Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and 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 in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials: (a) a Closing agenda; (b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby; (c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby; (d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser; (e) a certificate of an officer of the Purchaser, dated as at the Closing Date, acceptable in form to counsel for the Vendors, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date; (f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and (g) all such other documents and instruments as the Vendors and the Vendors' counsel may reasonably require.
Appears in 2 contracts
Samples: Mineral Property Acquisition Agreement (Silica Resources Corp), Mineral Property Acquisition Agreement (Zoro Mining Corp.)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the each Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are may be necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each the necessary acceptance of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting transfer of all of the transfer Purchased Shares to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution of the shareholders of the Purchaser or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby hereby, and the Purchaser sending all required notice to the Purchaser's shareholders in connection therewith, or, in the alternativealternative and if acceptable in accordance with applicable corporate law, shareholders of the Purchaser holding 100% over fifty percent (50%) of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebytogether with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;
(cb) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein hereby and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(e) a certificate of an officer each of the Purchaser, dated as at the Closing Date, acceptable matters provided for in form to counsel for the Vendors, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors and the Vendors' counsel may reasonably require.paragraph "5.1
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five two calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(e) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsCompany, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(fc) written evidence consents to act, a certified copy of the resolutions of the Board of Directors of the Company and confirmationsimilar documentation required in order to effect the proposed Change in Board and Officers of the Company in accordance with section "6.3" hereinabove;
(d) such documentation as may be required and dated as at the Closing Date, and addressed to the sole Vendor and absolute satisfaction of its counsel, in form and substance satisfactory to the VendorsVendor's counsel, acting reasonably, of evidencing:
(i) the prior due and complete exercise Security for the Company's Indebtedness;
(ii) Xx. Xxxxxx'x Resignation; and
(iii) Xx. Xxxxxx'x Termination of the Option previous Consulting Arrangement;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein;
(f) the executed form of Purchaser's Counsel's Opinion, dated as at the Closing Date, and addressed to the Vendor and its counsel, in form and substance satisfactory to the Vendor'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) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein;
(iv) that the Purchased Shares have been duly issued to and registered in the name of the Purchaser in compliance with all applicable corporate and securities laws; and
(v) that all documentation delivered by the Purchaser Company and in particular the Vendor at Closing and including, without limitation, the completion and representing each of the Affiliate Share Transfer Security for the Company's Indebtedness, the Royalty, the Bonus and any required Consulting Arrangements together the Mutual Release and Indemnification, are in compliance with the payment of all Property maintenance payments prior to Closingapplicable corporate laws; and
(g) all such other documents and instruments as the Vendors and the Vendors' Vendor's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar two business days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser and/or UEC shall also execute and deliver, or cause to be delivered, to each of the Vendors and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the PurchaserAcquisition, to such other entity or subsidiary as may be determined by complete the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in Acquisition Consideration and to issue the mineral property interests comprising the Property Acquisition Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, the resolutions of the shareholders respective Boards of Directors of each of the Purchaser approving and UEC providing for the terms and conditions approval of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy written evidence of the resolutions delivery and issuance of the directors Acquisition Consideration in accordance with section "1.1" hereinabove and comprised of:
(i) the payment of the Purchaser providing for Cash Payment;
(ii) the approval Relinquishment of the terms Promissory Notes; and conditions Payment;
(iii) the issuance and delivery of this Agreement and a UEC share certificate, subject to the normal resale provisions applicable thereto, representing all of the transactions contemplated herebyAcquisition Shares issued and registered as directed by the Vendors in accordance with section "1.1
(a) hereinabove;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, the Regulatory Approval from all Regulatory Authorities having jurisdiction over the PurchaserApproval;
(e) written evidence of the Purchaser's satisfaction with its due diligence in accordance with section "2.1" hereinabove;
(f) a certificate of an officer from each of the PurchaserPurchaser and UEC, dated as at of the Closing Date, acceptable in form to counsel for the Vendors, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of each of the Purchaser and UEC contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by each of the Purchaser and UEC on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors and the Vendors' counsel may reasonably require.
Appears in 1 contract
Samples: Property Acquisition Agreement (Uranium Energy Corp)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not later than five one calendar days day prior to the Closing Date and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements Issuance and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrancesencumbrances and, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(dc) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(ed) a certificate of an officer of the Purchaser, dated as at the Closing Date, acceptable in form to counsel for the VendorsVendor, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date;
(fe) written evidence and confirmation, to the sole and absolute satisfaction of the VendorsVendor, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer Issuance and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(gf) all such other documents and instruments as the Vendors Vendor and the Vendors' Vendor's counsel may reasonably require.
Appears in 1 contract
Samples: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar two business days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Vendor and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the PurchaserAcquisition, to such other entity or subsidiary as may be determined by make the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in Acquisition Payment and to issue the mineral property interests comprising the Property Acquisition Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(ba) if requiredrequired by applicable corporate law, a certified copy of an ordinary (or special) resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebythereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) the remaining Acquisition Payment comprised of the Final Cash Payment and the Acquisition Shares, in the form of a Purchaser common stock share certificate subject to the normal resale provisions applicable thereto, and representing all of the Acquisition Shares issued and registered in the name of the Vendor;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) confirmation of the Purchaser's satisfaction with its due diligence in accordance with section "2.1" hereinabove;
(g) written evidence, satisfactory to the Purchaser in its sole and absolute discretion, acting reasonably, that the Concentric Closing has closed or is closed into escrow pending the Closing of this Acquisition;
(h) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendor, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(gi) all such other documents and instruments as the Vendors and the Vendors' Vendor's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the each Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are may be necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each the necessary acceptance of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting transfer of all of the transfer Purchased Shares to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution of the shareholders of the Purchaser or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby hereby, and the Purchaser sending all required notice to the Purchaser's shareholders in connection therewith, or, in the alternativealternative and if acceptable in accordance with applicable corporate law, shareholders of the Purchaser holding 100% over fifty percent (50%) of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebytogether with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein hereby and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(e) a certificate of an officer each of the Purchaser, dated as at the Closing Date, acceptable matters provided for in form to counsel for the Vendors, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors and the Vendors' counsel may reasonably require.paragraph "6.1
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five two calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendors the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property entire Purchase Price Shares free and clear of all liens, charges and encumbrances, however, subject to the normal U.S. resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100over 50% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyhereunder together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein hereby and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over each of the matters provided for in section "5.1(e)" hereof;
(d) the due Cancellation of Shares by certain founders of the Purchaser;
(e) share certificates, subject to the normal U.S. resale provisions applicable thereto, representing all of the Shares issued and registered in the names of the Vendors as notified by the Vendors to the Purchaser prior to Closing in accordance with section "2.2" hereinabove;
(f) Debt Share certificates, subject to the normal U.S. resale provisions applicable thereto, representing all of the Debt Shares issued and registered in the names of those Company Creditors under the Company Shares for Debt as notified by the Vendors to the Purchaser prior to Closing in accordance with section "3.1" hereinabove;
(g) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsCompany, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(fh) written evidence resignations and confirmation, similar documentation required in order to effect the proposed Change in Board and officers of the Purchaser;
(i) a certified copy of the resolutions of the Board of Directors of the Purchaser accepting the proposed Change in Board and officers of the Purchaser;
(j) a certificate of an executive officer of the Purchaser confirming that the Purchaser has raised into trust or otherwise sufficient funding in order to close the minimum required Private Placement at Closing on the terms as set forth in section "4.1" hereinabove and that the sum of not less than U.S. $1,000,000 in liquid funds is available to the sole Company at Closing from the Private Placement proceeds;
(k) all necessary consents and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and approvals in particular including, without limitation, writing to the completion of the Affiliate Share Transfer transactions contemplated herein;
(l) a follow-on opinion of the counsel for the Purchaser, dated as at the Closing Date, and any required Consulting Arrangements together with addressed to the payment of all Property maintenance payments prior to ClosingVendors and their counsel, in form provided herewith as an Exhibit; and
(gm) all such other documents and instruments as the Vendors Vendors' and the Vendors' Company's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendor the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, and thereby together with certification of any required notice to all shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing such written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyresolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated herebyhereby and including, without limitation, each of the matters provided for in paragraph "5.1(f)" hereinabove;
(d) share certificates, subject to the normal resale provisions applicable thereto, representing all of the Purchase Price Shares issued and registered in the name or names as notified by the Vendor to the Purchaser prior to Closing in accordance with sections "2.2" and "2.3" hereinabove;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendor and the Company, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors Vendor's and the Vendors' Company's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendors the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, and thereby together with certification of any required notice to all shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing such written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyresolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated herebyhereby and including, without limitation, each of the matters provided for in paragraph "5.1(f)" hereinabove;
(d) share certificates, subject to the normal resale provisions applicable thereto, representing all of the Purchase Price Shares issued and registered in the names of the Vendors as notified by the Vendors to the Purchaser prior to Closing in accordance with sections "2.2" and "2.3" hereinabove;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendors and the Company, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors Vendors' and the Vendors' Company's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendors the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, and thereby together with certification of any required notice to all shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing such written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyresolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated herebyhereby and including, without limitation, each of the matters provided for in paragraph “5.1(f)” hereinabove;
(d) share certificates, subject to the normal resale provisions applicable thereto, representing all of the Purchase Price Shares issued and registered in the names of the Vendors as notified by the Vendors to the Purchaser prior to Closing in accordance with sections “2.2” and “2.3” hereinabove;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendors and the Company, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors Vendors’ and the Vendors' Company’s counsel may reasonably require.
Appears in 1 contract
Samples: Share Exchange Agreement (Morgan Creek Energy Corp)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendors the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) share certificates, subject to the normal resale provisions applicable thereto, representing all of the Initial Shares issued and registered in the name or names as notified by the Vendors to the Purchaser prior to Closing in accordance with sections "2.2" and "2.3" hereinabove, which are to be delivered to the Escrow Agent;
(d) written evidence of the due and complete allotment and reservation for issuance by the Purchaser of the balance of the Shares which are to be issued and registered in the name or names as notified by the Vendors to the Purchaser in accordance with section "2.2" hereinabove;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendors and the Company, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors Vendors' and the Vendors' Company's counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five two calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, deliver or cause to be delivered, to the Escrow Agent delivered all such other documents, resolutions and instruments as are 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, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting accept the transfer to the Purchaser (orof all right, at the sole entitlement and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Company Stock free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary or special resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100over 50% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyAgreement;
(cb) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated herebyhereby and including, without limitation, each of the matters provided for in paragraph “8.1(d)” hereinabove;
(c) an executed treasury order of the Purchaser providing for all of the Purchaser Stock in the names of the Vendors in accordance with sections “2.2” and “2.3” hereinabove and the fully transferred Super Voting Shares into the names of the Inventor and the Co-Founder in accordance with sections “2.2” and “2.4” hereinabove;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(e) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to the legal counsel for the Company and the Vendors, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence the resignations in writing of such of the existing directors and confirmationofficers of the Purchaser as may be requested by management for the Company;
(g) a certified copy of the resolutions of the directors of the Purchaser accepting the resignations of such of the existing directors and officers of the Purchaser as may be requested by management for the Company and, in addition, appointing such persons as officers and members of the Board of Directors of the Company as the Company and the Vendors may so determine in writing, from time to the time, in their sole and absolute satisfaction discretion, prior to the Closing Date;
(h) an opinion of counsel to the Purchaser, dated as at the Closing Date, and addressed to the Company, the Vendors and their respective counsel, in form and substance satisfactory to the Company’s and the Vendors’ respective counsel, acting reasonably, and including the following:
(i) the due incorporation, existence and standing of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, its qualification to carry on business;
(ii) the completion authorized and issued capital of the Affiliate Share Purchaser (relying on a certificate of the registrar and Transfer Agent of the Purchaser as to the number of securities issued);
(iii) all necessary steps and any required Consulting Arrangements together proceedings have been taken in connection with the payment execution, delivery and performance of all Property maintenance payments prior to Closingthis Agreement and the transactions contemplated herein; and
(giv) the due issuance of the Purchaser Stock as fully paid and non-assessable and having been issued in accordance with an applicable registration and prospectus exemption available under the Securities Act; and
(i) evidence reasonably satisfactory of the termination of all management and services contracts shall be furnished to the Company, the Vendors, and their respective legal counsel;
(j) evidence reasonably satisfactory of the cancellation of the Series B Preferred Shares shall be furnished to the Company, the Vendors, and their respective legal counsel; and
(k) all such other documents and instruments as the Vendors Company’s and the Vendors' ’ respective legal counsel may reasonably require.
Appears in 1 contract
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar days two Business Days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Vendor and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the PurchaserAcquisition, to such other entity or subsidiary as may be determined by make the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in Acquisition Payment and to issue the mineral property interests comprising the Property Acquisition Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:: -- Property Acquisition Agreement -- -- Uranium Energy Corp. --
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) the Acquisition Payment inclusive of a share certificate of the Purchaser, subject to the normal resale provisions applicable thereto, representing all of the Acquisition Shares issued and registered in the name of the Vendor;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, the Regulatory Approval from all Regulatory Authorities having jurisdiction over the PurchaserApproval;
(e) confirmation of the Purchaser’s satisfaction with its due diligence in accordance with section “2.1” hereinabove;
(f) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendor, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors and the Vendors' Vendor’s counsel may reasonably require.
Appears in 1 contract
Samples: Property Acquisition Agreement (Uranium Energy Corp)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "“2" ” hereinabove, and 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 in Articles "“2" ” and "“5" ” hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrances, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(e) a certificate of an officer of the Purchaser, dated as at the Closing Date, acceptable in form to counsel for the Vendors, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors and the Vendors' ’ counsel may reasonably require.
Appears in 1 contract
Samples: Mineral Property Acquisition Agreement (Brock Paul Douglas)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five calendar two business days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser and/or UEC shall also execute and deliver, or cause to be delivered, to each of the Vendors and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the Vendors, acting reasonably, to complete all of the transactions contemplated by this Agreement and includingAcquisition, without limitationto exercise the Options, each of to complete the Affiliate Share TransferAcquisition Consideration, Consulting Arrangements and maintenance payments hereunderto complete the Option Consideration, and effectively accepting to issue the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property Acquisition Shares free and clear of all liens, charges and encumbrances, however, subject to the normal resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, the resolutions of the shareholders respective Boards of Directors of each of the Purchaser approving and UEC providing for the terms and conditions approval of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy written evidence of the resolutions delivery and issuance of the directors Acquisition Consideration in accordance with section "1.1" hereinabove and comprised of:
(i) the payment of the Purchaser providing for Cash Payment;
(ii) the approval Rio Bravo Relinquishment of the terms Rio Bravo Promissory Note; and
(iii) the issuance and conditions delivery of this Agreement and a UEC share certificate, subject to the normal resale provisions applicable thereto, representing all of the transactions contemplated herebyAcquisition Shares issued and registered as directed by Rio Bravo in accordance with section "1.1" hereinabove;
(d) written evidence of the delivery and issuance of the Option Consideration in accordance with section "1.2" hereinabove and comprised of:
(i) the payment of the Option Payments;
(ii) the M&L Relinquishments of the M&L Promissory Notes; and
(iii) the payment of the Maintenance Payments;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, the Regulatory Approval from all Regulatory Authorities having jurisdiction over the PurchaserApproval;
(ef) written evidence of the Purchaser's satisfaction with its due diligence in accordance with section "2.1" hereinabove;
(g) a certificate of an officer from each of the PurchaserPurchaser and UEC, dated as at of the Closing Date, acceptable in form to counsel for the Vendors, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of each of the Purchaser and UEC contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by each of the Purchaser and UEC on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the Vendors, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(gh) all such other documents and instruments as the Vendors and the Vendors' counsel may reasonably require.".
(k) Section "9.4" (titled Opinions, reports and advance of each of the Vendors) of the Property Acquisition Agreement is hereby amended and restated as follows:
Appears in 1 contract
Samples: Property Acquisition Agreement (Uranium Energy Corp)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not later than five three 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 in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Escrow Agent all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements Issuance and maintenance payments hereunder, and effectively accepting the transfer to the Purchaser (or, at the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property free and clear of all liens, charges and encumbrancesencumbrances excepting the Net Smelter Royalty provided for herein, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaser;
(e) a certificate of an officer of the Purchaser, dated as at the Closing Date, acceptable in form to counsel for the VendorsVendor, acting reasonably, certifying that the representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects as of the Closing Date as if made by the Purchaser on the Closing Date;
(f) written evidence and confirmation, to the sole and absolute satisfaction of the VendorsVendor, acting reasonably, of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, the completion of the Affiliate Share Transfer Issuance and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to Closing; and
(g) all such other documents and instruments as the Vendors Vendor and the Vendors' Vendor's counsel may reasonably require.
Appears in 1 contract
Samples: Mineral Property Acquisition Agreement (Douglas Lake Minerals Inc.)
Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five two calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendor Group and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Resulting Shareholder Group the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property entire Purchase Price Shares free and clear of all liens, charges and encumbrances, however, subject to the normal U.S. resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby and thereby or, in the alternative, shareholders of the Purchaser holding 100over 50% of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebythereunder together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated herebyhereby and including, without limitation, each of the matters provided for in paragraph "5.1(e)" hereinabove;
(d) share certificates, subject to the normal U.S. resale provisions applicable thereto, representing all of the Purchase Price Shares issued and registered in the names of the Resulting Shareholder Group as notified by the Vendor to the Purchaser prior to Closing in accordance with section "2.2" hereinabove;
(e) all necessary consents and approvals in writing to the completion of the transactions contemplated herein and including, without limitation, Regulatory Approval from all Regulatory Authorities having jurisdiction over the Purchaserherein;
(ef) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsVendor Group and the Company, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing DateDate and, in addition, certifying that the issued and outstanding common shares of the Company immediately subsequent to Closing is not more than 43,500,000 common shares on a non-fully diluted basis;
(fg) written evidence resignations and confirmation, similar documentation required in order to effect the proposed Change in Board and officers of the Purchaser together with the appointment of the proposed President through the Interview Committee established therefore;
(h) a certified copy of the resolutions of the Board of Directors of the Purchaser accepting the proposed Change in Board and officers of the Purchaser together with the appointment of the proposed President through the Interview Committee established therefore;
(i) confirmation that the Purchaser has raised into trust or otherwise sufficient funding in order to close the minimum required Private Placement at Closing on the terms as set forth in paragraph "4.1(bh)" hereinabove; such that the sum of not less than U.S. $2,000,000 in liquid funds is available to the sole Company at Closing from the Private Placement proceeds;
(j) an opinion of counsel to the Purchaser, dated as at the Closing Date, and absolute satisfaction of addressed to the VendorsVendor Group, the Company and their counsel, in form and substance satisfactory to the Vendor Group's and the Company's counsel, acting reasonably, and including the following:
(i) the due incorporation, existence and standing of the prior due Purchaser and complete exercise its qualification to carry on business;
(ii) the authorized and issued capital of the Option Purchaser (relying on a certificate of the registrar and transfer agent of the Purchaser as to the number and class of securities issued);
(iii) all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement, any Formal Agreement and the transactions contemplated herein and therein, respectively;
(iv) the due Cancellation of Shares by certain founders of the Purchaser;
(v) if applicable, the filing by the Purchaser and of a Form S-8 registration statement for a stock option plan in particular including, without limitation, the completion estimated amount of not less than 2,000,000 common shares of the Affiliate Share Transfer and any required Consulting Arrangements together with the payment of all Property maintenance payments prior to ClosingPurchaser; and
(gvi) the due issuance of the Shares as fully paid and non-assessable and having been issued in accordance with an applicable registration and prospectus exemption available under the Securities Act; and
(k) all such other documents and instruments as the Vendors Vendor Group's and the Vendors' Company's counsel may reasonably require.
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Documents to be delivered by the Purchaser prior to the Closing Date. Subject to the prior and due and complete exercise of by the Purchaser of the Option in accordance with Article "2" hereinabove, and not Not later than five two calendar days prior to the Closing Date Date, and in addition to the documentation which is required by the agreements and conditions precedent which are set forth in Articles "2" and "5" hereinabove, the Purchaser shall also execute and deliver, or cause to be delivered, to the Company, the Transfer Agent and/or the Escrow Agent Agent, as applicable, all such other documents, resolutions and instruments as are necessary, in the opinion of counsel for the VendorsVendors and the Company, acting reasonably, to complete all of the transactions contemplated by this Agreement and including, without limitation, each of the Affiliate Share Transfer, Consulting Arrangements and maintenance payments hereunder, and effectively accepting the transfer issue to the Purchaser (or, at Vendors the sole and absolute discretion of the Purchaser, to such other entity or subsidiary as may be determined by the Purchaser prior to the Closing Date) of an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property entire Purchase Price Shares free and clear of all liensLiens, charges and encumbrances, however, subject to the normal U.S. resale provisions applicable thereto, and in particular including, but not being limited to, the following materials:
(a) a Closing agenda;
(b) if required, a certified copy of an ordinary resolution or, where required, a special resolution, of the shareholders of the Purchaser approving the terms and conditions of this Agreement and all of the transactions contemplated hereby or, in the alternative, shareholders of the Purchaser holding 100% over fifty percent (50%) of the issued shares of the Purchaser providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated herebyhereunder together with certification of any required notice to all shareholders of the Purchaser of such written consent resolutions;
(c) a certified copy of the resolutions of the directors of the Purchaser providing for the approval of the terms and conditions of this Agreement and all of the transactions contemplated hereby;
(d) all necessary consents and approvals in writing to the completion of the transactions contemplated herein hereby and including, without limitation, Regulatory Approval from each of the matters provided for in section "5.1(e)" hereinabove;
(d) share certificates, subject to the normal U.S. resale provisions applicable thereto, representing all Regulatory Authorities having jurisdiction over of the PurchaserPurchase Price Shares issued and registered in the names of the Vendors as notified by the Vendors to the Purchaser prior to Closing in accordance with section "2.2" hereinabove;
(e) share certificates, subject to the normal U.S. resale provisions applicable thereto, representing all of the Additional Transferred Shares transferred from the Founding Shareholder to the order and direction of the Vendors at Closing in accordance with section "2.3" hereinabove;
(f) Units For Debt common share and Loan Warrant certificates, subject to the normal U.S. resale provisions applicable thereto, representing all of the Units For Debt issued to the Company's Creditors in accordance with section "2.6" hereinabove;
(g) share certificates representing all of the Trading Transferred Share transfer from certain Existing Shareholders to the order and direction of the Vendors at Closing in accordance with section "2.7" hereinabove;
(h) a certificate of an officer of the Purchaser, dated as at of the Closing Date, acceptable in form to counsel for the VendorsCompany, acting reasonably, certifying that the warranties, representations, warranties, covenants and agreements of the Purchaser contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Purchaser on the Closing Date;
(fi) written evidence resignations and confirmation, similar documentation required in order to effect the proposed Change in Board and officers of the Purchaser in accordance with section "4.1" hereinabove;
(j) a certified copy of the resolutions of the Board of Directors of the Purchaser accepting the proposed Change in Board and officers of the Purchaser;
(k) confirmation that the Purchaser has raised into trust or otherwise sufficient funding in order to close the minimum required Private Placement at Closing on the terms as set forth in paragraph "4.1" hereinabove; such that the sum of not less than U.S. $4,000,000 in liquid funds is available to the sole Company at Closing from the Private Placement proceeds;
(l) all necessary consents and absolute satisfaction approvals in writing to the completion of the transactions contemplated herein;
(m) an opinion of counsel to the Purchaser, dated as at the Closing Date, and addressed to the Company, the Vendors and their counsel, in form and substance satisfactory to the Company's and the Vendors' counsel, acting reasonably, and including the following:
(i) the due incorporation, existence and standing of the prior due and complete exercise of the Option by the Purchaser and in particular including, without limitation, its qualification to carry on business;
(ii) the completion authorized and issued capital of the Affiliate Share Transfer Purchaser (relying on a certificate of the registrar and any required Consulting Arrangements together transfer agent of the Purchaser as to the number and class of securities issued);
(iii) all necessary steps and proceedings have been taken in connection with the payment execution, delivery and performance of all Property maintenance payments prior to Closingthe Formal Agreement and the transactions contemplated herein and therein, respectively; and
(giv) the due issuance of the Purchase Price Shares as fully paid and non-assessable and having been issued in accordance with an applicable registration and prospectus exemption available under the Securities Act; and
(n) all such other documents and instruments as the Vendors Company's and the Vendors' counsel may reasonably require.
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