Execution and Delivery of Documents; The Closing Sample Clauses

Execution and Delivery of Documents; The Closing. (a) The Closing of the purchase and sale of the shares of Consideration Stock (the "Closing") shall take place within sixty (60) days from the date hereof (the "Closing Date"). On the Closing Date, (i) the Target Company shall execute and deliver to the Escrow Agent a certificate in the name of Seaside representing the shares of Consideration Stock; (ii) the Target Company shall execute and deliver to Seaside a certificate of its President, in the form of EXHIBIT B annexed hereto, certifying that attached thereto is a copy of resolutions duly adopted by the Board of Directors of the Target Company authorizing the Target Company to execute and deliver the Transaction Documents and to enter into the transactions contemplated thereby, provided that the Target Company may execute such certificate upon the execution of this Agreement, in which case it will be held in escrow by the Escrow Agent and delivered at Closing; (iii) Seaside shall execute and deliver to the Escrow Agent a certificate in the name of the Target Company or a provisional letter of allotment for a trading account in the name of the Escrow Agent representing the Seaside Escrow Shares and a certificate in the name of the Target Company or a provisional letter of allotment for a trading account in the name of Escrow Agent (to be held for the benefit of the Target Company) representing the balance of the Seaside Consideration Shares; (iv) the Target Company and Seaside shall execute and deliver to each other an executed Registration Rights Agreement in the form annexed hereto as EXHIBIT C, provided that the Target Company and Seaside may execute the Registration Rights Agreement upon the execution of this Agreement, in which case it will be held in escrow by the Escrow Agent and delivered at Closing; (v) the Target Company, Seaside and the Escrow Agent shall execute and deliver to each other an executed Escrow Agreement in the form annexed hereto as EXHIBIT A, provided that the Target Company, Seaside and Escrow Agent may execute the Escrow Agreement upon the execution of this Agreement, in which case it will be held in escrow by the Escrow Agent and delivered at Closing; (vi) the Target Company shall execute and deliver to HW or its assigns certificates or access to a trading account in the name of HW representing the Consideration Stock and the Seaside Shares owed to HW pursuant to a separate advisory agreement between HW and the Target Company; (vii) Seaside shall execute and deliver to the E...
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Execution and Delivery of Documents; The Closing. (a) The Closing of the purchase and sale of the shares of Consideration Stock (the "Closing") shall take place by August 20, 2004 (the "Closing Date"). On the Closing Date, (i) the Target Company shall execute and deliver to the Escrow Agent certificates in the name of Xxxxxxx representing the shares of Consideration Stock; (ii) the Target Company shall execute and deliver to Xxxxxxx a certificate of its President, in the form of EXHIBIT B annexed hereto, certifying that attached thereto is a copy of resolutions duly adopted by the Board of Directors of the Target Company authorizing the Target Company to execute and deliver the Transaction Documents and to enter into the transactions contemplated thereby; (iii) the Target Company, Xxxxxxx and the Escrow Agent shall execute and deliver to each other the Escrow Agreement; (iv) Xxxxxxx shall execute and deliver to the Escrow Agent certificates in the name of the Target Company representing the Xxxxxxx Consideration Shares to the Escrow Agent; and (v) the Target Company shall wire the monies owed to G&P pursuant to Section 5.1 hereof for legal fees with the following wire instructions: Citibank, N.A. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX ABA Routing No.: 000000000 Account Name: Gottbetter & Partners, LLP Account No. 00000000 Reference: Cirilium Holdings, Inc.
Sample 1Sample 2See All (8)
Execution and Delivery of Documents; The Closing. The Closing of the purchase and sale of the Shares (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement (the “Closing Date”). On the Closing Date, (i) the Company shall execute and deliver to the Purchaser the certificates representing the Shares, which Shares shall have the respective rights, preferences and privileges as set forth in the Articles of Amendment annexed as Exhibit A hereto; and (ii) the Purchaser shall deliver to the Company the Purchase Price, payable in cash or other immediately available funds, for the Shares. SECTION III REPRESENTATIONS AND WARRANTIES 3.1
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Execution and Delivery of Documents; The Closing. (a) The Closing of the purchase and sale of the Preferred Stock (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement (the "Closing Date"). On the Closing Date, (i) the Company shall execute and deliver to the Purchaser the certificates representing the Preferred Stock; and (ii) the Purchaser shall deliver to the Company the cash consideration for the Preferred Stock. Such consideration shall be in the form of wire transfer of immediately available funds. The wiring instructions of the Company are:
Sample 1
Execution and Delivery of Documents; The Closing. (a) The Closing of the purchase and sale of the Debentures (the "Closing") shall take place simultaneously with the execution and delivery of -------- this Agreement (the "Closing Date"). On the Closing Date, ------------- (i) the Company shall deliver to the Purchasers original and duly executed Debentures and other Transaction Documents registered in the name of the Purchaser and/or its assigns in the amount set forth in SCHEDULE 1; and (ii) the Company shall execute and deliver to the Purchaser a certificate of its President, in the form of EXHIBIT I annexed hereto, ---------- certifying that attached thereto is a copy of resolutions duly adopted by the Board of Directors of the Company authorizing the Company to execute and deliver the Transaction Documents and to enter into the transactions contemplated thereby; (iii) the Company shall execute and deliver to Purchaser an executed Power of Attorney in the form annexed hereto as EXHIBIT G; ----------- (iv) the Company and the Purchaser shall execute and deliver to each other an executed Registration Rights Agreement in the form annexed hereto as EXHIBIT J; --------- (v) the Company, the Purchaser and the Escrow Agent shall execute and deliver to each other an executed copy of Escrow Agreement annexed hereto as EXHIBIT M; and ---------- (vi) the Purchaser shall deliver to the Company the Armadillo Shares.
Sample 1
Execution and Delivery of Documents; The Closing. (a) The Closing of the purchase and sale of the shares of Consideration Stock (the "Closing") shall take place within sixty (60) days from the date hereof (the "Closing Date"). On the Closing Date, (i) the Target Company shall execute and deliver to the Escrow Agent a certificate in the name of Langley representing shares of Consideration Stock; (xx) the Target Company shall execute and deliver to Langley a certificate of its President, in the form of EXHIBIT B annxxxx xxreto, certifying that attached thereto is a copy of resolutions duly adopted by the Board of Directors of the Target Company authorizing the Target Company to execute and deliver the Transaction Documents and to enter into the transactions contemplated thereby; (iii) the Target Company, Langley and the Escrow Agent shall execute and deliver to each other xxx Xxcrow Agreement; and (iv) Langley shall deliver the Langley Consideration Shares to the Escrow Xxxxx.
Sample 1

Related to Execution and Delivery of Documents; The Closing

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • APPOINTMENT AND DELIVERY OF DOCUMENTS (a) The Trust, on behalf of each Fund listed in Schedule A, hereby appoints GFS to provide administrative services for the Trust as described hereinafter, as administrator of the Trust for the period and on the terms set forth in this Agreement. GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 of this Agreement. (b) In connection therewith the Trust has delivered to GFS copies of: (i) the Trust's Agreement, Declaration of Trust and Bylaws (collectively, as amended from time to time, "Organizational Documents"); (ii) the Trust's Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended ("Securities Act"), and the 1940 Act ("Registration Statement"); (iii) the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC; (iv) the Trust's current Prospectus and Statement of Additional Information for each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"); (v) the current plan of distribution adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan"); and (vi) procedures adopted by the Trust in accordance with Rule 17a-7 under the 1940 Act with respect to affiliated transactions. (c) The Trust shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b), and shall deliver to GFS a certified copy of the resolution of the Board of Trustees of the Trust ("Board") appointing GFS and authorizing the execution and delivery of this Agreement.

  • Authorization, Execution and Delivery The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Due Authorization, Execution and Delivery (a) Borrower represents and warrants that the execution of the Loan Documents and the Indemnity Agreement have been duly authorized and there is no provision in the organizational documents of Borrower requiring further consent for such action by any other entity or person. (b) Borrower represents and warrants that it is duly organized, validly existing and is in good standing under the laws of the state of its formation and in the State, that it has all necessary licenses, authorizations, registrations, permits and/or approvals to own its properties and to carry on its business as presently conducted. (c) Borrower represents and warrants that the execution, delivery and performance of the Loan Documents will not result in Borrower's being in default under any provision of its organizational documents or of any mortgage, lease, credit or other agreement to which it is a party or which affects it or the Property. (d) Borrower represents and warrants that the Loan Documents and the Indemnity Agreement have been duly authorized, executed and delivered by Borrower and constitute valid and binding obligations of Borrower which are enforceable in accordance with their terms.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Execution and Delivery of Guaranty The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.