Documents to be Delivered by the Company. and the Vendors 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 Company and the Vendors shall also execute and deliver or cause to be delivered to Acquirer’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the Acquirer, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Company Stock to the Acquirer free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) all documentation as may be necessary and as may be required by the solicitors for the Acquirer, acting reasonably, to ensure that all of the Company Stock has been transferred, assigned and are registerable in the name of and for the benefit of the Acquirer under all applicable corporate and securities laws; (b) certificates representing the Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Acquirer and/or irrevocable stock powers transferring the Company Stock to the Acquirer; (c) certificates representing the Company Stock registered in the name of the Acquirer; (d) a certified copy of the resolutions of the shareholders, if necessary, of the Company authorizing the transfer by the Vendors to the Acquirer of the Company Stock; (e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books of the Company; (f) a copy of the audited Company’s Financial Statements for the fiscal year ended December 31, 2008, and unaudited Financial Statements for the three month period ended March 31, 2009; (g) all remaining Business Documentation; and (h) all such other documents and instruments as the Acquirer’s solicitors may reasonably require.
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Documents to be Delivered by the Company. and the Vendors 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 Company and the Vendors shall also execute and deliver or cause to be delivered to Acquirer’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the AcquirerPurchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Company Stock to the Acquirer Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) all documentation as may be necessary and as may be required by the solicitors for the AcquirerPurchaser, acting reasonably, to ensure that all shares of the Company Stock has have been transferred, assigned and are registerable registrable in the name of and for the benefit of the Acquirer Purchaser under all applicable corporate and securities laws;
(b) certificates representing the Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Acquirer and/or Purchaser or irrevocable stock powers transferring the Company Stock to the AcquirerPurchaser;
(c) certificates a certificate representing the Company Stock registered in the name of the AcquirerPurchaser;
(d) a certified copy of the resolutions of the directors (and of the Vendors and shareholders, if necessary, ) of the Company authorizing the transfer by the Vendors to the Acquirer Purchaser of the Company Stock;
(e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books and annual reports of the Company;
(f) a copy all necessary consents and approvals in writing to the completion of the audited Company’s Financial Statements for the fiscal year ended December 31, 2008, and unaudited Financial Statements for the three month period ended March 31, 2009transactions contemplated herein;
(g) a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to the solicitors for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Company and the Vendors contained in this Agreement are true and correct in all remaining Business Documentationrespects and will be true and correct as of the Closing Date as if made by the Company and the Vendors on the Closing Date;
(h) an opinion of counsel to the Company and the Vendors, dated as at the Closing Date, and addressed to the Purchaser and its counsel, in form and substance satisfactory to the Purchaser’s counsel, acting reasonably, and including the following:
(i) the due incorporation, existence and standing of the Company and its qualification to carry on business;
(ii) the authorized and issued capital of the Company;
(iii) that all Company Stock has been duly authorized and issued and is fully paid and non-assessable;
(iv) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and
(hv) that the Purchaser Stock has been duly issued to and registered in the name of the Vendors in compliance with all applicable corporate and securities laws;
(i) consents to act or other documents as may be required in connection with the appointment of any nominee or nominees of the Company and the Vendors to the Board of Directors of the Purchaser;
(j) an escrow agreement detailing the milestone achievements to be met by the Company and the Vendors prior to distributions being made of the Shares; and,
(k) all such other documents and instruments as the AcquirerPurchaser’s solicitors may reasonably require.
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Documents to be Delivered by the Company. and the Vendors prior to the Closing Date. Not later than five 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 Company and the Vendors shall also execute and deliver or cause to be delivered to AcquirerPurchaser’s counsel all such other documents, resolutions and instruments as may be necessary, in the opinion of counsel for the AcquirerPurchaser, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, the necessary transfer of all of the Company Stock Purchased Shares to the Acquirer Purchaser free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) all documentation as may be necessary and as may be required by the solicitors for the AcquirerPurchaser, acting reasonably, to ensure that all of the Company Stock has Purchased Shares have been transferred, assigned and are registerable in the name of and for the benefit of the Acquirer Purchaser under all applicable corporate and securities laws;
(b) certificates representing the Company Stock Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Acquirer Purchaser and/or irrevocable stock powers transferring the Company Stock Purchased Shares to the AcquirerPurchaser;
(c) certificates representing the Company Stock Purchased Shares registered in the name of the AcquirerPurchaser;
(d) a certified copy of the resolutions of the directors (and of the Vendors/shareholders, if necessary, ) of the Company authorizing the transfer by the Vendors to the Acquirer Purchaser of the Company StockPurchased Shares;
(e) a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books and annual reports of the Company;
(f) a copy of the audited Company’s Financial Statements for the fiscal year ended December 31, 2008, and unaudited Financial Statements for the three month period ended March 31, 2009;
(g) all remaining Business Documentation; and
(hg) all such other documents and instruments as the AcquirerPurchaser’s solicitors may reasonably require.
Appears in 1 contract
Documents to be Delivered by the Company. and the Vendors 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 The Company and the Vendors shall also execute and deliver or cause to be delivered to Acquirer’s counsel all such other Lender at the Pre-Closing the following:
(a) All the documents required or contemplated hereunder from and executed by the appropriate parties, including the Related Documents.
(b) The following certificates and documents, in form and substance satisfactory to Lender:
(i) A certificate of the Chairman of the Board of Directors, the President, any Vice President or other officer of the Company responsible for financial and accounting matters, to the effect set forth in Section 5.1 hereof and to the further effect that (i) the Company has performed or complied with all of its covenants and agreements required by this Agreement and the Related Documents to have been performed or complied with, and (ii) that all of the Company's representations and warranties in Section 2 of this Agreement are true and correct in all material respects;
(ii) Properly certified resolutions, duly authorizing the execution and delivery of this Agreement and the Related Documents, and all documents Lender may reasonably request relating to the existence and good standing of the Company and to the authorization, execution and delivery of this Agreement, the Related Documents and other matters relevant hereto;
(iii) The articles of incorporation of the Company as in effect on the Closing Date, certified by the Delaware Secretary of State as of a date no more than thirty (30) days prior to the Closing Date, a properly certified copy of the organizational resolutions and instruments bylaws of the Company as may be necessaryin effect on the Closing Date, a Certificate of Good Standing issued by the Secretary of State of Delaware with respect to the Company as of a date no more than thirty (30) days prior to the Closing Date;
(iv) A list and summary of all pending or threatened litigation against the Company certified by one of the officers specified in Subsection 9.4(b)(1) hereof;
(v) A copy of the most recent federal income tax return of the Company, or a statement certified by a proper financial officer of the Company that there is no tax return;
(vi) A copy of evidence of insurance coverage in form, scope and substance satisfactory to Lender and otherwise meeting the other requirements of Section 5.5 of this Agreement;
(vii) A draft of an opinion of counsel for the AcquirerCompany, acting reasonablydated as of the Closing Date, in form and substance satisfactory to Lender, stating:
(A) the Company has been duly organized and is validly existing in good standing under the laws of Delaware and is duly qualified to do business and is in good standing as a foreign corporation in California;
(B) the Company's authorized capital stock;
(C) the Shares have been duly authorized and validly issued to Lender and are fully paid and nonassessable;
(D) the Company has the corporate power and authority to enter into and perform the Agreement and to issue and deliver the Shares and the Note to Lender, and that the execution, delivery and performance of the Agreement, including the issuance and delivery of the Shares and the Note, have been duly authorized by all requisite corporate action, and the Agreement and the Note have been duly executed and delivered by the Company;
(E) the Agreement is a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms;
(F) the Company has valid and unencumbered title to the assets transferred by Lender, Shootout Mountain and Guarantors pursuant to Section 8.2 and paragraphs (c) and (e) of this Section 9.4;
(G) the execution and delivery of the Agreement and Note, the performance by the Company of their terms and the issuance of the Shares do not conflict with or result in a violation of the Company's Certificate of Incorporation or Bylaws or of any agreement, instrument, order, writ, judgment or decree known to counsel to which the Company is a party or is subject;
(H) no approval, authorization or other action by, or filing with, any governmental authority, is required in connection with the execution and delivery by the Company of the Agreement and the Note and the issuance of the Shares; and
(I) no registration of the Shares or the Note under the Securities Act of 1933, and no qualification of an Indenture in respect of the Note under the Trust Indenture Act of 1939, is required in connection with the offering, issuance, sale and delivery of the Shares and Note under the circumstances contemplated by the Agreement.
(c) Evidence that Shootout Mountain has assigned and transferred, or at the Closing will transfer, to complete the Company its right, title and interest to any and all of the transactions contemplated by this Agreement and its assets, including, without limitation, the necessary assets described in Section 8.2. Said assignment and transfer of all of the Company Stock to the Acquirer free and clear of all liens, security interests, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) all documentation as may shall be necessary and as may be required by the solicitors for the Acquirer, acting reasonably, to ensure that all of the Company Stock has been transferred, assigned and are registerable in the name form of and for the benefit of the Acquirer under all applicable corporate and securities laws;
(b) certificates representing the Company Stock registered in the name of the Vendors, duly endorsed for transfer to the Acquirer and/or irrevocable stock powers transferring the Company Stock to the Acquirer;
(c) certificates representing the Company Stock registered in the name of the Acquirer;Exhibit 9.4(c).
(d) a certified copy Payment, or adequate arrangement for payment on or before the Closing Date, to Lender of the resolutions Company's pro rata share of monthly expenses paid by Lender with respect to premises of Shootout Mountain on the basis of a 30-day month as of the shareholders, if necessary, date of the Company authorizing the transfer by the Vendors to the Acquirer of the Company Stock;Closing.
(e) a copy of Evidence that Guarantors have transferred, or at the Closing will transfer or have taken all corporate records and books of account of steps necessary to transfer, all rights in the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, and share certificate books of xxxx "H BAR C RANCHWEAR" to the Company;. Said transfer shall be in the form of Exhibit 9.4(e).
(f) a copy of the audited Company’s Financial Statements for the fiscal year ended December 31Mutual Release, 2008, executed by Shootout Mountain and unaudited Financial Statements for the three month period ended March 31, 2009;
(g) all remaining Business Documentation; and
(h) all such other documents and instruments as the Acquirer’s solicitors may reasonably requireGuarantors.
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