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.
Appears in 20 contracts
Samples: Share Exchange Agreement (Mazzal Holding Corp.), Share Exchange Agreement (Discount Coupons Corp), Share Exchange Agreement (Discount Coupons Corp)
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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors and Shareholders of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 8 contracts
Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Imperalis Holding Corp.), Share Exchange Agreement (Imperalis Holding Corp.)
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(i) this Agreement executed by the Company.; and
(bii) 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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 4 contracts
Samples: Share Exchange Agreement (Las Vegas Resorts Corp), Share Exchange Agreement (BTHC Iii Inc.), Share Exchange Agreement (Concept Ventures Corp)
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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Unitech Group, Inc.), Share Exchange Agreement (Gourmet Herb Growers Inc)
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent and to each Member 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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (Rio Bravo Oil, Inc.), Share Exchange Agreement (Rio Bravo Oil, Inc.)
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 Initial Closing, the Company shall deliver to the Parent Parent:
(a) this Agreement executed by Company; and
(b) a certificate from the Company, signed by its Secretary or Assistant Secretary authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(i) this Agreement executed by Company along with the Schedules to the representations and warranties of the Company.; and
(bii) 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 authorized officer certifying that the attached copies (in English) of the Company’s Charter Documents Articles of Incorporation and Bylaws and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (Clavis Technologies International Co., Ltd.), Share Exchange Agreement (Clavis Technologies International Co., Ltd.)
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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (WMX Group Holdings, Inc.), Share Exchange Agreement (Pioneer Power Solutions, Inc.)
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(a) this Agreement executed by the Company.; and
(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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (Certified Technologies Corp), Share Exchange Agreement (Millennium Quest Inc)
Deliveries of the Company. At the Closing, the Company shall deliver to the Parent
(a) Concurrently herewith, the Company is delivering to the Parent A copy of this Agreement executed by the Company.
(b) At or prior to the Closing, the Company shall deliver to the Parent a A certificate from the Company, signed by its Secretary or Assistant Secretary authorized officer 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 TransactionsShare Exchange, are all true, complete and correct and remain in full force and effect.
Appears in 2 contracts
Samples: Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.), Share Exchange Agreement (NowNews Digital Media Technology Co. Ltd.)
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 Constitution and resolutions of the Board of Directors of the Company approving this Agreement and the Transactionstransactions contemplated hereunder, are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
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 '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.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(a) this Agreement executed by the Company.; and
(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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors Managers of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
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 Parent:
(i) 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 or Managers of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent this Agreement and the Company Disclosure Schedule 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.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent this Parent:
(a) This Agreement executed by the Company.; and
(b) At or prior to the Closing, the Company shall deliver to the Parent a A certificate from the Company, signed by its Secretary or Assistant Secretary authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Samples: Share Exchange Agreement (New Paradigm Productions Inc)
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(a) this Agreement executed by the Company.; and
(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 authorized officer certifying that the attached copies of the Company’s Charter Documents Operating Agreement and resolutions of the Executive Board of Directors of the Company approving this the Agreement and the Transactions, Transaction are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Samples: Unit Exchange Agreement (Playbutton Acquisition Corp.)
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 Parent
(i) a certificate from the Company, signed by its Secretary or Assistant Secretary authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect; and
(ii) the Company Disclosure Letter, in form and substance satisfactory to the Parent.
Appears in 1 contract
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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board board of Directors directors of the Company approving this the Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Samples: Share Exchange Agreement (Fashion Tech International Inc)
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 Parent:
(i) 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; and
(ii) A Member list, certified by the Company’s Manager.
Appears in 1 contract
Samples: Exchange Agreement (New You, Inc.)
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 members of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
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 Parent:
(i) 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 or Managers of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect; and
(ii) A Member list certified by the Company’s President.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company and the Escrow 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.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent and to the Shareholder 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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, Transactions are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Samples: Share Exchange Agreement (Travel Hunt Holdings Inc)
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 and the Shareholders of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Deliveries of the Company. (a) Concurrently herewith, the Company is delivering to the Parent Parent:
(i) this Agreement executed by Company together with the Company.Company Disclosure Letter; and
(bii) 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 authorized officer certifying that the attached copies of the Company’s Charter Documents Company Constituent Instruments and resolutions of the Board of Directors of the Company approving this the Agreement and the TransactionsTransactions and instructing the registered agent of the Company to update the register of members accordingly, are all true, complete and correct and remain in full force and effect.
Appears in 1 contract
Samples: Share Exchange Agreement (United National Film Corp)
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.
Appears in 1 contract
