Deliveries of the Buyer. All deliveries required to have been made by the Buyer under Section 1.6 at the Closing shall have been delivered.
Deliveries of the Buyer. In addition to the payments required by Section 2.2(a), on the Closing Date, the Buyer shall deliver or cause to be delivered to the Sellers or the Company, as applicable, the following:
(i) a certificate from the Secretary of the Buyer, dated as of the Closing Date, in a form approved by the Sellers, certifying the resolutions of the Board of Directors and the shareholders of the Buyer authorizing the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated thereby; and
(ii) such other documents and instruments as may be reasonably requested by the Sellers, each in form reasonably satisfactory to the Sellers and their legal counsel.
Deliveries of the Buyer. At the Closing, the Buyer shall deliver to the Seller an opinion of Ledgewood Law Firm, P.C., counsel for the Buyer, in form and substance satisfactory to the Seller and its counsel, to the effect that (i) The Buyer is a corporation duly organized, validly existing and in good standing under the laws State of Delaware; and (ii) this Agreement and the transactions contemplated herein have been duly approved by all necessary corporate action of the Buyer and such Agreement, assuming due execution by the Seller, is the valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. In giving such opinion, counsel for the Buyer may rely, as to matters of fact, upon certificates of officers of the Buyer.
Deliveries of the Buyer. At the Closing, the Buyer shall deliver or cause to be delivered the following items to the Seller:
(a) the certificate referred to in section 8.2(c) duly executed by an officer of the Buyer;
(b) the Buyer Secretary's Certificate referred to in section 8.2
Deliveries of the Buyer. The Buyer will deliver to the Seller within ten (10) business days after the Closing Date the Purchase Price for the Shares as established in Section 2.2.
Deliveries of the Buyer. At the Closing, the Buyer shall have delivered or caused the delivery of the following items or shall have otherwise satisfied the following conditions:
Deliveries of the Buyer. At the Closing the Buyer shall deliver: to the Company, a certificate in the form of Exhibit 12(b), from the Buyer, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Buyer’s Certificate of Incorporation, By-laws and resolutions of the Board of Directors of the Buyer, approving the Merger are all true, complete and correct and remain in full force and effect; to the Company, evidence of BBLU’s election of the Board of Directors of Buyer in accordance with the terms of Section 1(e)(iv) above; to the Members, certificates representing the new BBLU Shares issued to such Members as set forth in Schedule A; and
Deliveries of the Buyer. At the Closing the Buyer will deliver or cause to be delivered to the Seller:
1.6.2.1 The Purchase Price;
1.6.2.2 All deliveries required to be delivered by the Buyer to the Sellers pursuant to Article 4 of this Agreement; and
1.6.2.3 All other deliveries reasonably requested by the Sellers to be delivered by the Buyer.
Deliveries of the Buyer. At the Closing, the Buyer shall deliver the following items to the Seller.
(a) A certificate of the Secretary of the Buyer certifying the resolutions duly and validly adopted by the board of directors of the Buyer evidencing the authorization of the execution and delivery of this Agreement and the other Buyer Acquisition Agreements and the consummation of the transactions contemplated hereby and thereby, and the names and signatures of the officers of the Buyer authorized to sign this Agreement and the other Buyer Acquisition Agreements to be delivered hereunder; and
(b) The cash payment pursuant to Section 2.2.
Deliveries of the Buyer. At the Closing the Buyer shall deliver:
(i) to IPS, a certificate in the form of Exhibit 12(b), from the Buyer, signed by its Secretary or Assistant Secretary certifying that the Buyer’s Articles of Incorporation, By-laws as filed with the SEC and the attached resolutions of the Board of Directors of the Buyer, approving the Merger are all true, complete and correct and remain in full force and effect;
(ii) to IPS, evidence of the Board of Directors of BBLU’s election of Xxxxxx Xxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxxx as officers of IPS and BBLU, following the Closing;
(iii) to the Stockholders and Xxxxx, certificates representing the new BBLU Shares issued to such Stockholders as set forth in Schedule D ; and
(iv) to each of the Stockholders an original copy of the countersigned Lock-Up Agreement in the form set forth as Exhibit 2(a) .
