Documents of the Purchaser Sample Clauses

Documents of the Purchaser. In addition to the Note and the Accredited Investor Questionnaire, concurrent herewith and as a condition to receipt of any Shares, the Purchaser shall execute and deliver to the Company, each dated the Effective Date: (i) The Stockholder Agreement described in Section 4.1(g); (ii) The Voting Agreement described in Section 4.1(i); and (iii) The Stock Power described in Section 4.9(b).
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Documents of the Purchaser. The Purchaser shall deliver to the Vendor the following documents on the Closing Date or such other date as may be specified:
Documents of the Purchaser. On the Closing Date, the Purchaser shall deliver to the Vendor the following: (a) certified copy of a resolution of the directors of the Purchaser approving this Agreement and the transactions contemplated under this Agreement; (b) certificate of incumbency of Purchaser showing directors, officers and shareholders as of the date of this Agreement; (c) Maverick Shares and evidence of any approvals for issuance together with certificate of transfer agent as provided herein to be delivered to the Escrow Agent; (d) the Management Contract; (e) such further documentation relative to the completion of this transaction as this Agreement otherwise requires or as the Vendor may reasonably require or as may be required by law.
Documents of the Purchaser. The Purchaser shall deliver to the Vendor the following documents on the Closing Date or such other date as may be specified: (a) A certified cheque, bank draft or wire transfer payable to the Vendor or as the Vendor may in writing direct in the amount of the balance of the Purchase Price determined in accordance with Section 2.3(b); (b) Assignment and Assumption of Contracts, duly executed by the Purchaser; (c) Assignment and Assumption of Permitted Encumbrances duly executed by the Purchaser and any agreement to be bound or other compliance matters as may be required or desirable pursuant to the terms of the Permitted Encumbrances duly executed or completed by the Purchaser; (d) Assignment and Assumption of the Haldimand Contract; (e) Assignment and Assumption of the Waterloo Contract; (f) An undertaking to readjust; (g) a certificate of the Purchaser executed by an officer of the Purchaser (i) confirming that the Purchaser is a registrant for HST purposes under the Excise Tax Act (Canada) as at the Closing Date and setting out the registration number of the Purchaser for HST purposes, (ii) an undertaking of the Purchaser to self-assess and remit to the Receiver General for Canada on a timely basis all applicable HST to the extent required under the Excise Tax Act (Canada); and (iii) an indemnity acceptable to the Vendor for all costs incurred by the Vendor in defending or otherwise settling any matter arising from the Purchaser’s failure or delay in compliance with its HST obligations hereunder; (h) A certificate of an officer of the Purchaser confirming that all of the representations and warranties of the Purchaser set out in Section 3.2 hereof remain true and correct in all material respects with effect as of the Closing Date; (i) An Environmental Compliance Approval certificate issued by the Ministry of the Environment, Conservation and Parks, or successor approval body, in accordance with the Environmental Protection Act (Ontario) as from time to time, in the Vendor’s name for the operation of a Waste Disposal Site (Processing); and (j) Such further documentation relating to the completion of this Agreement as the Vendor may reasonably require.
Documents of the Purchaser. The Purchaser shall deliver to the Vendor's Solicitor on the Closing Date the following documents, fully executed by the Purchaser: (a) a certified cheque or wire transfer payable to the Vendor or as the Vendor may in writing direct in the amount of the portion of the Purchase Price payable in accordance with Section 2.2. (b) a GST Declaration and Indemnity, if required pursuant to Section 5.5(b); (c) the Amram's Lease, and all deliveries and conditions to be delivered, performed or satisfied by the Purchaser thereunder on or by the Closing Date; (d) a certificate from the Purchaser confirming that the representations and warranties of the Purchaser contained in this Agreement continue to be true and correct in all material respects on the Closing Date (save and except in respect of any matters arising after the date hereof, as such matters are described with reasonable particularity, with reference to the specific representation or warranty), as if made on such date; (e) an undertaking by the Purchaser to re-adjust the Adjustments as provided in Section 2.3(f); (f) an assumption of the Permitted Encumbrances (to the extent such assumption is required by the terms of any such Permitted Encumbrances); (g) all other assurances and other documents which the Vendor has reasonably requested not later than three (3) Business Days before the Closing Date; and (h) the waivers referred to in section 8 of Schedule "A". All documentation shall be in the form and substance reasonably acceptable to the Vendor.
Documents of the Purchaser. The Purchaser shall deliver to the Vendor’s solicitors on the Closing Date the following documents, fully executed by the Purchaser, where applicable, or such other parties as may be specified:

Related to Documents of the Purchaser

  • Other Agreements of the Parties (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. (b) Certificates evidencing the Securities will contain the following legend, until such time as they are not required under Section 4.1(c): [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares, Warrant Shares and Additional Investment Rights Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) following a sale of such Securities pursuant to an effective registration statement (including the Registration Statement), or (ii) following a sale of such Shares, Warrant Shares or Additional Investment Rights Shares pursuant to Rule 144, or (iii) while such Shares, Warrant Shares or Additional Investment Rights Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). Following such time as restrictive legends are not required to be placed on certificates representing Shares, Warrant Shares or Additional Investment Rights Shares, the Company will, no later than three Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Shares, Warrant Shares or Additional Investment Rights Shares containing a restrictive legend, deliver or cause to be delivered to such Investor a certificate representing such Shares, Warrant Shares or Additional Investment Rights Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

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