Documents Delivered by Buyer. At the Closing, Buyer shall deliver to Seller the following, duly executed by the appropriate parties, subject to satisfaction of the conditions precedent to the obligations of Buyer stated herein:
Documents Delivered by Buyer. Subject to the terms and conditions hereof on the Closing Date, Buyer shall deliver to Seller the following documents and instruments: (i) bank check or wire transfer in the amount of three hundred thousand dollars ($300,000.00) and a promissory note in the principal amount of nine hundred thousand dollars ($900,000.00).
Documents Delivered by Buyer. Buyer will deliver the following to Seller at Closing in form and substance reasonably satisfactory to Seller:
(a) a certificate signed by the chief executive officer of Buyer, dated as of the Closing Date, certifying that the conditions specified in Section 9.1 of this Agreement have been satisfied in full and that Buyer has received all information requested prior to Closing and is not aware of any adverse conditions or defaults by Seller hereunder;
(b) certified copies of resolutions duly adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement;
(c) Consulting Agreement covering the one individual specified in Section 10.4(a);
(d) A New Real Estate Lease as noted in Section 9.1(d);
(e) such additional documents as Seller may deem necessary to evidence the truth and accuracy, as of the Closing Date, of the representations and warranties contained herein and the due satisfaction and performance at or prior to the Closing Date of all agreements and covenants to be complied with, satisfied and performed by Buyer;
(f) the Closing Date payment in the amount and form of delivery as required by Section 3.2 of this Agreement.
Documents Delivered by Buyer. Subject to the terms and conditions hereof on the Closing Date, Buyer shall deliver to Seller the following documents and instruments: (1) bank check or wire transfer in the amount of sixty-two thousand five hundred dollars ($62,500.00), (2) sixty-two thousand five hundred shares of Whitney Information Network, Inc.'s common stock issued to Xxxx Xxxx and Xxxxxxx Xxxx, and (3) a promissory note in the principal amount of sixty-two thousand five hundred dollars ($62,500.00).
Documents Delivered by Buyer. Buyer agrees to deliver the following documents, duly executed as appropriate, to Seller at the Closing:
(a) Certified copies of corporate resolutions of Buyer authorizing it to enter into this Agreement and to consummate the transactions contemplated herein.
(b) Wire transfer of the net amount of funds described in Section 2.2(a).
(c) Royalty-free non-exclusive License for Seller to use the Patents.
(d) Opinion of Buyer's counsel as required under Section 6.2(b).
(e) An assumption of the obligations identified in Exhibit and .
(f) Such other documents as Seller reasonably may request to carry out the transactions contemplated under this Agreement.
Documents Delivered by Buyer. Buyer agrees to deliver the following documents, duly executed as appropriate, to Seller at the Closing:
7.3.1. Employment Agreements in the form of Exhibit 8.5 for Seller's Shareholders.
7.3.2. Such other documents as Seller reasonably may request to carry out the transactions contemplated under this Agreement.
Documents Delivered by Buyer. At the Closing Buyer shall deliver to Seller each and all of the following:
a. A copy certified by the Secretary of the Buyer of the duly adopted resolutions of the Buyer’s Board of Directors approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
b. $3,000,000 cash;
c. The Buyer’s Promissory Note in the face amount of $1,000,000;
d. The Security Agreement; and
e. The Assignment Agreement.
Documents Delivered by Buyer. Buyer agrees to deliver the following, duly executed as appropriate, to Seller at the Closing:
a. Immediately available funds from Buyer to Seller in the amount of the Closing Payment by wire transfer to the account designated by Seller.
b. A certificate executed by Buyer stating that (i) the representations and warranties made by Buyer as set forth in this Agreement are true, complete and correct as of the Closing Date; and (ii) all obligations of Buyer under this Agreement required to have been performed or complied with before or as of the Closing Date have been performed or complied with as required in this Agreement
c. A certificate from the Secretary or an Assistant Secretary of the Buyer, in a form satisfactory to Seller and Seller's counsel, setting forth the resolutions adopted by the Board of Directors of the Buyer authorizing the execution of this Agreement and all documents to be executed in connection herewith and the taking of any and all actions necessary to consummate the transactions contemplated hereby.
d. A Letter of Credit or a pledge agreement executed by Buyer and Xxxx Xxxxxxxx Incorporated in the amount of $500,000.00, in compliance with Section 2.2.
e. An opinion from Xxxxxxxxxx & Xxxxx, P.A., substantially in the form of Exhibit 5.3(e).
Documents Delivered by Buyer. Subject to the terms and conditions hereof on the Closing, Buyer shall deliver the following documents and instruments:
(i) a copy of this Agreement executed by Buyer and Shine;
(ii) resolutions of the Board of Directors of Shine and Buyer approving this Agreement and any ancillary documents to this Agreement and the transactions contemplated herein, and the appointment of the new officers providing that such appointments to take effect upon the Closing;
(iii) resolutions of stockholders of Shine approving this Agreement and the transactions set forth herein;
(iv) evidence of the appointment of members to the Board of Directors of Buyer, as set forth in Section 9(b)(iv) hereof, as required by law of British Virgin Islands or its memorandum and articles of association.
(v) certificates representing the new shares of Buyer’s Stock issued to each Shareholder as set forth on Exhibit A; and
(vi) Disclosure Schedule of Shine and Buyer;
Documents Delivered by Buyer. Buyer agrees to provide the following, duly executed as appropriate, to Seller at the Closing:
(a) Articles of Incorporation of Buyer certified by the Minnesota Secretary of State.
(b) Bylaws of Buyer certified by Buyer's Secretary.
(c) Certificate of Good Standing of Buyer dated no earlier than five (5) days prior to the Closing Date.
(d) Certified copies of corporate resolutions of Buyer authorizing it to enter into the transactions contemplated herein.
(e) Wire transfer of funds to Seller in the amount of $5,650,000.
(f) Wire transfer of funds to Escrow Agent in the amount of $250,000.
(g) Wire transfer of funds to each of Seller's Shareholders in the amount of $25,000.
(h) Assumption Agreement pursuant to which Buyer assumes the Assumed Liabilities in accordance with Section 1.5(a).
(i) Escrow Agreement as specified in Section 3.1(b).
(j) Note in the amount of $3,000,000 as specified in Section 3.1(c).
