Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall deliver to the Sellers the following:
(a) The Purchase Price;
(b) the certificates referred to in Section 7.2(d) hereof; and
(c) such other documents as the Sellers shall reasonably request.
Documents to be Delivered by the Purchaser. At the closing the Purchaser shall deliver to the Company and the Shareholders the following documents:
a. Certificates for the number of shares of common stock of the Purchaser as determined in subsection 1.2. hereof.
b. Such other documents of transfer, certificates of authority and other documents as the Company and/or the Shareholders may reasonably request.
Documents to be Delivered by the Purchaser. At or prior to the Closing, the Purchaser shall deliver to the Escrow Agent the following:
(a) the Purchase Price;
(b) the certificates referred to in Section 7.2(d) hereof;
(c) such other documents as the Seller shall reasonably request.
Documents to be Delivered by the Purchaser. At or prior to the Amazônia Closing or the Alternative Amazônia Closing, as the case may be, the Purchaser shall deliver, or cause to be delivered, to Seller, or shall otherwise cause to occur, the following:
(a) a certificate of a duly authorized representative of the Purchaser certifying that the closing conditions set forth in Sections 6.1. (with respect to the conditions applicable to the Purchaser) and 6.3. have been satisfied, or, in latter case, waived, and that Purchaser has obtained all corporate authorizations and Consents referred to in Sections 4.2 and 4.3. below;
(b) the payment of the Amazônia Purchase Price, including evidence of the wire transfer referred to in Section 2.3. hereof;
(c) the Assignment of the Amazônia Subscription Rights Agreement for the Amazônia Subscription Rights regarding Amazônia Holding Shares, in the form and substance attached hereto as Annex E;
(d) a certificate issued by the Purchaser confirming that the representations and warranties of Purchaser contained herein are true and correct in all material respects (except for representations and warranties that are qualified as to materiality, which shall be true and correct) as of the Amazônia Closing or the Alternative Amazônia Closing, as the case may be (except that representations and warranties that are made as of a specific date) and that it has complied in all material respects with all the covenants and agreements of the Purchaser contained herein; and
(e) an opinion of legal counsel to Purchaser substantially in the form of Schedule 2.6(e) hereto.
2.6.1. Purchaser shall indicate in writing before the Amazônia Closing Date or the Amazônia Alternative Closing Date, as the case may be, the names of each of the officers and members of the Board of Directors is willing to appoint and elect for to each of the Amazônia Companies at the shareholders meetings to take place on the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be), that shall replace the officers and members of the Board of Directors of the Amazônia Companies occupying such positions at the Amazônia Closing Date or the Amazônia Alternative Closing Date (as the case may be).
Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall execute and deliver, or cause to be executed and delivered, to the Vendors those agreements, instruments and other documents required to be delivered by the Purchaser pursuant to Schedule 9.2 and such other instruments and documents and items and make such payments of money as are required by the terms of this Agreement to be delivered or paid at the Closing.
Documents to be Delivered by the Purchaser. On the Closing Date the Purchaser shall deliver or cause to be delivered to the Vendor's solicitors:
(a) a wire transfer of funds to an account designated by the Vendor for the portion of the Purchase Price payable on the Closing Date;
(b) the certificate of the Purchaser to be given under paragraph 7.3(c) hereof;
(c) the Promissory Note and the Security Instruments duly executed by the Purchaser;
(d) the Flour Supply Agreement duly executed by the Purchaser; and
(e) such other documents, instruments or other writings in form and content satisfactory to the Vendor acting reasonably required to give effect to the provisions of this Agreement.
Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall deliver to the Company the following:
(a) evidence of the wire transfer referred to in Section 2.2(a) hereof;
(b) the certificate referred to in Section 7.3(c) hereof;
(c) the Employee Bonus Incentive Plan;
(d) the Assignment and Assumption Agreement; and
Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall deliver to the Seller the following:
(a) the Closing Payment (provided that the Preferred Stock may be delivered within three (3) business days of the Closing Date pursuant to Section 2.2(ii); provided, however, if the Closing Payment is not delivered at Closing, the Purchaser shall deliver irrevocable instructions to the Purchaser’s Transfer Agent to deliver the Closing Payment as required under this Agreement);
(b) the certificates referred to in Section 7.2(e) hereof;
(c) Employment Agreements and Consulting Agreement, substantially in the forms of Exhibits D-1 and D-2 hereto, duly executed by Oxxxx Xxxxxxxxx and Jxxxx Xxxx and Strategic Capital Advisors, respectively;
(d) such other documents as the Seller shall reasonably request.
Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall deliver to the Sellers and/or Escrow Agent the following:
8.2.1 the Initial Purchase Price, Escrow Amount, Settlement Escrow Amount, and the Trade Escrow Agreement (if any), each in accordance with Section 2.3;
8.2.2 evidence of the wire transfers of the Initial Purchase Price, Escrow Amount, Settlement Escrow Amount, and Trade Escrow Amount (if any) referred to in Sections 2.3.1 and 2.3.2, respectively;
Documents to be Delivered by the Purchaser. At the Closing, the Purchaser shall deliver to the Sellers the following:
(a) the Acquisition Shares;
(b) the certificates referred to in Section 6.2(d) hereof;
(c) copies of all consents and waivers referred to in Section 6.1(f) hereof;
(d) certificates of good standing with respect to the Purchaser issued by the Secretary of the State of the Delaware;
(e) resignation of the sole officer of the Company effective as of the Closing Date and his resignation as the sole member of the Board of Directors of Purchaser, to be effective 10 days after the mailing of the Schedule 14f-1 to the shareholders of Purchaser;
(f) resolution of the Board of Directors appointing Xxxx X. Xxxxxxxx as a director of the Purchaser and Xxxx X. Xxxxxxxx, Xxxxxx Xxxxxxxx and Lycinder Xxxxxxx as officers of the Corporation; and
(i) such other documents as the Sellers shall reasonably request.
