Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items delivered in writing (including by electronic mail) to the Purchaser or its representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online “data room” established by Intralinks for “Project Cover” on or before the date that is one (1) Business Day prior to the date hereof shall be deemed to have been delivered, provided or made available to the Purchaser or its representatives for all purposes hereunder.
Deliveries to the Purchaser. Upon execution of this Agreement, the Vendors shall deliver to the Purchaser actual possession of the share certificates representing the Purchased Shares, duly endorsed in favor of the Purchaser.
Deliveries to the Purchaser. At the Closing, the Vendor shall deliver the following to the Purchaser:
(a) a certified copy of the resolution of either the directors of the Corporation or shareholders of the Corporation approving the transfer of the Purchased Shares to the Purchaser in accordance with the Corporation’s organizational documents; and
(b) if the shares of the Corporation are certificated, share certificates representing the Purchased Shares, duly endorsed for transfer to the Purchaser or accompanied by an irrevocable share transfer power of attorney duly executed in blank by the Vendor; or, if the shares of the Corporation are uncertificated, a certified copy of the share register of the Corporation, reflecting Purchaser as the registered owner of the Purchased Shares.
Deliveries to the Purchaser. At the Closing, the Seller shall deliver, or shall cause to be delivered, to the Purchaser each of the following:
(a) one or more certificates representing all of the Shares, duly endorsed in blank or accompanied by a duly executed blank stock power;
(b) a certificate of the chief financial officer of the Company on behalf of the Company, dated as of the Closing Date (the “Initial CFO Certificate”), setting forth an estimated consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Effective Time and without giving effect to the Pre-Closing Payments, together with a calculation of the amount of the Pre-Closing Payments in accordance with Section 1.3, which calculation shall be based upon the amounts shown on such estimated balance sheet, shall be prepared in a manner consistent with the Accounting Principles and the illustrations set forth in the Accounting Schedule and shall be in reasonable detail, setting forth a separate calculation of each of the Cash Advance Amount, the Net Intercompany Amount and the Stockholder’s Equity Amount and the resulting calculation of the Initial Pre-Closing Payment Amount;
(c) counterparts of the Transition Services Agreement duly executed by the Company and Service Co.;
(d) the executed originals of IRS Form 8023 as provided in Section 8.8(b);
(e) an updated version of Section 5.12(e) of the Company Disclosure Schedules setting forth a list of all outstanding Surety Bonds (bid, performance or other) as of a date within five Business Days prior to the Closing Date which, to the Company’s Knowledge, were obtained in connection with ongoing Construction Services being performed by the Company or any of its Subsidiaries as of such date and as to which the Company or any of its Subsidiaries have any reimbursement or similar obligation, subject to the limitations contained in Section 5.12(e);
(f) the executed originals of the Surety Termination Notices, duly executed by the Company and each of its Subsidiaries and each member of the Seller Group that is a party to the Travelers Indemnity Agreement or the Zurich Indemnity Agreement (which notices will be jointly delivered by the parties to the sureties in accordance with Section 7.11(b));
(g) the certificates of officers of the Seller and the Company referred to in Section 9.3;
(h) a certificate of the Secretary or an Assistant Secretary of the Seller attesting to and attaching (i) the resolutions of the Board of Directors of the Seller (or a...
Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items uploaded and made available in the online "data room" established by CapLinked for "Project Sapphire" on or before the date that is one (1) Business Day prior to the date hereof shall be deemed to have been delivered, provided or made available to the Purchaser or its representatives for all purposes hereunder.
Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items delivered in writing (including by electronic mail) to the Purchaser or its representatives in connection with the Transactions or uploaded and made available in the online "data room" established by CapLinked for Contemporary Lifestyle Group on or before the date that is two (2) days prior to the date hereof shall be deemed to have been delivered, provided or made available to the Purchaser or their representatives for all purposes hereunder.
Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items delivered in writing (including by electronic mail) to the Purchaser or its representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online “data room” established by Venue Virtual Data Room for Project Arch on or before the date that is two (2) Business Days prior to the date hereof shall be deemed to have been made available to the Purchaser, the Merger Sub or their representatives for all purposes hereunder.
Deliveries to the Purchaser. The Purchaser acknowledges and agrees that any document or item will be deemed “delivered,” “provided” or “made available” for all purposes within the meaning of this Agreement if such document or item (a) is included in the Company’s electronic data room, (b) is actually delivered or provided to the Purchaser or the Purchaser’s Representatives (including to the Purchaser’s Representatives) or (c) is made available upon request, including at the Company’s offices.
Deliveries to the Purchaser. The Purchaser agrees and acknowledges that all documents or other items delivered in writing (including by electronic mail) to the Purchaser or its representatives in connection with the transactions contemplated by this Agreement or uploaded and made available in the online “data room” established by Donnelley Financial Solutions Venue for Project Shake on or before the date that is one (1) Business Day prior to the date hereof shall be deemed to have been delivered, provided or made available to the Purchaser or its representatives for all purposes hereunder.
Deliveries to the Purchaser. At Closing, the Vendor shall deliver the following to the Purchaser:
(a) a certificate of status, compliance, good standing or like certificate with respect to the Vendor issued by the appropriate government officials in its jurisdiction of incorporation;
(b) a certified copy of the resolutions of the directors of the Vendor approving the transfer of the Purchased Shares to the Purchaser, the entering into this Agreement and all matters related to the Acquisition;
(c) instruments of transfer and conveyance satisfactory to Purchaser duly executed by the Vendor, transferring the Purchased Shares to Mogo Financial Inc.;
(d) evidence satisfactory to the Purchaser that the Vendor has received all necessary regulatory approvals and consents for the consummation of the Acquisition and the transactions contemplated by this Agreement;
(e) evidence satisfactory to the Purchaser that the transfer of the Purchased Shares has been undertaken in compliance with the terms of the Coinsquare Shareholders' Agreement; and
(f) such other documents and instruments in connection with the Closing as may be reasonably requested by the Purchaser.
