Deliveries on Closing. At the Closing Time:
(a) Valdy will deliver to INX:
(i) duly executed share certificates of Valdy representing the Valdy Consideration Shares registered in the name of the INX Shareholders or as the INX Shareholders may direct no less than seven days prior to the Closing Date, and/or a direct deposit of the Valdy Consideration Shares into the non-certificated inventory system of CDS Clearing and Depository Services Inc., registered in the name of “CDS & Co.”;
(ii) a copy of the resolution of the directors of Valdy authorizing: (A) the execution and delivery of this Agreement and the performance by Valdy of the terms of this Agreement; and (B) the issuance of the Valdy Consideration Securities hereunder;
(iii) resignations of Xxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxx XxXxxx, and Xxxx Xxxxxx as directors and officers of Valdy;
(iv) evidence, satisfactory to INX, acting reasonably, of the Valdy Shareholder Approval;
(v) evidence, satisfactory to INX, acting reasonably, of the Consolidation;
(vi) evidence, satisfactory to INX, acting reasonably, of the appointment of the INX Nominees;
(vii) evidence, satisfactory to INX, acting reasonably, regarding the financial matters described in Section 6.3(c);
(viii) a certificate of name change confirming the Name Change;
(ix) a form of INX Shareholders Waiver, executed by Valdy; and
(x) a certificate of good standing in respect of Valdy.
(b) INX will deliver to Valdy:
(i) certificates representing the INX Legacy Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer;
(ii) acknowledgements, in a form reasonably acceptable to Valdy, that the holders of INX Subscription Receipts will be deemed to have been issued INX Shares exchanged at Closing for Valdy Shares;
(iii) duly executed share certificates of INX registered in the name of Valdy, representing all of the INX Shares;
(iv) evidence, satisfactory to Valdy, acting reasonably, of the INX Securityholder Approval and the implementation of changes to the Valdy stock option plan reflected therein;
(v) a joinder agreement, substantially in the form attached hereto as Schedule “C” to this Agreement, between INX and each of the INX Shareholders that has not executed this Agreement, which may be signed by INX on behalf of each INX Shareholder that has delivered a Power of Attorney in favour of INX;
(vi) a joinder agreement, substantially in the form attached hereto as Schedule “C” to this Agreement, between INX and such INX Le...
Deliveries on Closing. If, after completion of the transaction of purchase and sale, the vendor will not own any Shares or other securities of the Corporation, the vendor shall deliver or cause its nominees to deliver, at the time of completion of the sale, a written resignation from all positions on the Board of Directors and from any offices and employment with the Corporation, as reasonably requested by the Corporation.
Deliveries on Closing. 7.1 On closing, the Vendor will deliver or cause to be delivered to the Purchaser on behalf of the Purchaser or their assigns all required documentation, as acceptable to the Purchaser, representing the Purchased Shares as registered in the name of the Vendor together with duly completed, executed and guaranteed Stock Power of Attorneys, or such other documentation as may be required and as acceptable to the Purchaser, in order to duly transfer the Purchased Shares to the Purchaser or its assigns.
Deliveries on Closing. On the Closing Date:
(i) the Vendor shall:
1. deliver to the Purchaser a share certificate representing 34,500,000 common shares of the Company, duly recorded in the name of the Purchaser;
(ii) the Company and the Vendor shall deliver to the Purchaser the following:
1. the certificate of an officer or director of the Company contemplated in Article 4.1(iv) hereof;
2. a certified extract of a resolution of the directors of the Company approving the transfer of the Vendor's shares to the Purchaser;
Deliveries on Closing. On closing:
1. the Vendors and the Company shall deliver to the Purchaser:
(a) certificates representing the Shares duly endorsed in blank for transfer with the Vendor's respective signatures properly guaranteed or with a duly executed and guaranteed stock power of attorney;
(b) a certificate representing the Shares duly registered in the Purchaser's name and evidence that the Purchaser has been registered as the sole shareholder of the Company;
(c) opinion of counsel to the Company in form and substance satisfactory to the Purchaser;
(d) the Vendors' Investment Representation Letters attached as Schedule "E" hereto; and
(e) certificates of the Vendors and of the President of the Company, dated as of the Closing Date, confirming that the representations and warranties contained in parts A and B are correct as of that date.
2. the Purchaser shall deliver to the Vendors:
(a) certificates representing the common shares of the Purchaser to be issued in satisfaction of the purchase price endorsed with the legend set out in paragraph (g) of Schedule "E";
Deliveries on Closing. On the Closing Date:
(a) Exchangeco will deliver to or to the direction of the Vendors certificates representing the Exchangeable Shares and Patch Preferred Share in accordance with Section 1.2 above;
(b) the Vendors will deliver to or to the direction of Exchangeco certificates representing their Purchased Shares duly signed off for transfer, together with all other documentation required to transfer title to their Purchased Shares to or to the direction of Exchangeco, provided that if there are no certificates representing the Purchased Shares, the Vendors shall each deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Purchased Shares from the Vendors to or to the direction of Exchangeco; and
Deliveries on Closing. On the Closing Date:
(a) Exchangeco will deliver to or to the direction of the Vendors certificates representing the Exchangeable Shares in accordance with Section 1.2 above;
(b) the Vendors will deliver to or to the direction of Exchangeco certificates representing their Purchased Shares duly signed off for transfer, together with all other documentation required to transfer title to their Purchased Shares to or to the direction of Exchangeco, provided that if there are no certificates representing the Purchased Shares, the Vendors shall each deliver to Exchangeco, or as directed by Exchangeco, an executed stock power of attorney or other document evidencing the transfer of the Purchased Shares from the Vendors to or to the direction of Exchangeco; and
(c) Big Flash, Exchangeco and the Trustee shall execute and deliver the Support Agreement; Big Flash, Exchangeco, the Vendors and the Trustee shall execute and deliver the Exchange and Voting Trust Agreement; and Big Flash, Exchangeco, the Vendors and the Escrow Agent shall execute and deliver the Escrow Agreement.
Deliveries on Closing. On the Closing Date:
(a) Sonora Gold and the Subsidiaries shall deliver to Deal Capital:
(i) the certificates of the Subsidiaries contemplated in Section 6.1(1);
(ii) a certified copy of each of the resolutions of the directors of Sonora Gold and of each of the Subsidiaries approving the Share Sale;
(iii) the Escrow Agreement duly executed by Sonora Gold;
(iv) duly executed share certificate of First Silver in the name of: (i) Deal Capital representing 49,999 common shares in the capital of First Silver; and (ii) Xx. Xxxxxxx Xxxxxxx, Deal Capital’s Mexican representative, or such other person as may be designated by Deal Capital, 1 common share in the capital of First Silver;
(v) duly executed share certificate of Recursos in the name of: (i) Deal Capital representing 49,999 common shares in the capital of Recursos; and (ii) Xx. Xxxxxxx Xxxxxxx, Deal Capital’s Mexican representative, or such other person as may be designated by Deal Capital, representing 1 common share in the capital of Recursos;
(vi) shareholders’ register of First Silver showing Deal Capital as the registered owner of 49,999 common shares of First Silver and Xx. Xxxxxxx Xxxxxx, or such other person as may be designated by Deal Capital, as the registered owner of 1 common share of First Silver;
(vii) shareholders’ register of Recursos showing Deal Capital as the registered owner of 49,999 common shares of Recursos and Xx. Xxxxxxx Xxxxxx, or such other person as may be designated by Deal Capital, as the registered owner of 1 common share of Recursos;
(viii) trust deed, stock power of attorney or other document pursuant to which Xx. Xxxxxxx Xxxxxxx, or such other person as may be designated by Deal Capital, will hold legal title of 1 share of each Subsidiary in trust for Deal Capital;
(ix) all books, records and accounts of the Subsidiaries and any other information necessary for Deal Capital to operate and manage the Business and the assets presently owned by the Subsidiaries;
(x) the consents referred to in Section 6.1(4);
(xi) the opinions of Sonora Gold’s Counsel and the Subsidiaries’ counsel referred to in Section 6.1(5); and
(xii) the agreements referred to in Sections 6.1(14) and (15) hereof.
(b) Deal Capital shall deliver to the Subsidiaries and Sonora Gold :
(i) a certified cheque, bank draft, wire transfer or direct deposit to the account of Sonora Gold’s Counsel in the amount of US$650,000, payable pursuant to Section 2.2(2), subject to any adjustment pursuant to Section 7.5 or a...
Deliveries on Closing. On Closing of the Acquisition the Parties shall make, or cause to be made, the following deliveries:
1. The Partnership shall deliver to Genco:
(a) evidence of the satisfaction of all conditions to Closing set out in Part IV, including a certificate of a senior officer of Chief Mining and such legal opinions as may be reasonably requested by Xxxxx;
(b) certificates representing the Shares, duly endorsed in blank for transfer with the Partnership's signature properly guaranteed, or with a duly executed and guaranteed stock power of attorney, and such other documents as may be reasonably required by the transfer agent for Chief Mining;
(c) unconditional releases of Chief Mining from all of the current directors and officers of Chief Mining and resignations of such directors and officers as Xxxxx may request, in its sole discretion;
(d) appointment of one representative of Genco as a director of Chief Mining; and XXXXXXXX, XXXXXXXXX & PARK REORGANIZATION FUND II, L.P. March 7, 2008
(e) all the books, records, bank accounts and documents of Chief Mining in the possession or under the control or direction of the Partnership.
2. Genco shall deliver to the Partnership a wire transfer, certified cheque, bank draft, or solicitor's trust cheque payable to the Partnership for the purchase price of the Shares.
Deliveries on Closing. 9.1 On or before Closing, ADCO, Holdco and/or the Shareholders, as applicable, will deliver or cause to be delivered to Buyer and US Buyer the following documents:
(a) from each Shareholder:
(i) a duly completed and executed Shareholder Certificate in form attached as Schedule “B”; and
(ii) the share certificate or certificates representing the ADCO Shares issued to such Shareholder and all such corresponding instruments of transfer, duly executed and in registrable form, which, in the opinion of Buyer, acting reasonably, are necessary to effect and evidence the transfer of the ADCO Shares to Buyer, free and clear of all Encumbrances.
(b) a certified copy of resolutions of the Holdco Board approving this Agreement and the Transaction Documents, the Closing, the transfer of the ADCO Shares to Buyer, the registration of the ADCO Shares in the name of Buyer, the issue of one or more share certificates representing the ADCO Shares registered in the name of Buyer, the termination and cancellation of the ADCO Options, the matters set out in section 11.5 below and all other matters contemplated by this Agreement;
(c) a certificate executed by an officer of Holdco certifying that (i) all representations and warranties of Holdco set forth in this Agreement are true and correct as of the Closing,
