advising the certifying accountants of the change of officers and directors contemplated by this Agreement; (l) evidence satisfactory to the Purchaser that all Liabilities of the Company have been satisfied, compromised, or otherwise extinguished as of the Closing; (m) evidence that The Company’s original minute books containing the resolutions and actions by written consent of the directors and stockholders of the Company and/or and the Seller have obtained on terms Company’s other original books and conditions reasonably satisfactory to records, including the Purchaser all consents Company’s financial and approvals of third parties accounting records (including Governmental Authorities) that are required the Company’s general ledger), work papers, all banking records and filing codes (i) for including SEC XXXXX filing codes, including without limitation, the consummation passphrase of the transactions contemplated hereby or (iiCompany) in order to prevent a material breach ofwhatever media they exist, a default under or a termination, material change in the terms or conditions or material modification of, any Material Agreement as a result of the consummation of the transaction contemplated herebyincluding paper and electronic media; and (n) certificates All other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing, all of the Company Company’s original books of account and the Sellerrecord, in form and substance reasonably satisfactory any other documents or records relating to the Purchaser, dated the Closing Date, certifying compliance Company’s business reasonably requested by Buyer in connection with the conditions set forth in Sections 4.2(a) and 4.2(b)this Agreement.

Deliveries by the Seller and the Company. Subject to the terms and conditions hereof, the Seller and the Company shall deliver the following to the Purchaser at or before the Closing: (a) certificates, duly endorsed for transfer or accompanied by a duly executed blank stock power, in either case with medallion signature guarantees, and with evidence of payment of any applicable stamp or transfer taxes, representing all of the Shares; (b) certified resolutions of the Seller’s board of directors authorizing the transactions contemplated by this Agreement and the endorsement and negotiation of the certificates representing all of the Shares; (c) the corporate minute book of the Company, including the articles of incorporation, as amended, the bylaws, as amended, all minutes of the stockholders, board of directors, and committees thereof, and the corporate seal; (d) all stock ledgers for all series of preferred stock of the Company; (e) a certified list of common stockholders from the Company’s transfer agent, dated as of the date of Closing; (f) all accounting books and records for the Company commencing January 1, 2001 2008 through the present; (g) all SEC XXXXX codes for the Company; (h) resolutions of the board of directors appointing Xxxxx Xxxx Xxxxxxx as a director of the Company, effective as of the Closing; (i) resignations of all officers and directors of the Company, effective [as of the Closing]; (j) a letter of instruction to the Company’s transfer agent signed by Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxx on behalf of the Company advising the transfer agent of the change of officers and directors contemplated by this Agreement; (k) a letter to the Company’s current certifying accountants signed by Xxxxxx Xxxxxxxxxxx Xxxxx Xxxxxxx on behalf of the Company advising the certifying accountants of the change of officers and directors contemplated by this Agreement; (l) evidence satisfactory to the Purchaser that all Liabilities of the Company have been satisfied, compromised, or otherwise extinguished as of the Closing; (m) evidence that the Company and/or the Seller have obtained on terms and conditions reasonably satisfactory to the Purchaser 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 Material Agreement as a result of the consummation of the transaction contemplated hereby; and (nm) certificates of the Company and the Seller, in form and substance reasonably satisfactory to the Purchaser, dated the Closing Date, certifying compliance with the conditions set forth in Sections 4.2(a) and 4.2(b).