Deliveries Upon Closing. (a) On or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) as to the First Closing, this Agreement duly executed by the Company;
(ii) as to the First Closing, a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto;
(iii) as to the First Closing, a stamped copy of the Certificate of Designations that is filed with the Secretary of State of the State of Florida;
Deliveries Upon Closing. Prior to or at Closing the parties shall deliver or cause to be delivered the following documents or other items:
a. The Company shall deliver the following to Mr. Black:
i. A stock certificate representing the New Shares issued to Mr. Black pursuant to Section 1.1 above;
ii. A copy of the Subscription Agreement as set forth in Exhibit A, duly accepted by the Company;
Deliveries Upon Closing. (a) On or prior to the applicable Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:
(i) as to the First Closing, this Agreement duly executed by the Company;
(ii) as to the First Closing, a stamped copy of the Certificate of Designation that is filed with the Secretary of State of the State of Delaware;
(iii) as to the First Closing, the Transfer Agent Instruction Letter duly executed by the Company and the Transfer Agent;
(iv) the Preferred Stock Certificate for such Closing, registered in the name of the Purchaser;
(v) the Warrants for such Closing;
(vi) as to the first Closing, an opinion of Company Counsel in a form acceptable to the Purchaser.
(b) On or prior to the applicable Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i) as to the First Closing, this Agreement duly executed by the Purchaser; and
(ii) the Purchaser’s Purchase Price as to such Closing, by wire transfer to the account specified in writing by the Company.
Deliveries Upon Closing. (i) The Shareholder shall deliver to the Company the Purchase Price in United States dollars in immediately available funds to an account or accounts designated in writing by the Company; and (ii) the Company shall deliver to the Shareholder a certificate evidencing the Shares registered in the name of the Shareholder.
Deliveries Upon Closing. (a) Concurrent with the Closing of this transaction, Vista shall issue and deliver to Sagebrush 50,000 common shares of Vista Gold Corp.
(b) Concurrent with the Closing of this transaction, Sagebrush shall deliver to Vista: (i) a duly executed Mining Deed in the form of Exhibit B, attached hereto, conveying the Claims to Vista and (ii) a Certified copy of a Resolution of the governing board of Sagebrush authorizing Sagebrush to sell the Claims to Vista for the consideration provided for in this Agreement, reciting that the board has been duly authorized to approve this transaction, and authorizing the execution of the documents necessary to give effect to this transaction.
(c) Concurrent with the Closing of this transaction, Sagebrush and Vista shall, as appropriate, execute Affidavits of Value pertaining to the Claims, Affidavit of Non-Foreign Entity, and such other instruments or documents as are reasonably necessary or required to Close this transaction. The obligations of each Party to deliver the items specified in this Section and to complete the transaction contemplated in this Agreement shall be conditioned upon and subject to the complete and timely performance by the other Party of its obligations hereunder.
Deliveries Upon Closing. Acquisition Subsidiary shall have delivered such other certificates, instruments, opinions and other documents as Stockholders and the Company may reasonably request, and the form and substance of all certificates, instruments, opinions and other documents delivered to Stockholders and the Company under this Agreement shall be satisfactory in all reasonable respects to Stockholders and the Company and their counsel. No legal impediment to the consummation of transaction contemplated by this Agreement and the Transaction Agreements shall have arisen in the reasonable judgment of Stockholders and the Company. The deliveries described in Section 4.4 hereof shall have been made.
Deliveries Upon Closing. UTSC Sub and UTC shall have delivered such other certificates, instruments, opinions and other documents as the Medicomp Companies may reasonably request, and the form and substance of all certificates, instruments, opinions and other documents delivered to the Medicomp Companies under this Agreement shall be satisfactory in all reasonable respects to the Medicomp Companies and their counsel. No legal impediment to the consummation of transaction contemplated by this Agreement and the other Transaction Agreements shall have arisen in the reasonable judgment of the Medicomp Companies. The deliveries described in Section 6.4 hereof shall have been made.
Deliveries Upon Closing. UP Sub and UTC shall have delivered such other certificates, instruments, opinions and other documents as Cookx xxx reasonably request, and the form and substance of all certificates, instruments, opinions and other documents delivered to Cookx xxxer this Agreement shall be satisfactory in all reasonable respects to Cookx xxx its counsel. No legal impediment to the consummation of transaction contemplated by this Agreement and the other Transaction Agreements shall have arisen in the reasonable judgment of Cookx. Xxe deliveries described in Section 6.4 hereof shall have been made.
Deliveries Upon Closing. Upon each Closing, Escrow Holder shall promptly undertake all of the following: . The Title Company shall file the information return for the sale of the Property required by Section 6045 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder; . Prorate all matters referenced in Section 8 based upon the closing statement delivered into escrow with Escrow Holder signed by the parties;
Deliveries Upon Closing. Prior to or at Closing the parties shall deliver or cause to be delivered the following documents or other items:
a. Mr. Birmingham shall deliver the following to Xx. Xxxxx or to the Escrow Agent, as applicable:
i. A stock certificate representing the 20,000,000 shares issued to Xx. Xxxxx pursuant to Section 1.1 above for delivery to the escrow agent as provide in the Escrow Agreement;
ii. A copy of the Subscription Agreement as set forth in Exhibit A, duly accepted by the Company;
iii. The duly executed Written Consent and Resignation as set forth in Exhibits B-1 and B-2;
iv. The duly executed Release Document as set forth in Exhibit D;
v. The duly executed Termination Agreement as set forth in Exhibit E;
vi. A copy of the Escrow Agreement as set forth in Exhibit F duly executed by Mr. Birmingham;
vii. The stock certificates representing the Birmingham Shares, together with an equal number of duly executed stock powers, to be delivered to the Escrow Agent as provided in the Escrow Agreement;
viii. Evidence of cancellation of the Birmingham Warrants;
ix. All the corporate and accounting books and records of the Company; and
x. Such other documents or items reasonably requested by Xx. Xxxxx.
b. Xx. Xxxxx shall deliver the following documents or funds to Mr. Birmingham or to the Escrow Agent, as applicable:
i. The duly executed Subscription Agreement as set forth in Exhibit A;
ii. Immediately available funds representing the $20,000 payable to the Company for the purchase of the 20,000,000 shares as provided in Section 1.1 above;
iii. A copy of the Escrow Agreement as set forth in Exhibit F duly executed by Xx. Xxxxx and the escrow agent designated therein;
iv. Evidence of the deposit of $50,000 with the Escrow Agent pursuant to the Escrow Agreement;
v. Evidence of the deposit of a duly executed and signature guaranteed stock power for the 20,000,000 shares;
vi. Evidence of deposit pursuant to the Escrow Agreement of a duly executed written consent and resignation as set forth in Exhibit C; and
vii. Such other documents or items reasonably requested by Mr. Birmingham.
