Documents at Closing. At the Closing, the following documents shall be delivered:
(a) Duska will deliver, or will cause to be delivered, to Shiprock the following:
(1) a certificate executed by the Chief Executive Officer or President of Duska to the effect that all representations and warranties made by Duska under this Agreement are true and correct as of the Closing and as of the Effective Date, the same as though originally given to Shiprock or Shiprock Sub on said date;
(2) a certificate from the state of Duska’s incorporation dated within five business days of the Closing to the effect that Duska is in good standing under the laws of said state;
(3) Investment Letters in the form attached hereto as Exhibit “D” executed by each of the Duska stockholders referred to in Section 9(c);
(4) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement;
(5) executed copy of the Certificate of Merger for filing in Delaware; and certified copies of resolutions adopted by the stockholders and directors of Duska authorizing the Merger;
(6) all other items, the delivery of which is a condition precedent to the obligations of Shiprock and Shiprock Sub, as set forth herein, including the asset transfer and assumption agreements contemplated by Section 7(f); and (7) the legal opinion required by Section 9(e) hereof.
(b) Shiprock and Shiprock Sub will deliver or cause to be delivered to Duska:
(1) stock certificates representing those securities of Shiprock to be issued as a part of the Merger as described in Section 2 hereof;
(2) a certificate of the President of Shiprock and Shiprock Sub, respectively, to the effect that all representations and warranties of Shiprock and Shiprock Sub made under this Agreement are true and correct as of the Closing, the same as though originally given to Duska on said date;
(3) certified copies of resolutions adopted by Shiprock’s and Shiprock Sub’s Board of Directors and Shiprock Sub’s stockholder authorizing the Merger and all related matters;
(4) certificates from the jurisdiction of incorporation of Shiprock and Shiprock Sub dated within five business days of the Closing Date that each of said corporations is in good standing under the laws of said state;
(5) opinion of Shiprock’s counsel as described in Section 8(l) above;
(6) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(7) written resignation of all of t...
Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(a) RRAI will deliver, or will cause to be delivered, to VMTI the following:
(i) a certificate executed by the President and Secretary of RRAI to the effect that all representations and warranties made by RRAI under this Agreement are true and correct as of the Closing, the same as though originally given to VMTI on said date;
(ii) a certificate from the State of Illinois dated at or about the Closing to the effect that RRAI is in good standing under the laws of said State;
(iii) Investment Letters or investment representations in the form executed by each RRAI Shareholder;
(iv) Stock certificates representing those shares of RRAI Shares to be exchanged for VMTI;
(v) such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, including but not limited to certified copies of resolutions of RRAI's Board of Directors authorizing this transaction and an opinion of counsel of RRAI as described herein;
(b) VMTI will deliver or cause to be delivered to RRAI and the RRAI Shareholders:
(i) stock certificates representing those shares of VMTI Shares to be issued as a part of the Exchange as described in Section 1 hereof;
(ii) a certificate from VMTI executed by the President or Secretary of VMTI, to the effect that all representations and warranties of VMTI made under this Agreement are true and correct as of the Closing, the same as though originally given to RRAI on said date;
(iii) certified copies of resolutions by VMTI's Board of Directors authorizing this transaction;
(iv) certificates from the Illinois Secretary of State dated at or about the Closing Date that VMTI is in good standing under the laws of said State;
(v) opinion of VMTI's counsel as described in Section 4.1 (h) above;
(vi) such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement;
(vii) resignations of existing officers and directors of VMTI, as set forth in the Agreement;
(viii) all other items, the delivery of which is a condition precedent to the obligations of VMTI, as set forth in Section 4 hereof.
Documents at Closing. Each party to this Agreement agrees to execute and deliver at the Closing those documents identified in Section 2.2.
Documents at Closing. All documents required to be furnished by the Company to the Investors prior to or at Closing shall have been so furnished.
Documents at Closing. 10 16. Finder's Fees ........................................................ 11
Documents at Closing. At the Closing, the following documents shall be delivered:
(a) CCT will deliver, or will cause to be delivered, to KAIR the following:
(i) A certificate executed by the President and Secretary of CCT to the effect that all representations and warranties made by CCT under this Agreement are true and correct as of the Closing, the same as though originally given to KAIR on said date.
(ii) A certificate from the state of California dated at or about the Closing to the effect that CCT is in good standing under the laws of said jurisdiction.
(iii) Such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement.
(iv) Certified copies of resolutions adopted by the directors of CCT authorizing this transaction.
(v) All other items, the delivery of which is a condition precedent to the obligations of KAIR as set forth herein.
(vi) The legal opinion required by Section 12(c) hereof.
(b) KAIR will deliver or cause to be delivered to CCT:
(i) Stock certificates representing the KAIR Shares to be issued as a part of the stock exchange as described herein.
(ii) Certified copies of resolutions adopted by KAIR's board of directors authorizing the Acquisition and all related matters described herein;
(iii) Certificate from the jurisdiction of incorporation of KAIR dated at or about the Closing Date that KAIR is in good standing under the laws of said state.
(iv) Such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement.
(v) All other items, the delivery of which is a condition precedent to the obligations of CCT, as set forth in Section 12 hereof.
Documents at Closing. At Closing, in addition to what is required elsewhere herein, all EXHIBITS attached hereto, and the signature page hereto, shall be executed and or initialed, delivered by all appropriate parties, except the parties shall have such additional days as identified herein to perform as expressly provided herein, in which case such provision herein providing additional time beyond the Closing Date shall control notwithstanding anything to the contrary (provided, however, it shall be deemed that the Closing of this Agreement occurred on the Closing Date).
Documents at Closing. At the Closing the following documents will be delivered: The Closing the transactions contemplated herein will take place on such date (the “Closing”) as mutually determined and agreed upon by the NDYN and NATE’S. The parties will use all reasonable effort to cause the Closing to occur as expeditiously as possible. The Agreement shall be given effect immediately upon the Effective Time of the Merger. The Closing of this Agreement shall proceed as follows: NDYN shall provide the following:
(a) Resolutions of the Board of Directors of NDYN pertaining to:
(1) approval and ratification of the Merger Agreement and Plan of Merger and documents relating thereto;
(b) NDYN shall provide resolutions adopted by the written consent of the shareholders approving the amendments to the Articles of Incorporation of NDYN and approving the Merger Agreement and Plan of Merger and approving the Certificate of Merger.
(c) NDYN shall provide resignations of its current officers and directors and shall provide appropriate corporate resolutions for the appointment of directors as provided herein.
(d) NDYN shall provide a corporate resolution adopted and approved by the NDYN Board of Directors authorizing the issuance of shares of NDYN restricted common stock, par value of $0.0001 per share, to the NATE’S Shareholders whereby NATE’S shareholders shall 5,000,000 shares of common stock and 1,000,000 shares of Series B Preferred Stock after the consummation of the transactions set forth herein.
(e) NDYN shall provide NATE’S with an opinion of counsel that the shares to be issued in the merger will be validly issued, fully paid and nonassessable.
(f) NDYN shall deliver instructions to its transfer agent to issue certificates evidencing the NDYN shares of common stock (post reverse split) to the NATE’S Shareholders, at the exchange ratio in accordance with the terms of this Agreement. NDYN shares will be issued when shares of NATE’S have been presented to the transfer agent in proper form. Each certificate evidencing shares of NDYN common stock issued to the NATE’S Shareholders will bear a restrictive legend prohibiting the transfer by the holder without first complying with the Securities Act of 1933, as amended, or any exemption thereunder, or Rule 144 promulgated thereunder. NATE’S shall provide the following:
(a) NATE’S shall present a certification that NATE’S is a corporation in good standing under the laws of the Colorado.
(b) NATE’S shall provide resolutions adopting the Merge...
Documents at Closing. Subject to the terms hereof, each party hereto agrees to execute and deliver on the Closing Date those documents identified in Sections 2.08 and 2.09 to which it is a party.
Documents at Closing. At the Closing, the following transactions shall occur, all of such transaction being deemed to occur simultaneously:
10.1 Sellers and Acquiree, as the case may be, will deliver, or cause to be delivered, to Buyer the following:
a. stock certificates for the Sale Shares, duly endorsed in blank with appropriate signature guarantees.
b. all records of Acquiree, including without limitation such books and records, charter documents and Minnesota certificate of good standing, as may reasonably be available to Sellers and requested by Buyer.
c. certified copies of resolutions by Seller's and Acquiree's boards of directors or executive committees thereof, thereunto duly authorized, authorizing this transaction.
d. a copy of a reasonably current shareholder list of Acquiree certifying the number of shares outstanding.
e. current financial statements as of June 30, 1998, in addition to those provided by Exhibit 5.3 of Acquiree showing no assets or debts of any substance not otherwise disclosed, except for such sums as may be owed to Acquiree's transfer agent and certain nominal state taxes.
f. such other instruments, documents and certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement;
10.2 Buyer will deliver or cause to be delivered to Sellers such other instruments and documents as are required to be delivered pursuant to the provisions of this Agreement or which may be reasonably requested in furtherance of the provisions of this Agreement.
