Stockholders' Certificates. Stockholder agrees to execute and deliver a certificate containing such representations as are reasonably necessary and customary for tax counsel to ACE on the one hand, and the Company on the other hand, to render an opinion to the effect that the Merger Agreement will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and that no gain or loss will be recognized by the stockholders of the Company to the extent they receive Ordinary Shares solely in exchange for their Common Stock.
Stockholders' Certificates. ICC and Rare Medium shall have received a certificate from the Stockholders, dated the Closing Date, substantially in the form attached hereto as Exhibit 4.8, certifying that all of the conditions to the obligations of ICC and Rare Medium (other than the condition of Section 4.9 and 4.11 hereof) have been fulfilled and that all representations and warranties made by the Stockholders pursuant to Section 2 hereunder shall still be true and correct as of the date of such certificate.
Stockholders' Certificates. Each GFS Stockholder shall have delivered Purchaser a certificate, dated the Closing Date, stating that the representations and warranties of such GFS Stockholder contained in this Agreement are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.
Stockholders' Certificates. Certificates representing all of the outstanding shares of Synova Common Stock held by the Synova Stockholders as of the Closing Date, accompanied by all documents required to effect the surrender of such certificates;
Stockholders' Certificates. A certificate signed by each of the Stockholders dated as of the Closing Date in a form attached hereto as Exhibit 2.2(c). Such certificate, if and when delivered, shall for all purposes of this Agreement constitute an additional representation and warranty of the Stockholders to the same extent as if made in this Agreement;
Stockholders' Certificates. Certificates representing all of the outstanding shares of Ionatron Common Stock held by the Ionatron Stockholders as of the Closing Date, accompanied by all documents required to effect the surrender of such certificates and evidence that any applicable stock transfer taxes have been paid;
Stockholders' Certificates. Each Stockholder shall have delivered to MBYI a certificate, dated the Closing Date, stating that the representations and warranties of such Stockholder contained in this Agreement shall be true and correct on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.
Stockholders' Certificates. The Stockholders shall have each delivered to ActiveWorlds a certificate, dated the Closing Date, stating that the representations and warranties of the Stockholders contained in this Agreement shall be true and correct on and as of the Closing Date as though such representations and warranties were made anew on and as of the Closing Date.
Stockholders' Certificates. Certificates representing all of the outstanding shares of SweetskinZ Common Stock held by the SweetskinZ Stockholders as of the Closing Date, accompanied by all documents required to effect the surrender of such certificates;
Stockholders' Certificates. Aladdin Holdings shall have received a certificate from the Stockholders, dated the Closing Date, substantially in the form attached hereto as Exhibit 4.8, certifying that all of the conditions to the obligations of Aladdin Holdings (other than the condition of Section 4.9 hereof) have been fulfilled.
