Deliveries of the Vendor. At the Closing Time, the Vendors will have delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably: in addition to the conveyancing agreement under Subsection 6.2(i), evidence that all necessary steps and proceedings to permit the Purchased Units to be transferred to the Purchaser or its nominee(s) have been taken; the Flow of Funds Memorandum, duly executed by the Vendors and the Company; a written direction to the Purchaser executed by the Vendors irrevocably directing the Purchaser to issue a treasury direction (the “Treasury Direction”) to its transfer agent directing the issuance of the Shares, including detailed information on the subscribers for such Shares in satisfaction of certain Other Liabilities as necessary or desired by the Purchaser’s transfer agent and counsel; lock-up agreements (a form of which is attached hereto as Exhibit E) and subscription agreements for any person subscribing for Shares pursuant to the Treasury Direction, if not previously delivered; certified copies of (i) the Operating Agreement and the Certificate of Formation of the Company, (ii) resolutions of the unitholders and/or governors of the Company, and the board of directors and/or shareholders of Mid Atlantic authorizing the entering into and completion of the transactions contemplated by this Agreement, and (iii) a list of the members, governors, directors, and officers of each of Mid Atlantic and the Company authorized to sign agreements together with their specimen signatures; a certificate of status, compliance, good standing or like certificate with respect to Mid-Atlantic and the Company, issued by the appropriate Governmental Authority in their respective jurisdictions of incorporation and, in the case of the Company, of each jurisdiction in which the Company carries on the Business as identified in Schedule 3.1.1; the certificates referred to in paragraphs 5.1.1(a) and 5.1.1(b); the Escrow Agreement or executed counterpart signatures of the Vendors thereto; an opinion of Washington Counsel, dated the Closing Date, addressed to the Purchaser and addressed to, or for the reliance of, the Agents and the Subscription Receipt Holders, in a form acceptable to the Parties hereto; employment agreements duly executed by the Company and duly executed by each of Xxxxxx Xxxx and Xxxx Xxxxxxxx in the forms attached hereto as Schedule 5.2.5(a) and 5.2.5(b), respectively; duly executed resignations effective as at the ...
Deliveries of the Vendor. The Vendor shall deliver or cause to be delivered to the Purchaser on or before the Closing Date the following:
(a) share certificates representing the Purchased Shares duly endorsed for transfer together with a general assignment and powers of attorney transferring the Shares from the Vendor to the Purchaser;
(b) resolutions of the board of directors of the Vendor approving the sale of the Purchased Shares from the Vendor to the Purchaser, and the execution and delivery of this Agreement and other documents contemplated herein;
(c) the Share Pledge Agreement executed by the Vendor;
(d) all corporate records of the Corporation in the possession of the Vendor or directly or indirectly under the control of the Vendor (the "Corporate Records");
(e) any other resolutions or consents or any other documents that may be required to effect the transaction contemplated hereunder.
Deliveries of the Vendor. At the Closing, the Vendor shall deliver:
Deliveries of the Vendor. (a) On or before June 21, 2023 (the “Delivery Date”), the Vendor will deliver or cause to be delivered to the Purchasers, or Computershare, as applicable, the following documents and materials the direct registration statement representing the Purchased Shares, registered in the name of the Vendor for cancellation, or such other evidence of cancellation as required by Computershare, along with a duly executed irrevocable securities transfer form and letter of instruction, including any required signature or medallion guarantee, with respect to the Purchased Shares, and any other documents required by and in accordance with the requirements of Computershare, so as to register the Purchased Shares in the names of the Purchasers; and
(b) On or before the Delivery Date, and continuing until the Closing, the Vendor will deliver or cause to be delivered to the Purchasers, or Computershare, as applicable, all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchasers, or Computershare, as applicable, to complete the transactions provided for in this Agreement, all of which will be in form and substance satisfactory to the Purchasers, acting reasonably.
Deliveries of the Vendor. Upon fulfillment of all of the conditions set forth in Section 7.3 which have not been waived, as provided in Section 7.3, the Vendor shall at the Closing deliver or cause to be delivered to the Purchaser all documents required to be delivered under the Agreement, including:
(a) share certificates or other documents of title representing the Purchased Shares, in accordance with Section 2.2;
(b) a certified copy of the resolution of the Vendor authorizing the transfer of the Purchased Shares;
(c) a certificate of the Vendor, to the effect that:
(ii) all of the terms and conditions to be complied with or performed by the Vendor at or prior to Closing have been complied with or performed by the Vendor and Andrxx Xxxxx xx or prior to Closing; and
(iii) the representations and warranties set forth in Sections 4.1 and 4.2 are true and correct in all material respects at and as of the Time of Closing with the same force and effect as if such representations and warranties were made at and as of such time;
(d) resignations of the directors of the Company other than Andrxx Xxxxx; (e) a release from each director and shareholder of the Company, in form satisfactory to Purchaser's Counsel, to the effect that such Person releases all of his claims, actions, liabilities, demands, suits, causes of actions and debts whatsoever against the Company, whether as an officer, director, shareholder, employee or otherwise;
Deliveries of the Vendor. At the Closing Time, the Vendor will have delivered to the Purchaser the following in form and substance satisfactory to the Purchaser acting reasonably: in addition to the share certificates representing the Purchased Shares required under Subsection 6.2(i), evidence that all necessary steps and proceedings to permit the Purchased Shares to be transferred to the Purchaser or its nominee(s) have been taken; and all other documentation and evidence reasonably requested by the Purchaser in order to establish the due authorization and completion of and effectively implement the transactions contemplated by this Agreement.
Deliveries of the Vendor. The Vendor shall deliver or cause to be delivered to the Purchaser on or before the Closing Date the following:
(a) share certificates representing the Purchased Shares duly registered as directed by the Purchaser;
(b) resolutions of the board of directors of the Vendor approving the sale of the Purchased Shares from the Vendor to the Purchaser, the granting of the Option by the Vendor to the Purchaser and the execution and delivery of this Agreement and other documents contemplated herein;
(c) the Promissory Note returned by the Vendor to the Purchaser for cancellation;
(d) the Share Pledge Agreement returned by the Vendor to the Purchaser for cancellation and certificates representing any Shares pledged thereunder, if any, returned by the Vendor to the Purchaser;
(e) the Option Agreement executed by the Vendor and the Corporation; and
(f) any other resolutions or consents or any other documents that may be required to effect the transaction contemplated hereunder.
