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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Health Revenue Assurance Holdings, Inc.), Stock Purchase Agreement (China Botanic Pharmaceutical), Stock Purchase Agreement (Arax Holdings Corp)
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, and currently disclosed as $21,950.
(g) A signed Bar from Claims order.
(h) EXXXX codes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Quture International, Inc.)
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 Post-closing, Seller will update the financials per what is required in order to satisfy a Finra for a corporate action.
(h) Post-closing, Seller will terminate the Custodianship and receive a signed Bar from Claims order.
(h) EXXXX codes.
Appears in 1 contract
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 IIIIV, above, shall be true and correct as of the Closing, and (ii) Buyer’s performance of its delivery obligations in section 4.25.2, below:
(a) The original stock certificate representing the Shares together with a stock power duly endorsed in blank, and signature medallion guaranty sufficient to transfer the Shares 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 BuyerBxxxx’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 BuyerBxxxx’s designee, effective upon Closing.
(d) A written resignation from all officers of the Company, effective upon Closing.
(e) A current list of shareholdersshareholders from the Company’s transfer agent.
(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 orderAll schedules to this Agreement.
(h) EXXXX codesDocuments to be filed pursuant to Section 5.1.
Appears in 1 contract
Samples: Stock Purchase Agreement (Momentous Holdings Corp.)
Seller’s Delivery. On the Closing Date, the Seller shall deliver the following to Buyer Buyers or the transfer agent, as applicable, conditioned upon (i) all of Buyer’s Buyers’ representations and warranties set forth in Article III, above, shall be true and correct as of the Closing, and (ii) Buyer’s Buyers’ performance of its their 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 BuyerBuyers. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to BuyerBuyers. 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 BuyerBuyers.
(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 Buyers’ 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.
Appears in 1 contract
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 waiver, release, and release assumption from Seller in favor of the Company of any debt obligation owed to SellerSeller or as disclosed in the annual report for the year ended December 31, 2021 on Form 10-K, as described in the Waiver.
(g) A signed Bar from Claims order.
(h) EXXXX codes.
Appears in 1 contract
Samples: Stock Purchase Agreement (Alpine Auto Brokers Inc.)
