Obligations Upon Closing Sample Clauses

Obligations Upon Closing. The Investor agrees to advance the amount corresponding to the Advance Notice to the Company upon completion of each of the following conditions: (i) The Company shall have delivered via electronic delivery to the Investor the Advance Shares applicable to the Advance in accordance with Section 2.3(a). (ii) A Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all applicable Advance Shares to be issued in connection with the Advance and any certificates evidencing such shares shall be free of restrictive legends. (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable SEC regulations; and (v) the Company’s transfer agent shall be DWAC eligible.

Obligations Upon Closing. At the closing: (a) Seller shall deliver to Buyer a bill of ▇▇▇e. (b) The parties shall execute all documents deemed necessary and appropriate to effect issuance and delivery to Seller of the shares of Common Stock, as described in Paragraph 2 hereof.

Obligations Upon Closing. The Investor agrees to Put the amount corresponding to the Put Notice to the Company upon completion of each of the following conditions: (i) The Company shall have delivered via electronic delivery to the Investor the Put Shares applicable to the Put in accordance with Section 2.3(a) and the Put Shares have been deemed by the Investor’s brokerage firm to be in good form acceptable for sale and the Common Stock of the Company shall be listed on the OTC QB or higher. (ii) A Registration Statement filed pursuant to the Registration Rights Agreement shall be effective and available for the resale of all applicable Put Shares to be issued in connection with the Put and any certificates evidencing such shares shall be free of restrictive legends and at least five trading days have transpired from any previous Put Date. (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities, or shall have the availability of exemptions therefrom. The sale and issuance of the Registrable Securities shall be legally permitted by all laws and regulations to which the Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable SEC regulations; (v) The Company shall have paid any unpaid fees and the Commitment Fee as set forth in Section 12.4 below or withheld such amounts as provided in Section 2.3(a); (vi) the Company’s transfer agent shall be DWAC and DRS eligible. (vii) The conditions in Section 7.2 below are satisfied and provided the Company is in compliance with its obligations in this Section 2.3, the Investor shall wire to the Company the amount of funds pursuant to the Put Notice and this Agreement. (viii) Each Put Adjustment shall result in the final adjusted amount of the Put corresponding to the Put Notice being reduced by 33%, however, any shares that were transacted by the Investor during the Valuation Period shall factor into the final adjusted Put.

Obligations Upon Closing. At the closing: (a) Seller shall deliver to Buyer an Assignment in the form of Exhibit "A" attached hereto, transferring all of its right, title and interest in and to its interest and Membership in the Company; (b) Seller shall deliver to Buyer a Quitclaim Deed to the Property. (c) Buyer shall deliver to Seller the sum of Nine Hundred Thousand Dollars U.S. ($900,000.00). (d) Buyer shall also deliver to Seller a stock certificate for 1,000,000 fully paid and non-assessable restricted shares of Common stock of Newgold, Inc. Buyer agrees to commence registration of such shares within six (6) months of Buyer's listing on the NASDAQ Bulletin Board.

Obligations Upon Closing. 4.2.1 On the Closing Date, the Target Company and the Existing Shareholders shall ensure the following documents have been served on or provided to the Investor: (1) applicable certificate documents or the certificate jointly issued by the Target Company and the Existing Shareholders, evidencing all relevant conditions precedents have been satisfied.