Deliveries of the Sample Clauses

Deliveries of the. Company at the Initial Closing. The Company ------------------------------------------------ shall make the following deliveries to the Investor at the Initial Closing on the Initial Closing Date. (a) The Initial Note, executed by the Company in the form attached as Exhibit B here to, in the principal amount of $125,000.00 payable to --------- the order of the Investor. (b) The Initial Warrant, executed by the Company in the form attached as Exhibit D hereto, to purchase an aggregate of 239,161 shares of --------- Preferred Stock, subject to certain adjustments set forth in the Initial Warrant, registered in the name of the Investor. (c) A copy of the Amendment, together with evidence sufficient to satisfy the Investor that such Amendment was filed with the Secretary of State of the Commonwealth of Pennsylvania on or prior to the date of the Initial Closing. (d) A certificate, executed by the President of the Company, dated the Initial Closing Date, certifying to the fulfillment of the conditions specified in section 2.2 hereof (other than Section 2.2 (c)), and further specifically certifying that there does not exist as of the Initial Closing Date a state of facts that would constitute a default by the Company under any of the terms, conditions or provisions of this Agreement, or an "Event of Default" under any Note (collectively, all such defaults shall hereinafter be referred to as "Defaults"), or which would, with notice or lapse of time, or both, constitute such a Default (an "Impending Default"), and the Company is not in default under the terms, conditions or provisions of its Articles of Incorporation, as amended (including the Amendment), its By-laws, or any indenture, mortgage or deed of trust or other material contract, agreement, lease, instrument, court order, judgment, arbitration award, or decree to which it is a party or by which it is bound or, which state of facts would, with notice or lapse of time, or both, constitute such a default (collectively, "Other Defaults"). (e) Copies of resolutions adopted by the Board of Directors and the shareholders of the Company authorizing and approving this Agreement, the Amendment, the issuance of the Notes, the Preferred Stock, the issuance of the Warrants and the other Securities and the consummation of all other transactions contemplated hereby, as and to the extent required by applicable law, certified by the Secretary of the Company. (f) Copies of the Company's Articles of Incorporation (as amende...
Sample 1
Deliveries of the. Company and the Stockholder At or prior to the Closing, the Company and the Stockholder shall deliver to Vision 21 the following, all of which shall be in a form reasonably satisfactory to Vision 21: (a) the Integration Fee; (b) a copy of resolutions of the Board of Directors and Stockholders of the Company authorizing (i) the execution, delivery and performance of this Agreement and all related documents and agreements, and (ii) the consummation of the Transaction, certified by the Secretary of the Company as being true and correct copies of the originals thereof subject to no modifications or amendments; (c) a certificate of the Secretary of the Company certifying as to the incumbency of the directors and officers of the Company and as to the signatures of such directors and officers who have executed documents delivered pursuant to this Agreement on behalf of the Company; (d) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of the State of Minnesota establishing that the Company is in existence, has
Sample 1
Deliveries of the. Buyer at the Closing. -------------------------------------- At the Closing, the Buyer shall deliver or cause to be delivered to Sellers the following: 9.1. Certified resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein. 9.2. An opinion, dated as of the Closing, of Xxxxxxxx Xxxxx Xxxxxxxx Xxxx & Ballon LLP in substantially the form of Exhibit 9.2. 9.3. Wire transfer of immediately available funds in payment of the balance of the purchase price.
Sample 1
Deliveries of the. Sellers at the Closing. ---------------------------------------- At the Closing the Sellers shall deliver or have previously delivered or cause or have already caused to be delivered to the Buyer the following: 8.1. Certificate dated a current date from the appropriate authorities in the State of Ohio attesting to the existence and good standing of the Company. 8.2. An opinion, dated as of the Closing, of Messrs. Xxxxxxx & Xxxxx Ltd. in substantially the form of Exhibit 8.2. 8.3. Corporate minute books of the Company. 8.4. Restrictive Covenant of Xxxxxxx X. Xxxxxx in the form of Exhibit 8.4. 8.5. Restrictive Covenant of Xxxx Xxxxxx in the form of Exhibit 8.5. 8.6. Restrictive Covenant of Xxxxxx Xxxxxx in the form of Exhibit 8.6. 8.7. Restrictive Covenant of Xxxxxx X. Xxxxxx in the form of Exhibit 8.7. 8.8. Restrictive Covenant of Xxxx X. Xxxxxx in the form of Exhibit 8.8. 8.9. If requested by Buyer, resignations of all of the officers and directors of the Company. 8.10. Schedule of insurance for the Company showing all insurance in effect for the past five years including the identity of the carrier, the coverages, the policy number and the effective dates of each policy. 8.11. Certificates representing the Company Shares duly endorsed. 8.12. Certificates of title for all certificated motor vehicles owned by the Company. 8.13. UCC-3 releases or copies of UCC-3 releases from the Company's former bank lender. 8.14. Lease in the form of Exhibit 8.14. 8.15. Lease in the form of Exhibit 8.15.
Sample 1
Deliveries of the. BCC Parties at the Closing. At the Closing, the BCC Parties shall deliver to the Seller the following: (a) A BCC Closing Certification, certifying that, subject to the first paragraph of Section 7 of this Agreement, all of the representations and warranties made by the BCC Parties in this Agreement are true and correct as of the Closing Date. (b) Certificates of resolutions of the board of directors of BCC Parties, authorizing every action taken by the BCC Parties hereunder, certified by the respective Secretaries of the BCC Parties. (c) Certificates of the Secretary of BCC Parties as to incumbency and other related matters. (d) Documents reasonably acceptable to the Seller, evidencing all requisite corporate authorization needed by the other BCC Parties to authorize every action taken by the other BCC Parties hereunder. (e) Any Lease Termination Documents or Assignment and Assumption Documents executed by the appropriate Balanced Care Parties. (f) Any other applicable Buyer Documents to be executed by any Balanced Care Entity.
Sample 1

Related to Deliveries of the

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Deliveries of Buyer Buyer shall have delivered, or be standing ready to deliver, to Seller, the documents required to be delivered by Buyer pursuant to Section 2.3.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Closing Deliveries of Buyer At the Closing, Buyer shall deliver to Seller: --------------------------- (a) A certificate of Buyer, dated as of the Closing Date, to the effect that the representations and warranties of Buyer contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects and that Buyer has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Buyer on or prior to the Closing Date; (b) A certificate, dated as of the Closing Date, executed by the Secretary of Buyer, certifying the Articles of Incorporation, Bylaws, incumbency and signatures of officers of Buyer and copies of Buyer's directors' and shareholders' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (c) A certificate, dated as of the Closing Date, executed by the Secretary of Sub, certifying the Articles of Incorporation and articles of amendment, bylaws, incumbency and signatures of officers of Sub and copies of Sub's directors' and shareholders' resolutions approving and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (d) Books and records of Buyer and Sub; (e) Documentation satisfactory to Seller evidencing the fact that the signatories on all relevant bank accounts of Buyer have been changed to signatories designated by Seller. (f) A corporate resolution that will irrevocably instruct Pacific Stock Transfer about the exchange ratio representing the Preferred Shares issued as partial consideration hereunder and instructions to issue share certificates to the Shareholders in the appropriate amounts, including evidence of the share conditions attributable to the Preferred Shares. No Preferred Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (g) Share certificates in the appropriate amount of Exchangeable Shares issued to the Shareholders. No Exchangeable Shares shall be issued until the Buyer shall have received a certificate for required number of Seller's Shares. (h) Support Agreement, duly executed by the parties thereto; (i) Exchange Trust Agreement, duly executed by the parties thereto; (j) The documentation required for the Amalgamation of Seller and Sub; (k) Resignations of any directors and officers of Seller and Sub, except Xxxx Xxxxxxx, in favour of nominees of the Buyer effective as of the Closing, as well as evidence of compliance with any regulatory requirements; (l) Resolution of the shareholders approving the name change; (m) Employment agreement with each of Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxxxx, and evidence of regulatory compliance with the S-8 registration as set forth in Section 2.5 of this this Agreement; (n) Legal opinion of Buyer's counsel opining as to due execution, corporate authority, current shareholdings, proper share issuances and regulatory matters; and (o) Such other documents, at the Closing or subsequently, as may be reasonably requested by Seller as necessary for the implementation and consummation of this Agreement and the transactions contemplated hereby.

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Categories of Data Subject 2.1. When using this Service, the groups of individual’s data by category • Your end users using the service that you deliver • The personal data about your employees and contractors that bookinglab collects as a Customer of ours to complete account administration and set up

  • Categories of Data Subjects Any individual accessing and/or using the Services through the Customer's account ("Users"); and any individual: (i) whose email address is included in the Customer's Distribution List; (ii) whose information is stored on or collected via the Services, or (iii) to whom Users send emails or otherwise engage or communicate with via the Services (collectively, "Subscribers").

  • Subsidiaries of the Company The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.