Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer or the transfer agent, as applicable, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below:
(a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer.
(b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing.
(c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing.
(d) A written resignation from all officers of the Company, effective upon Closing.
(e) A current list of shareholders.
(f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller, as described in the Waiver.
(g) A signed Bar from Claims order.
(h) EXXXX codes.
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below:
(a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer.
(b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing.
(c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing.
(d) A written resignation from all officers of the Company, effective upon Closing.
(e) A current list of shareholders.
(f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller.
(g) Account logins and passwords for any services or accounts of the Company in possession of Seller.
Seller’s Delivery. Delivering to Seller the (a) Buyer’s Certificate, and (b) Assignment and Assumption of Real Estate Purchase Sale Agreement, if applicable.
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 3.2, below:
(a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer.
(b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon Closing.
(c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing.
(d) A written resignation from all officers of the Company, effective upon Closing.
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.3, below:
(a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. If the Shares are to be transferred electronically in book form, then irrevocable instructions from the Seller to the Escrow Agent and/or the Company’s transfer agent directing the transfer of the Shares to the Buyer.
(b) Written consent from the Company’s board of directors appointing Buyer’s designee to the board of directors, effective upon entry of a Court order terminating the Custodianship Action.
(c) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon entry of a Court order terminating the Custodianship Action.
(d) A written resignation from all officers of the Company, effective upon entry of a Court order terminating the Custodianship Action.
(e) Copy of the recent Consent by which the Shares were issued to the Seller.
(f) A written waiver and release from Seller in favor of the Company of any debt obligation owed to Seller or its affiliates.
(g) Certified current list of common stockholders of the Company from the Transfer Agent.
(h) All SEC, FINRA and OTC correspondence pertaining to the Company in the possession of Seller;
(i) The Company’s minute books containing the resolutions and actions by written consent of the directors and stockholders of the Company and KTDR’s other original books and records, including all financial and accounting records (including the general ledger), all banking records and other regulatory filings and filing codes in whatever media they exist, including paper and electronic media, in the possession of Seller
(j) Copies of all pleadings in the Custodianship Action in the State of Nevada;
(k) XXXXX filing codes of the Company; and
(l) I) A signed legal opinion from an attorney duly licensed in the State of Nevada, dated as of the date of the Closing, that all actions and Court proceedings of the Receiver as of the Closing, including how the Receiver secured control of the Company, have b...
Seller’s Delivery. At the Closing, Sellers shall deliver or cause to be delivered to Escrow Agent, at Sellers’ sole cost and expense, each of the following:
12.02. a The Deed, duly executed and acknowledged by each respective Seller with respect to its owned parcel within the Lands.
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer or the transfer agent, as applicable, conditioned upon (i) all of Buyer’s representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.2, below:
Seller’s Delivery. At the Closing, Sellers shall deliver or cause to be delivered to Escrow Agent, at Sellers’ sole cost and expense, each of the following:
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 3.2, below: The Shares together with a notarized stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. Resolutions of the Seller’s manager approving this Agreement and the sale of the Shares hereunder.
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer’s representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 3.2, below:
(a) The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. An indemnification will be used and is approved by Pacific Stock Transfer in lieu of medallion.If necessary, after the Closing, the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer.
(b) An updated list of shareholders as of Closing.
(c) Written consent from the Company’s board of directors or shareholders, consistent with the Company’s Bylaws and Articles of Incorporation approving this Agreement and the transaction contemplated hereunder, and appointing Buyer’s designee(s) to the board of directors, effective upon Closing.
(d) Written resignation from all members of the Company’s board of directors excepting only Buyer’s designee, effective upon Closing.
(e) A written resignation from all officers of the Company, effective upon Closing.
(f) Final payoff letters from those vendors identified on Schedule A.
(g) Any required notifications provided to FINRA, SEC or OTC Markets Group.
(h) Executed Indemnification and Hold Harmless Agreement related to the Oil Lease.
(i) Assignment between the Company and Xxxxxx regarding the transfer of the Oil Lease.
