Common use of Documents to be Delivered by the Sellers Clause in Contracts

Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) hereof; (c) copies of all consents and waivers required by Section 7.1(g) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each Seller; (e) written resignations of each of the directors of the Company, other than Xxxxxxx Xxxxxxxxx; (f) certificates of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Company, and for each state in which the Company is qualified to do business as a foreign corporation; and (g) such other documents as the Purchaser shall reasonably request.

Appears in 1 contract

Samples: Stock Purchase Agreement (WPCS International Inc)

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Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d8.1(d) and 8.1(e) hereof; (c) the opinion of Xxxxxxxxx Xxxxxxx, P.A., counsel to the Company, in substantially the form of Exhibit C hereto; (d) copies of all consents and waivers required by referred to in Section 7.1(g8.1(f) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each Seller; (e) written resignations of each of the directors of the Company, other than Xxxxxxx Xxxxxxxxx; (f) duly executed FIRPTA Affidavits for each Seller; (g) certificates of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Company, Delaware and for each state in which the Company is qualified to do business as a foreign corporation; and (gh) such other documents as the Purchaser shall reasonably request.

Appears in 1 contract

Samples: Stock Exchange Agreement (Protosource Corp)

Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the SharesMembership Interests, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) and 7.1(e) hereof; (c) copies of all consents and waivers required by referred to in Section 7.1(g) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each SellerXxx-Xxxx Ma and Xxxxxx Xxxxxxxxxxxx; (e) written resignations of each of the directors of the Company, other than Xxxxxxx Xxxxxxxxx; (f) certificates certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Companyincorporation, and for each state in which the Company is qualified to do business as a foreign corporation; and (gf) such other documents as the Purchaser shall reasonably request.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (WPCS International Inc)

Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the SharesShares referred to in Section 7.1(e) hereof, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) hereof; (c) copies of all consents and waivers required by referred to in Section 7.1(g) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each SellerXxxxx Xxxxxx and Xxxxx Xxxxxx; (e) written resignations of each of the directors of the Company, other than Xxxxxxx XxxxxxxxxXxxxx Xxxxxx and Xxxxx Xxxxxx; (f) certificates certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Companyincorporation, and for each state state, if any, in which the Company is qualified to do business as a foreign corporation; and (g) such other documents as the Purchaser shall reasonably request.;

Appears in 1 contract

Samples: Stock Purchase Agreement (WPCS International Inc)

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Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) and 7.1(e) hereof; (c) copies of all consents and waivers required by referred to in Section 7.1(g) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each SellerXxxxxx X. Xxxxx and Xxxx X. Xxxxx; (e) written resignations of each of the directors of the Company, other than Xxxxxxx XxxxxxxxxXxxxxx X.Xxxxx; (f) certificates certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Companyincorporation, and for each state in which the Company is qualified to do business as a foreign corporation; (g) the Escrow Agreement; substantially in the Form of Exhibit 2.3 hereto, duly executed by the Company and the Sellers; and (gh) such other documents as the Purchaser shall reasonably request.

Appears in 1 contract

Samples: Stock Purchase Agreement (WPCS International Inc)

Documents to be Delivered by the Sellers. At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) the certificates referred to in Section 7.1(d) and 7.1(e) hereof; (c) copies of all consents and waivers required by referred to in Section 7.1(g) hereof; (d) Employment Agreements, substantially in the form of Exhibit 6.9 hereto, duly executed by each SellerXxxxxxx, Xxxxx and Xxxxxx Xxxxxxx; (e) written resignations of each of the directors of the Company, other than Xxxxxxx XxxxxxxxxXxxxxxx and Xxxxx Xxxxxxx; (f) certificates certificate of good standing with respect to the Company issued by the Secretary of State of the State of incorporation of the Companyincorporation, and for each state in which the Company is qualified to do business as a foreign corporation; and (g) such other documents as the Purchaser shall reasonably request.

Appears in 1 contract

Samples: Stock Purchase Agreement (WPCS International Inc)

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