Deliveries of the Purchaser. As of the Closing Date, the Company and the Sellers shall have received from Purchaser the following documents:
(a) a certificate of existence and good standing from the state of incorporation as to the corporate status of Purchaser dated not earlier than ten (10) days prior to the Closing Date;
(b) a certificate executed by the Secretary or Assistant Secretary of the Purchaser as to a true and complete copy of the resolutions, adopted by the Board of Directors of Purchaser, authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Purchaser is a party and all transactions contemplated hereby and thereby;
(c) a certificate from the Secretary or Assistant Secretary of Purchaser as to the incumbency and signatures of the officers who will execute documents at the Closing or who have executed this Agreement;
(d) a certified copy of the Certificate of Incorporation of Purchaser issued by Purchaser’s state of incorporation;
(e) a certificate from the Secretary or Assistant Secretary of Purchaser that such Certificate of Incorporation has not been amended since the date of issuance of such certified copy;
(f) a copy of an executed Escrow Agreement, which shall be in full force and effect;
(g) evidence of all corporate approvals of Purchaser required for the lawful consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which Purchaser is a party, which shall be in full force and effect;
(h) a legal opinion from Xxxxxx Xxxxxxxxx LLP, outside legal counsel to Purchaser, in substantially the form of Exhibit C hereto; and
(i) such other documents and instruments (if any) as the Company and Sellers may reasonably request in order to effectuate the transactions contemplated by this Agreement.
Deliveries of the Purchaser. The Purchaser shall deliver to the Vendor on or before the Closing Date:
(a) cheque or wire transfer in the amount of $30,000 payable to the Vendor representing the cash portion of the Purchase Price for the Purchased Shares due on the Closing Date;
(b) the Promissory Note; and
(c) the Share Pledge Agreement executed by the Purchaser;
Deliveries of the Purchaser. At the Closing, the Purchaser shall deliver:
(1) Estimated Purchase Price and Escrow Amount. The Purchaser shall pay or direct to be paid the Estimated Purchase Price and the Escrow Amount in the manner provided in Section 1.10.
Deliveries of the Purchaser. (a) Concurrently herewith the Purchaser is delivering to the Company a copy of this Agreement executed by the Purchaser.
Deliveries of the Purchaser. At the Closing, the Purchaser is delivering to the Seller:
(a) the Power of Attorney as required by Seller under IRS Form 8821 to provide notices be sent to Seller with respect to Taxes for which Seller might become liable pursuant to this Agreement;
(b) the Employment Agreement between the Company and Seller;
(c) a certificate representing the Rollover Shares and the Additional Rollover Shares, duly authorized, issued, executed and delivered to the Seller;
(d) the Plan Documents;
(e) the Put Option Agreement for Seller;
(f) the Put Option Agreement for Broker;
(g) a Secretary’s Certificate in substantially the form attached hereto as Schedule 2.1(i), for Purchaser, duly executed by the Secretary or other officer of Purchaser.
Deliveries of the Purchaser. At the Closing, the Purchaser has delivered the following to the Seller:
Deliveries of the Purchaser. The Seller shall have received all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to Section 2.3(b).
Deliveries of the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Company:
(i) A counterpart of the Board Observer Agreement, which shall have been duly executed by the Purchaser;
(ii) A cross-receipt executed by the Purchaser certifying that it has received the Purchased Securities from the Company;
(iii) Payment of the Purchase Price payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Company;
(iv) A properly executed Internal Revenue Service Form W-9 from the Purchaser;
(v) A certificate of an duly appointed officer of the Purchaser, on behalf of the Purchaser, dated the Closing Date, certifying, in its capacity as an officer of the Purchaser, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied; and
(vi) Such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request.
Deliveries of the Purchaser. At or prior to the Closing, the Purchaser shall deliver to the Seller and the Selling Stockholders:
(i) a copy of this Agreement executed by Purchaser;
(ii) the Acquisition Shares; and,
(iii) duly authorized and executed Closing Certificate.
