Documents to be Delivered by Company. At the Closing, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Company. At the Closing, the Company shall deliver to SOLS the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to SOLS as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as SOLS shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Korea dated as of the most recent practicable date.
(e) The audited financial statements for the years ending 2010 and 2011 and the unaudited six (6) month period as of June 30, 2012 as prepared by EFP Rxxxxxxxx for inclusion in the Company’s 8K that will be filed at the Closing.
(f) A certificate, executed by the President and Chief Financial Officer of the Company, that the disclosure in the 8K to filed at the Closing does not contain any untrue statement of a material fact and does not omit to state any material facts necessary in order to make the 8K not misleading, as to those facts and statement that pertain to the Company.
Documents to be Delivered by Company. At the Closing, the Company shall deliver to PFC the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to PFC as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as PFC shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Nevada dated as of the most recent practicable date.
Documents to be Delivered by Company. On the Closing Date, each Company shall deliver, or cause to be delivered, to Purchasers, the following:
(a) An opinion of legal counsel to Company, substantially in the form attached hereto as EXHIBIT D.
(b) Resolutions of the Manager of Company, certified by the Secretary or Assistant Secretary of the Manager, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party.
(c) Certificates of good standing showing that Company and each Subsidiary is organized and in good standing in the jurisdiction of its organization.
(d) Copies of the organizational documents of Company and each Subsidiary, certified, as applicable, as of a recent date by the applicable Secretary of State of the jurisdiction of organization and copies of Company's and each Subsidiary's operating agreement, certified by the Secretary or Assistant Secretary of Company or the Subsidiary, as applicable, as true and correct as of the Closing Date.
Documents to be Delivered by Company. At the Closing, Company and Sellers shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) Stock Certificate(s). Stock certificates representing all of the outstanding shares of the Stock, duly endorsed in blank or otherwise acceptable for transfer, with all restrictive legends (if any) (other than legends with respect to the Securities Act) either removed or properly canceled.
Documents to be Delivered by Company. At or prior to the Closing, the Company shall deliver or cause to be delivered to Parent:
Documents to be Delivered by Company. At the Closing Company shall deliver to Mezzanine the following documents:
a. The certificate required pursuant to subsection 7.3 hereof.
b. The employment agreement required by Section 2.12 hereof.
c. A representation form of each shareholder of Company as required by Section 5.4 hereof.
d. Such other documents as Mezzanine may reasonably request.
Documents to be Delivered by Company. At the Closing at a later time specified below, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form: Xxxx of Sale. Xxxx of sale and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient to transfer, assign, convey and deliver to Buyer the Purchased Assets as contemplated hereby.
Documents to be Delivered by Company. At the Closing, Company and Seller shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) A copy of the opinion, dated as of the Closing Date, of the independent financial advisor to the ESOP to the effect that as of the Closing Date the Purchase Price is not less than the fair market value of the Shares, and the Contemplated Transactions are fair to the ESOP from a financial point of view.
(b) An opinion of Duttxx & Xverxxx, X.C., counsel to the Company, substantially in the form of Exhibit 7.4(b).
(c) An opinion of Ludwxx Xxxxxxxx & Xrenxxx, xxunsel to the ESOP, in the form of Exhibit 7.4(c).
(d) Fully executed Mortgage Releases, UCC-3 Termination Statements, and other releases necessary to release all liens on and security interests in assets of the Acquired Companies.
(e) Stock Certificate(s). Shares certificates representing all of the outstanding shares of the Shares, duly endorsed in blank or otherwise acceptable for transfer, with all restrictive legends (if any) either removed or properly canceled.
Documents to be Delivered by Company. At the Closing, Company shall deliver (a) a bxxx of sale and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient in the opinion of Buyer and its counsel to transfer, assign, convey and deliver to Buyer the Purchased Assets, and (b) the consents listed on Schedule 4.3 of the Disclosure Schedule.
