Documents to be delivered by the Acquirer prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Acquirer shall also execute and deliver or cause to be delivered to the Company’s and the Vendors’ counsel, all such other documents, resolutions and instruments that may be necessary, in the opinion of counsel for the Company and the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary acceptance of the transfer of all of the Company Stock to the Acquirer free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a copy of the resolutions of the directors of the Acquirer providing for the approval of all of the transactions contemplated hereby; (b) certificates representing the Acquirer Stock issued to the Vendors in accordance with sections “2.2” and “2.3” hereinabove; and (c) all such other documents and instruments as the Company’s and the Vendors’ respective solicitors may reasonably require.
Appears in 4 contracts
Samples: Share Exchange Agreement (TechMedia Advertising, Inc.), Share Exchange Agreement (Hubei Minkang Pharmaceutical Ltd.), Share Exchange Agreement (Sinobiopharma, Inc.)
Documents to be delivered by the Acquirer prior to the Closing Date. Not later than the Closing Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth hereinabove, the Acquirer shall also execute and deliver or cause to be delivered to the Company’s and the Vendors’ counsel, all such other documents, resolutions and instruments that may be necessary, in the opinion of counsel for the Company and the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary acceptance of the transfer of all of the Company Acquirer Stock to the Acquirer Vendors free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a copy of the resolutions of the directors of the Acquirer providing for the approval and ratification of all of the transactions contemplated hereby;
(b) certificates representing the Acquirer Stock issued to the Vendors in accordance with sections “2.2” and “2.3” hereinabove; and
(c) all such other documents and instruments as the Company’s and the Vendors’ respective solicitors may reasonably require.
Appears in 2 contracts
Samples: Share Exchange Agreement (Affinity Gold Corp.), Share Exchange Agreement (Affinity Gold Corp.)