Documents to be Delivered by the. Vendors and the Company prior to the Closing Date. Not later than two calendar days prior to the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Vendors and the Company shall also execute and deliver, or cause to be delivered, to the Purchaser, the Transfer Agent and/or the Escrow Agent, as applicable, all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Purchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer all of the Purchased Shares to the Purchaser free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a certified copy of an ordinary resolution of the shareholders of the Vendors and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby or, in the alternative, shareholders of the Vendors and/or the Company holding over 50% of the issued shares of the Vendors and/or the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated thereunder together with certification of any required notice to all shareholders of the Vendors and/or the Company of such written consent resolutions;
(b) all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws;
(c) all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that the Assignment by the Company to the appropriate Vendors, and in proportion to each such Vendor's original unsecured loan and seed capital funding of the Company, of all of the Indebtedness and the Security related thereto, has been completed under all applicable corporate and securities laws;
(d) certificate(s) representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser or irrevocable stock powers transferring the Purchased Shares to the Purchaser;
(e) a certificate representing the Purchase...
Documents to be Delivered by the. COMPANY TO THE PARENT. At the Closing, the Company shall deliver to the Parent the following:
(a) a copy of resolutions adopted by the Board of Directors and the Stockholders of the Company authorizing the execution, delivery and performance of this Agreement by the Company, and a certificate of the secretary or assistant secretary of the Company, dated the Closing Date, stating that such resolutions were duly adopted and are in full force and effect at such date and setting forth the incumbency of each person executing this Agreement or any document required by this Section 8.1 on behalf of the Company;
(b) the opinion referred to in Section 6.4 hereof;
(c) copies of all consents, approvals and waivers required as a condition precedent to the Closing as set forth on the FutureTrak Disclosure Schedule;
(d) all forms, certificates and affidavits referred to in Section 6.10(b) hereof; and
(e) the updating letter of comfort referred to in Section 6.12 hereof.
Documents to be Delivered by the. ACZ Parties at the Closing. At the Closing, the ACZ Parties shall deliver:
(a) a Certificate of Status, dated within 7 business days of the Closing Date, certifying the good standing and legal existence of ACZ applicable to this Agreement, issued by the appropriate authority of the Province of Ontario, and
(b) the Management Agreements for Gxxxx Xxxxxxxx and Indrajt Sinha, duly executed (Exhibit C), and
(c) the Non-Compete Agreements for Gxxxx Xxxxxxxx, Ixxxxxxx Xxxxx, and Dxxxxxx Xxxxxxxx, duly executed (Exhibit D); and
(d) the Non-U.S. Person Certifications for Gxxxx Xxxxxxxx, Ixxxxxxx Xxxxx, and Dxxxxxx Xxxxxxxx, duly executed (Exhibit E); and
(e) such other documents and items as may reasonably be requested by the Company to effect the transactions contemplated hereunder.
Documents to be Delivered by the. Company at the Closing. At the Closing, the Company shall deliver to the ACZ Parties or certain other parties as set forth herein:
(a) a certificate of the Secretary of Buyer, dated within 7 business of the Closing Date, in form and substance satisfactory to the ACZ Parties attaching and certifying a certificate of good standing and legal existence for (1) the Parent, by the Secretary of State of the State of Nevada; and (2) a Certificate of Status for NHL, by the proper Ontario province authority, and
(b) the NHL Exchangeable Preferred Share Terms, as provided for in Section 2.03 (Exhibit B); and
(c) the Management Agreements for Gxxxx Xxxxxxxx and Ixxxxxxx Xxxxx, duly executed (Exhibit C), and
(d) the Non-Compete Agreements for Gxxxx Xxxxxxxx, Ixxxxxxx Xxxxx, and Dxxxxxx Xxxxxxxx, duly executed (Exhibit D); and
(e) the Board Nomination Rights, duly executed (Exhibit F); and
(f) such other documents and items as may reasonably be requested by the ACZ Parties to effect the transactions contemplated hereunder including release of personal guarantees from RT’s lawyers or absolute indemnification, by the Company, to the Guarantors.
Documents to be Delivered by the. MDI Companies and Shareholders: The MDI Companies and Shareholders shall have delivered the following documents:
(a) Stock certificates representing all of the shares of the MDI Companies duly endorsed in blank or accompanied by duly executed stock powers.
(b) A copy of (i) the Articles of Incorporation of the MDI Companies, as amended to date, certified as correct by the MDI Companies; and (ii) the Bylaws of the MDI Companies certified as correct by the MDI Companies; and (iii) a certificate from each of the MDI Companies, to the effect that the Company is in good standing and has paid all franchise taxes in such state.
(c) All of the Basic Agreements shall be executed by all parties thereto other than Parent.
(d) All corporate and other records of or applicable to the MDI Companies included but not limited to current and up-to-date minute books, stock transfer books and registers, books of accounts, leases and material contracts.
Documents to be Delivered by the. Shareholders on the Closing Date. On the ----------------------------------------------------------------- Closing Date, the Shareholders shall deliver to WHAM, in form satisfactory to WHAM's counsel, the following documents: (i) copies of certificates representing the EXETER Shares, on which there is no endorsement, legend or notice of adverse claims, duly endorsed by the Shareholders for transfer; (ii) all instruments referred to in Paragraph 13 above, the delivery of which are therein specified as conditions to WHAM's obligation to close.
Documents to be Delivered by the. Stockholders. At the closing, the Stockholders shall deliver to XXXX the following:
(a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers, [with all requisite stock transfer tax stamps attached];
(b) the written resignations of the directors and officers of the Company listed on schedule 9.1(b);
(c) the certificate referred to in section 8.1(c);
(d) the opinion referred to in section 8.1(e);
(e) the agreements referred to in sections 2.1(a), 7.8 and 7.9;
(f) the certifying statement issued by the Company pursuant to Treasury Regulations section 1.897-2(h)(1), dated the Closing Date, in form reasonably satisfactory to XXXX and its counsel.
Documents to be Delivered by the. Stockholders On or before the Closing Date, the Stockholders shall deliver the following:
6.2.1 All instruments and documents described in Section 5.1.
6.2.2 All instruments and documents executed and delivered to TWP pursuant hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to TWP.
Documents to be Delivered by the. Seller at the Closing. At the Closing, the Seller shall deliver to the Buyer, NUI Telecom and NUI the following documents:
Documents to be Delivered by the. Allied Shareholders. At the Closing, the Allied Shareholders shall deliver to Buyer:
(a) Certificates representing all of the Allied Shares, duly endorsed (or accompanied by appropriate stock powers duly endorsed) in blank by the registered holders thereof for transfer, together with such supporting documents, endorsements, assignments, affidavits, and other good and sufficient instruments of sale and transfer, in form and substance satisfactory to Buyer and its counsel, as are necessary to permit Buyer to acquire the Allied Shares free of any Claim;
(b) The stock books, stock ledgers, minute books and corporate seal of Allied;
(c) An opinion of Sellers' Counsel substantially in the form attached hereto as Schedule 4.2(c), dated as of the Closing Date, addressed to Buyer;
