The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of Island Breeze International as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of Island Breeze International as contemplated hereby, including the following:
(a) A certificate evidencing the issued Island Breeze International outstanding shares of common stock of Island Breeze International, registered in the name of the Company. –
(b) Copies of Island Breeze International’s bylaws and resolutions adopted by the board of directors of Island Breeze International authorizing the execution and delivery of, and performance of the Shareholder's obligations under, this Agreement..
(c) A certified copy of Island Breeze International’s articles of incorporation, including amendments, if any, together with a certificate of good standing for Island Breeze International issued by an authorized representative of the jurisdiction of its incorporation and dated not more than 30 business days prior to the Closing Date.
The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of EMI as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of EMI as contemplated hereby, including the following:
(a) A certificate evidencing the issued EMI outstanding shares of common stock of EMI, registered in the name of the Company.
(b) Copies of EMI’s bylaws and resolutions adopted by the board of directors of EMI authorizing the execution and delivery of, and performance of the Shareholder’s obligations under, this Agreement, certified by the Secretary or an Assistant Secretary of EMI.
(c) A certified copy of EMI’s articles of incorporation, including amendments, if any, together with a certificate of good standing for EMI’s issued by the Secretary of State of the jurisdiction of its incorporation and dated not more than 20 business days prior to the Closing Date.
The Shareholders’ Closing Documents. At the Closing, the Shareholders will tender to the Capital Companies:
(a) Certified copies of resolutions of the directors of KCP in a form satisfactory to the Capital Companies acting reasonably, authorizing:
(i) the execution and delivery of this Agreement;
(ii) the transfer of the KCP Shares to, and registration of the KCP Shares in the name of, Capital Projects, and issue of new share certificates representing the KCP Shares in the name of Capital Projects;
(b) Share certificates issued in the name of the Shareholders representing the KCP Shares duly endorsed for transfer to Capital Projects;
(c) Share certificates issued in the name of the Shareholders representing the Capital Projects shares duly endorsed for transfer to Capital Canada;
(d) Share certificates registered in the name of Capital Projects, representing the KCP Shares;
(e) A certified copy of the register of members of KCP showing Capital Projects as the registered owner of the KCP Shares;
(f) A certificate executed by each of the Shareholders certifying that the Capital Companies conditions in Section 8.01(b) have been satisfied; and
(g) All corporate records and books of account of KCP including minute books, share registers and annual reports, and a certificate of good standing.
The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of xxxXXX.xxx, inc. as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of xxxXXX.xxx, inc. as contemplated hereby, including the following:
(a) A certificate evidencing the issued xxxXXX.xxx, inc. outstanding shares of common stock of xxxXXX.xxx, inc., registered in the name of the Company.
(b) Copies of xxxXXX.xxx, inc.'s bylaws and resolutions adopted by the board of directors of xxxXXX.xxx, inc. authorizing the execution and delivery of, and performance of the Shareholder's obligations under, this Agreement, certified by the Secretary or an Assistant Secretary of xxxXXX.xxx, inc..
(c) A certified copy of xxxXXX.xxx, inc.'s articles of incorporation, including amendments, if any, together with a certificate of good standing for xxxXXX.xxx, inc. issued by the Secretary of State of the jurisdiction of its incorporation and dated not more than 20 business days prior to the Closing Date.
The Shareholders’ Closing Documents. At the Closing, the Shareholders shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of ECG as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of ECG as contemplated hereby, including the following:
(a) A certificate evidencing the issued ECG outstanding shares of common stock of ECG, registered in the name of the Company.
(b) A certified copy of ECG’s organizational documents, including amendments, if any, together with a certificate of good standing for ECG, or similar document, issued by an authorized representative of the jurisdiction of its organization and dated not more than 30 business days prior to the Closing Date.
The Shareholders’ Closing Documents. At the Closing, the Shareholders will tender to Sun World:
(a) Certified copies of resolutions of the directors of H Pay in a form satisfactory to Sun World acting reasonably, authorizing:
(i) the execution and delivery of this Agreement;
(ii) the transfer of the H Pay Shares to, and registration of the H Pay Shares in the name of, Sun World, and issue of new share certificates representing the H Pay Shares in the name of Sun World;
(b) Share certificates issued in the name of the Shareholders representing the H Pay Shares duly endorsed for transfer to Sun World;
(c) Share certificates issued in the name of the Shareholders representing the Sun World Shares;
(d) Share certificates registered in the name of Sun World, representing the H Pay Shares;
(e) A copy of the register of members of H Pay showing Sun World as the registered owner of the H Pay Shares;
(f) A certificate executed by each of the Shareholders certifying that Sun World conditions in Section 8.01(b) have been satisfied; and
(g) All corporate records and books of account of H Pay including minute books, share registers and annual reports, and a certificate of good standing.
The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of Hydro Dynamic Technology, Inc. as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of Hydro Dynamic Technology, Inc owned by the Shareholder. as contemplated hereby, including the following: A certificate evidencing the issued Hydro Dynamic Technology, Inc. outstanding shares of common stock of Hydro Dynamic Technology, Inc., registered in the name of the Company.
The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued and outstanding shares of common stock of Advanced as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued of outstanding shares of common stock of Advanced as contemplated hereby, including the following:
(a) A certificate evidencing the issued Advanced outstanding shares of common stock of Advanced, registered in the name of the Company.
(b) Copies of Advanced’s bylaws and resolutions adopted by the board of directors of Advanced authorizing the execution and delivery of, and performance of the Shareholder’s obligations under, this Agreement, certified by the Secretary or an Assistant Secretary of Advanced.
(c) A certified copy of Advanced’s articles of incorporation, including amendments, if any, together with a certificate of good standing for Advanced’s issued by the Secretary of State of the jurisdiction of its incorporation and dated not more than 20 business days prior to the Closing Date.
The Shareholders’ Closing Documents. At the Closing, the Shareholders will tender to Poly International:
(a) Certified copies of resolutions of the directors of Poly Inc. in a form reasonably satisfactory to Poly International, authorizing:
(i) the execution and delivery of this Agreement;
(ii) the registration of the Poly Inc. Shares in the name of, Poly International, and issue of new share certificates representing the Poly Inc. Shares in the name of Poly International;
(b) Share certificates issued in the name of the Shareholders representing the Poly Inc. Shares duly endorsed for transfer to Poly International;
(c) A certified copy of the shareholder register of Poly Inc. showing Poly International as the registered owner of the Poly Inc. Shares;
(d) A certificate executed by each of the Shareholders certifying that Poly International conditions in Section 8.01(b) have been satisfied; and
(e) Copies of all corporate records and books of account of Poly Inc., including minute books, share registers and annual reports, and a certificate of good standing.
The Shareholders’ Closing Documents. At the Closing, the Shareholder shall deliver to the Company, in form and substance reasonably satisfactory to the Company, all consents required under the Contracts, and appropriate documents to effect or evidence the sale, conveyance, assignment and transfer to the Company of the issued shares of MEDIA TOP PRIM as contemplated hereby and necessary to place the Company, in full possession and enjoyment of all issued shares of MEDIA TOP PRIM as contemplated hereby, including the following:
(a) A certificate evidencing the issued shares of MEDIA TOP PRIM registered in the name of the Company.
(b) Copies of MEDIA TOP PRIM's bylaws and resolutions adopted by the board of directors of authorizing the execution and delivery of, and performance of the Shareholder's obligations under, this Agreement.
(c) A certified copy of MEDIA TOP PRIM Bylaw, including amendments, if any, together with a certificate of good standing for MEDIA TOP PRIM issued by the Secretary of State of the jurisdiction of its incorporation and dated not more than 1 business days prior to the Closing Date.
