Deliveries by Xxxx. Contemporaneous with execution of this agreement, XXXX shall deliver $60,000.00 in immediately available funds to Chachas Law Group Attorney-Client Trust account. Wire instructions are as follows: Bank Name: US Bank Address 0000 Xx Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 ABA Routing No.: 000000000 Account No. 1534-00000000 Acct Name: Chachas Law Group - Attorney Client Trust Account Reference XXXX/ XxXxxxx
Deliveries by Xxxx. Prior to or at the Closing, Xxxx shall deliver or cause to be delivered the following:
(1) to the Investors and the Company, the Stockholders' Agreement, duly executed by Xxxx;
(2) to the Investors, the certificates of the Chief Executive Officer of Xxxx referred to in Sections 8.2 (a) and 8.2 (b); and
(3) all other documents, certificates, instruments and writings required to be delivered by Xxxx at or prior to the Closing pursuant to this Agreement or otherwise in connection herewith.
Deliveries by Xxxx. At Closing, XXXX shall deliver, or cause to be delivered, to RECO (a) the Closing Payment and (b) the fully executed Promissory Note.
Deliveries by Xxxx. At the Closing, Xxxx shall deliver or cause to ------------------ be delivered the following to Security Capital:
(1) $265,420,000 by wire transfer of immediately available funds to the account specified by Security Capital;
(2) a certificate of Xxxx'x secretary certifying resolutions of the special committee of the Board of Directors of Xxxx approving this Agreement and the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Xxxx);
(3) a certificate, dated the Closing Date, of an executive officer of Xxxx, certifying that, as of such date, the representations and warranties of Xxxx contained herein are accurate, true and correct with the same force and effect as though made on and as of such date; and
(4) an opinion of Xxxxx & Xxxxxxx L.L.P. (the "Tax Opinion"), in ----------- form and substance reasonably satisfactory to Security Capital, to the effect that the purchase by Xxxx of the Xxxx Shares from Security Capital as contemplated by this Agreement will not result in the deemed payment by Xxxx to Security Capital of a dividend for federal income tax purposes that would prevent or prohibit Xxxx from satisfying the distribution requirements applicable to REITs under Section 857(a)(1)(a) of the Code for Xxxx'x taxable year ending December 31, 2001.
Deliveries by Xxxx. On or before the Closing Date, Xxxx will have delivered to A-G Tech the following:
Deliveries by Xxxx xxx and Newco to the Shareholders. xxxx.xxx and Newco shall deliver to the Shareholders:
(a) Executed Ancillary Agreements to which xxxx.xxx or Newco is a party;
(b) any Consents required to be obtained by xxxx.xxx or Newco;
(c) the xxxx.xxx Closing Certificate;
(d) the opinion of counsel to xxxx.xxx described in Section 6.2(f);
(e) stock certificates representing the Merger Shares to be issued to the Shareholders, bearing the restrictive legends required by this Agreement and the Affiliate Agreement, less the Merger Shares to be held in the Pledge, which certificates shall be issued and delivered to the Shareholders no later than three business days after the Closing Date.
(f) such other documents as Meta4 or Shareholders may reasonably request as described in Section 6.2(d).
Deliveries by Xxxx. At the Closing, upon the fulfillment or waiver of all of the conditions set out in Article 5, Xxxx shall deliver to 116, on its own behalf and on behalf of the Vendors, the following documents, each in a form satisfactory to 116 and its legal counsel, acting reasonably:
(a) a certified true copy of the resolutions of the Lund Board, evidencing that the Xxxx Board has approved this Agreement and all of the transactions of Xxxx contemplated hereunder (including the Concurrent Financing);
(b) a certified true copy of the resolutions of Xxxx Shareholders evidencing the approval of the Xxxx Shareholder Approval;
(c) certificates or other evidence representing the Xxxx Common Shares to be issued in connection with the Share Exchange have been duly registered in accordance with the instructions provided by each Vendor;
(d) evidence satisfactory to 116 and its legal counsel, acting reasonably, of the completion the change of the name of Xxxx as set out in Section 4.3(n) of this Agreement, the changes in directors of Xxxx as listed in Section 4.3(m) of this Agreement and the two to one consolidation of Xxxx Common Shares as set out in Section 4.3(f)(ii) of this Agreement;
(e) evidence satisfactory to 116 and its legal counsel, acting reasonably, of the TSXV’s conditional approval of the Share Exchange, Consolidation, the change of the name of Xxxx as set out in Section 4.3(n) of this Agreement and the Concurrent Financing;
(f) resignations and releases from the directors and officers of Xxxx that will no longer be serving in such capacity following the completion of the Share Exchange;
(g) a certificate signed by two directors or officer of Xxxx confirming the matters set out in Sections 5.2(g), 5.2(h) and 5.2(i), that all conditions in favour of Xxxx have been either fulfilled or are being waived by Xxxx and that Xxxx is in a position to close the Concurrent Financing; and
(h) such other materials that are, in the opinion of 116 and its legal counsel acting reasonably, required to be delivered by Xxxx in order for Xxxx to meet its obligations under this Agreement.
Deliveries by Xxxx. On the Closing Date, Xxxx and Xxxx Parent (as applicable) shall deliver or shall cause to be delivered to GLP:
1. the Certificate of Merger;
2. Xxxx’x Evidence of Authorization;
3. Xxxx Parent’s Evidence of Authorization; and
4. An Officer’s Certificate, by PNK (Ohio), LLC (“Tenant”), as tenant under that certain Master Lease by and between Xxxx and Tenant dated October 15, 2018 relating to the Property (the “Lease”), executed and delivered in accordance with Section 23.1(a) of the Lease (other than clause (ii) thereof), in the form attached hereto as Exhibit D.
Deliveries by Xxxx. At the Closing, Xxxx will deliver, or cause to be delivered, to IAC such documents and instruments as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and to comply with the terms hereof and thereof.
Deliveries by Xxxx. (i) Loan Proceeds. $2,500,000 by wire transfer of ------------- immediately available funds to a bank account designated by Storehouse.
