Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (a) CTI shall deliver the following documents and take the following actions: (i) Validly executed stock certificates corresponding to the CTI common Shares issued in the name of the Seller; (ii) Instructions directing its transfer agent to register the common shares to the Seller; (iii) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below; (iv) Such other documents and instruments as Seller may reasonably request; and (b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions: (i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are in good standing under the laws of said state; (ii) Certified copies of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLC, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date; (iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date; (iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s chief executive officers, respectively, to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing; (v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below; (vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each company. (c) The Sellers shall deliver the following documents: (i) to CTI, a duly executed share assignment in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and (ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companies.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerXERXIS Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller XERXIS may reasonably request; and.
(b) Seller XERXIS shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller XERXIS shall deliver to CTI share and interest RSD Interest certificates in the name of CTI of, or assigned to, RSD or the XERXIS Acquisition Subsidiary, as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests 100% of XERXIS Interests and shall register the respective shares and interests XERXIS Interests in the name of CTI RSD or the XERXIS Acquisition Subsidiary, as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; XERXIS;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaFlorida Corporations, dated at or about the Closing Date, to the effect that SPI, STI, XERXIS is a corporation organized and STLLC are in good standing under the laws of said statejurisdiction;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCXERXIS, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s XERXIS's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by XERXIS's Chief Executive Officer and Secretary certifying that the attached ownership register of all consents XERXIS is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of XERXIS as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersXERXIS, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers XERXIS Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of XERXIS Interests to RSD or the Seller’s securities in SPIXERXIS Acquisition Subsidiary, STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCXERXIS, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesXERXIS Interests.
Appears in 1 contract
Samples: Share Exchange and Acquisition Agreement (Royal Style Design Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI i. Delta shall deliver the following documents and take the following actionsactions by a resolution of its Board of Directors and deliver the signed board resolution and following documents:
1. File the Certificate of Designation of Delta Series A Secured Convertible Preferred Stock (i) Validly executed stock certificates corresponding the designation of which is attached hereto as Exhibit “A” with the Secretary of State of the State of Delaware, on an expedited basis;
2. Delta shall issue and deliver to the CTI common Shares issued Stockholder a certificate or certificates representing 160,000 shares of Delta Series A Convertible Preferred Stock, registered in the name of the SellerStockholder;
(ii) Instructions directing its transfer agent to register 3. Certificate of good standing from the common shares Secretary of State of the State of Delaware, dated at or about the Closing Date, to the Sellereffect that Delta is in good standing under the laws of said state;
(iii) True copies 4. Certified copy of all consents and waivers obtained the Certificate of Incorporation of Delta, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Delaware at or about the Closing Date;
(iv5. An officer's certificate duly executed by Delta's chief executive officer to the effect that the conditions set forth in Section 7.01(a) below have been satisfied, dated as of the date of the Closing; and
6. Such other documents and instruments as Seller the Stockholder and its counsel may reasonably request; and.
(b) Seller ii. The Stockholder shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller 1. The Stockholder shall deliver to CTI share Delta a certificate or certificates representing all outstanding shares of Nipton and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and ownership interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate Nipton;
2. Certificates of good standing from the Secretary of State of the State of Wyoming and the Secretary of State of California, dated at or about the Closing Date, to the effect that SPI, STI, each of the Stockholder and STLLC are Nipton is a corporation duly organized and existing in good standing under the laws of said staterespective jurisdictions;
(ii) 3. Certified copies of the Certificate Certificates of Incorporation of SPI each of the Stockholder and STI and Certificate of Organization of STLLCNipton, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) 4. An officer's certificate duly executed by SPI’s, STI’s, each of the Stockholder’s and STLLCNipton’s chief executive officers, respectively, respective presidents to the effect that the conditions set forth in Section 7.2(aSection7.02(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies 5. An officer's certificate duly executed by each of all consents the Stockholder’s and waivers obtained Nipton’s President and Secretary certifying that the attached stockholder register of Nipton is an accurate and complete stockholder register of Nipton as of the Closing Date and that the Nipton Properties have been fully transferred to Nipton by SPI, STI, and STLLC, in accordance the Stockholder;
6. Copies of documents certified as filed with the provisions of Section 7.1 below;
(vi) Copies of all corporate books and records of SPISan Bernardino County Recorder in San Bernardino County, STICA, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, as applicable, and evidencing the financial records of each company.
(c) The Sellers shall deliver the following documents:
(i) to CTI, a duly executed share assignment in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC Nipton Properties to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with Nipton for the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIpurchase price(s) specified therein; and
(ii) to SPI, STI, 7. Such other documents and STLLC, instruments as agent for CTI, all share Delta and interest certificates in respect of the shares and interests of each of the aforementioned companiesits counsel may reasonably request.
Appears in 1 contract
Samples: Securities Exchange Agreement (Delta International Oil & Gas Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI NHT shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Validly executed stock certificates corresponding to the Common Stock representing the Crown Shares;
(iii) Validly executed stock certificates corresponding to the Common Stock representing the Consultant Shares;
(iv) Validly executed option or warrant agreements issued in the name of the Sellers and in the amounts and terms set forth in Schedule II;
(v) Instructions directing its transfer agent to register the common shares allotment of the Common Stock to the SellerSellers, to Crown Partners and to the Consultants, and to reserve for issuance the shares of Common Stock underlying the Es3 Options, in the stockholders ledger of NHT;
(iiivi) True copies of all consents and waivers obtained by CTINHT, in accordance with the provisions of Section 7.1 below;
(ivvii) Certificate of good standing from the Secretary of State of the State of Colorado, dated at or about the Closing Date, to the effect that NHT is in good standing under the laws of said state;
(viii) Certified copy of the Certificate of Incorporation of NHT, as certified by the Secretary of State of the State of Colorado at or about the Closing Date;
(ix) Secretary's certificate duly executed by NHT's secretary attaching and attesting to the accuracy of: (A) the bylaws of NHT, (B) the resolutions of NHT's board of directors hereto issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, appointing the designees of Es3 as directors of NHT, and (C) an incumbency certificate signed by all of the executive officers of NHT dated at or about the Closing Date;
(x) An officer's certificate duly executed by NHT's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(xi) A signed opinion of counsel to NHT, dated as of the Closing Date substantially in the form attached hereto as Exhibit A hereto;
(xii) Resignation and release letters in the form attached hereto as Exhibit B hereto from each of the current officers and directors of NHT;
(xiii) A signed Investor Rights Agreement, granting anti-dilution protection and piggyback registration rights to the Crown Shares, substantially in the form attached hereto as Exhibit C;
(xiv) All corporate books and records of NHT; and
(xv) Such other documents and instruments as Seller Es3 may reasonably request; and.
(b) Seller Es3 shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller A wire transfer of $200,000 in immediately available funds, which shall be delivered to Crown Partners on behalf of NHT, as payment in full of all intercompany accounts between NHT and Crown Partners. An additional amount equal to $300,000 shall be paid to Crown Partners within 90 days of the date of Closing;
(ii) Es3 shall deliver to CTI NHT share and interest certificates in the name of CTI NHT in respect of all respective SPI, STI, and STLLC shares and interests Es3 Shares and shall register the respective shares and interests Es3 Shares in the name of CTI NHT in the shareholders and membership registers register of SPI, STI, and STLLC, respectively; Es3;
(iii) Certificate of good standing from the Secretary of State of the State of CaliforniaNevada, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are Es3 is in good standing under the laws of said state;
(iiiv) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCEs3, as amended to date certified by the Secretary of State of the State of California Nevada at or about the Closing Date;
(iiiv) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCEs3's secretaries secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCEs3, (bB) the resolutions of SPI, STI, and STLLCEs3's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cC) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, Es3 dated at or about the Closing Date;
(ivvi) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s Es3's chief executive officers, respectively, officer of Es3 to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(vvii) True copies of all consents and waivers obtained by SPI, STI, and STLLCEs3, in accordance with the provisions of Section 7.1 below;; and
(viviii) Copies A signed opinion of all corporate books and records counsel to NHT, dated as of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, the Closing Date substantially in the form attached hereto as applicable, and the financial records of each companyExhibit D hereto.
(c) The Sellers shall deliver the following documents:
(i) to CTINHT, a duly executed share assignment assignments in the form attached hereto as Exhibit B E effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC Es3 Securities to CTINHT, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; andlaw;
(ii) to SPI, STI, and STLLCEs3, as agent for CTINHT, all share and interest certificates in respect of Es3 Shares; and
(iii) to Es3, as agent for NHT, all warrant agreements issued in respect of the Es3 Options.
(d) Until such time as Es3 pays the additional $300,000 to Crown Partners, the certificates representing shares to be issued to the Sellers shall be held is escrow by Xxxxxxx Xxxxx, Esq. as agent. Upon confirmation that the $300,000 has been paid, Xxxxxxx Xxxxx, Esq. is authorized to release the share certificates to the Sellers. If the remaining $300,000 is not paid to Crown Partners within the 90 days from the Closing, then absent joint written instructions from the NHT and Es3 this transaction as it relates to the exchange with Es3 shall be rescinded and the $200,000 previously paid will be converted to shares of the Common Stock of NHT at $10 per share or a total of 20,000 shares of NHT Common Stock in restricted form will be issued to Es3. Upon confirmation from Es3 that it has received the certificate for the 20,000 shares, Xxxxxxx Xxxxx, Esq. will return the certificates representing the shares and interests of each that were to be issued to the Sellers to NHT. The conversion of the aforementioned companies$200,000 into Common Stock as stated above shall be Es3's sole damages, and NHT and Crown Partners' exclusive remedy, for any breach of this covenant. Except as set forth above, Xxxxxxx Xxxxx, Esq. will act only upon the joint written instruction of the parties.
Appears in 1 contract
Samples: Exchange Agreement (National Healthcare Technology Inc)
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI VOS shall deliver to IdeaEdge, as agent for Sellers the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I and Schedule II;
(ii) Instructions directing its transfer agent to register issue the common shares Common Stock to the SellerSellers;
(iii) True copies of all consents and waivers obtained by CTIVOS, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of CaliforniaColorado, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are VOS is in good standing under the laws of said state;
(iiv) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCVOS, as amended to date certified by the Secretary of State of the State of California Colorado at or about the Closing Date;
(iiivi) Secretary's certificates, certificate duly executed by SPI, STI, and STLLC's secretaries VOS' secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCVOS, (bB) the resolutions of SPI, STIVOS' board of directors hereto a. issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, a reverse stock split, a name change, the conversion of any VOS debt prior to the closing, the sale of VOS Systems, Inc., adoption of a stock option plan, the adoption of new articles and bylaws, and the election of new directors; and appointing the designees of IdeaEdge as directors and executive officers of VOS, (C) the resolutions of the shareholders of VOS approving the actions approving the transactions described in (B), and (cD) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, VOS dated at or about the Closing Date;
(ivvii) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s VOS' chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(a7.1(a) below have been satisfied, dated as of the date of the Closing;
(vviii) True copies Letters of all consents resignation from current officers and waivers obtained by SPI, STI, and STLLC, in accordance with directors of VOS to be effective on the provisions of Section 7.1 belowClosing Date;
(viix) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each company.
(c) The Sellers shall deliver the following documents:
(i) to CTI, a duly executed share assignment in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor QuestionnaireReleases, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of Exhibit A hereto from each of the aforementioned companies.officers and directors of VOS;
(x) All corporate books and records of VOS;
(xi) VOS Shareholders list (the “VOS Shareholders List”) dated as of the Closing Date, certified to be true and correct by the VOS Secretary;
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI PMW shall deliver to EntertainmentXpress, as agent for Sellers, the following documents:
(i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register the allotment of the Common Stock to the Sellers in the stockholders ledger of PMW;
(iii) True copies of all consents and waivers obtained by PMW, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of PMW, as certified by the Secretary of State of the State of Delaware at or about the Closing Date;
(vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of PMW’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting Xxxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxx as the directors of PMW and appointing the officers of EntertainmentXpress Garrent Xxxxxxxx (Chief Executive Officer and Secretary), Xxxxx Xxxxxx (President and Chief Operating Officer), Xxxx Xxxxxxx (Chief Financial Officer), Xxxxxxx Xxxxxx (Executive Vice President of Sales and Marketing), and Xxxxx Xxxxxx (Executive Vice President Field Operations) as the officers of PMW, and (C) an incumbency certificate signed by all of the executive officers of PMW dated at or about the Closing Date;
(vii) An officer’s certificate duly executed by PMW’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) Resignation and release agreements, substantially in the form attached hereto as Exhibit A from current officers Xxxxxx Xxxxx (Chief Executive Officer and principal financial officer), and Xxx Xxxxxx (President) and directors Xxxxxx Xxxxxxx, Xxxxxx Xxxxx, and Xxxxxx Xxxxxx of PMW to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to PMW’s stockholders of record);
(ix) All corporate books and records of PMW; and
(x) Such other documents and instruments as EntertainmentXpress may reasonably request.
(b) EntertainmentXpress shall deliver, or cause to be delivered, to PMW the following documents and and/or shall take the following actions:
(i) Validly executed stock certificates corresponding to the CTI common number of EntertainmentXpress Shares being transferred by the Sellers, issued in the name of PMW and shall register the Seller;shares in the name of PMW in the stockholders register of EntertainmentXpress.
(ii) Instructions directing its transfer agent to register the common shares to the Seller;
(iii) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are EntertainmentXpress is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCEntertainmentXpress, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iiiiv) Secretary's certificates, ’s certificate duly executed by SPI, STI, and STLLC's secretaries EntertainmentXpress’ secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCEntertainmentXpress, (bB) the resolutions of SPI, STI, and STLLC's respective EntertainmentXpress’s board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cC) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, EntertainmentXpress dated at or about the Closing Date;
(ivv) An officer's ’s certificate duly executed by SPI’s, STI’s, and STLLCEntertainmentXpress’s chief executive officers, respectively, officer of EntertainmentXpress to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;; and
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, Such other documents as applicable, and the financial records of each companyPMW may reasonably request.
(c) The Sellers shall deliver the following documents:
(i) to CTIPMW, a duly executed share assignment assignments in the form attached hereto as Exhibit B or Exhibit C effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC EntertainmentXpress Shares to CTIPMW, free and clear of any liensLiens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLCEntertainmentXpress, as agent for CTIPMW, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesEntertainmentXpress Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI JIN shall deliver the following documents and take the following actions:
(i) Validly executed stock certificates corresponding to the CTI common JIN Exchange Shares issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register the common shares allotment of the JIN Exchange Shares to the SellerSellers;
(iii) True copies of all consents and waivers obtained by CTIJIN, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that JIN is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of JIN, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;
(vi) Secretary's certificate duly executed by JIN's secretary attaching and attesting to the accuracy of: (a) the bylaws of JIN, (b) the resolutions of JIN's board of directors hereto issuing and allotting the JIN Exchange Shares to the Sellers subject to the provisions hereof, appointing the designees of NBI as directors of JIN, and (c) an incumbency certificate signed by all of the executive officers of JIN dated at or about the Closing Date;
(vii) An officer's certificate duly executed by JIN's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) Resignation and release letters from certain of the current officers and directors of JIN who are not serving in those capacities post-Exchange;
(ix) All corporate books and records of JIN;
(x) Such other documents and instruments as Seller NBI may reasonably request; and;
(xi) The Board of Directors of JIN shall consist of Xxxx Glassy, Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxx Xxxxxxx. The officers of JIN shall be Xxxx Glassy as CEO, Xxxxxx Xxxxxx as CFO, and Xxxx Xxxxxxx as Secretary. The parties agree to execute such other further agreements and consents as necessarily to put into effect this section.
(b) Seller NBI shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller NBI shall deliver to CTI JIN share and interest certificates in the name of CTI JIN in respect of all respective SPI, STI, and STLLC shares and interests NBI Shares and shall register the respective shares and interests NBI Shares in the name of CTI JIN in the shareholders and membership registers register of SPI, STI, and STLLC, respectively; NBI;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaNevada, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are NBI is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCNBI, as amended to date certified by the Secretary of State of the State of California Nevada at or about the Closing Date;
(iiiiv) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCNBI's secretaries secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLCNBI, (b) the resolutions of SPI, STI, and STLLCNBI's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, NBI dated at or about the Closing Date;
(ivv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s NBI's chief executive officers, respectively, officer of NBI to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(vvi) True copies of all consents and waivers obtained by SPI, STI, and STLLCNBI, in accordance with the provisions of Section 7.1 below; and
(vii) Originally executed letters of acceptance for NBI directors being elected to the Board and for those officers being appointed officers of JIN;
(viviii) Copies of all corporate books and records of SPI, STI, and STLLC, respectivelyNBI, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each companyrecords.
(c) The Sellers shall deliver the following documents:
(i) to CTIJIN, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC NBI Securities to CTIJIN, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and;
(ii) to SPI, STI, and STLLCNBI, as agent for CTIJIN, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesNBI Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI NHT shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Validly executed stock certificates corresponding to the Common Stock representing the Crown Shares;
(iii) Validly executed stock certificates corresponding to the Common Stock representing the Consultant Shares;
(iv) Validly executed option or warrant agreements issued in the name of the Sellers and in the amounts and terms set forth in Schedule II;
(v) Instructions directing its transfer agent to register the common shares allotment of the Common Stock to the SellerSellers, to Crown Partners and to the Consultants, and to reserve for issuance the shares of Common Stock underlying the Es3 Options, in the stockholders ledger of NHT;
(iiivi) True copies of all consents and waivers obtained by CTINHT, in accordance with the provisions of Section 7.1 below;
(ivvii) Certificate of good standing from the Secretary of State of the State of Colorado, dated at or about the Closing Date, to the effect that NHT is in good standing under the laws of said state;
(viii) Certified copy of the Certificate of Incorporation of NHT, as certified by the Secretary of State of the State of Colorado at or about the Closing Date;
(ix) Secretary's certificate duly executed by NHT's secretary attaching and attesting to the accuracy of: (A) the bylaws of NHT, (B) the resolutions of NHT's board of directors hereto issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, appointing the designees of Es3 as directors of NHT, and (C) an incumbency certificate signed by all of the executive officers of NHT dated at or about the Closing Date;
(x) An officer's certificate duly executed by NHT's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(xi) A signed opinion of counsel to NHT, dated as of the Closing Date substantially in the form attached hereto as Exhibit A hereto;
(xii) Resignation and release letters in the form attached hereto as Exhibit B hereto from each of the current officers and directors of NHT;
(xiii) A signed Investor Rights Agreement, granting anti-dilution protection and piggyback registration rights to the Crown Shares, substantially in the form attached hereto as Exhibit C ;
(xiv) All corporate books and records of NHT; and
(xv) Such other documents and instruments as Seller Es3 may reasonably request; and.
(b) Seller Es3 shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller A wire transfer of $200,000 in immediately available funds, which shall be delivered to Crown Partners on behalf of NHT, as payment in full of all intercompany accounts between NHT and Crown Partners. An additional amount equal to $300,000 shall be paid to Crown Partners within 90 days of the date of Closing;
(ii) Es3 shall deliver to CTI NHT share and interest certificates in the name of CTI NHT in respect of all respective SPI, STI, and STLLC shares and interests Es3 Shares and shall register the respective shares and interests Es3 Shares in the name of CTI NHT in the shareholders and membership registers register of SPI, STI, and STLLC, respectively; Es3;
(iii) Certificate of good standing from the Secretary of State of the State of CaliforniaNevada, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are Es3 is in good standing under the laws of said state;
(iiiv) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCEs3, as amended to date certified by the Secretary of State of the State of California Nevada at or about the Closing Date;
(iiiv) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCEs3's secretaries secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCEs3, (bB) the resolutions of SPI, STI, and STLLCEs3's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cC) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, Es3 dated at or about the Closing Date;
(ivvi) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s Es3's chief executive officers, respectively, officer of Es3 to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(vvii) True copies of all consents and waivers obtained by SPI, STI, and STLLCEs3, in accordance with the provisions of Section 7.1 below;; and
(viviii) Copies A signed opinion of all corporate books and records counsel to NHT, dated as of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, the Closing Date substantially in the form attached hereto as applicable, and the financial records of each companyExhibit D hereto.
(c) The Sellers shall deliver the following documents:
(i) to CTINHT, a duly executed share assignment assignments in the form attached hereto as Exhibit B E effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC Es3 Securities to CTINHT, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; andlaw;
(ii) to SPI, STI, and STLLCEs3, as agent for CTINHT, all share and interest certificates in respect of Es3 Shares; and
(iii) to Es3, as agent for NHT, all warrant agreements issued in respect of the Es3 Options.
(d) Until such time as Es3 pays the additional $300,000 to Crown Partners, the certificates representing shares to be issued to the Sellers shall be held is escrow by Claudia Zaman, Esq. as agent. Upxx xxxxxxxxxxon that the $300,000 has been paid, Claudia Zaman, Esq. is authorizex xx xxxxxxx the share certificates to the Sellers. If the remaining $300,000 is not paid to Crown Partners within the 90 days from the Closing, then absent joint written instructions from the NHT and Es3 this transaction as it relates to the exchange with Es3 shall be rescinded and the $200,000 previously paid will be converted to shares of the Common Stock of NHT at $10 per share or a total of 20,000 shares of NHT Common Stock in restricted form will be issued to Es3. Upon confirmation from Es3 that it has received the certificate for the 20,000 shares, Claudia Zaman, Esq. will return xxx xxxxxxxxxtes representing the shares and interests of each that were to be issued to the Sellers to NHT. The conversion of the aforementioned companies$200,000 into Common Stock as stated above shall be Es3's sole damages, and NHT and Crown Partners' exclusive remedy, for any breach of this covenant. Except as set forth above, Claudia Zaman, Esq. will act onlx xxxx xxx xxint written instruction of the parties.
Appears in 1 contract
Samples: Exchange Agreement (National Healthcare Technology Inc)
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI GSMC shall deliver to RZ, as agent for Sellers, the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares GSMC Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register (i) the common shares allotment of the Common Stock to the SellerSellers, Ltd. in the stockholders ledger of GSMC;
(iii) Certified copy of the Charter of RZ, as amended to date, certified by the government of Russia at or about the Closing Date;
(iv) True copies of all consents and waivers obtained by CTIGSMC, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller RZ shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI a share and interest certificates certificate in the name of CTI in respect GSMC representing 100% of all respective SPI, STI, and STLLC shares and interests the RZ Shares and shall register the respective shares and interests all such RZ Shares in the name of CTI GSMC in the shareholders and membership registers stockholders register of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are in good standing under the laws of said stateRZ;
(ii) Certified copies copy of the Certificate Charter of Incorporation of SPI and STI and Certificate of Organization of STLLCRZ, as amended to date date, certified by the Secretary government of State of the State of California Russia at or about the Closing Date;
(iii) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCRZ's secretaries secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCRZ, (bB) the resolutions of SPI, STI, and STLLC's respective RZ board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cC) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, RZ dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s the chief executive officers, respectively, officer of RZ to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each company.Closing Date; and
(c) The Sellers shall deliver the following documents:
(i) to CTIGSMC, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC RZ Shares to CTIGSMC, free and clear of any liensLiens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPIGSMC, STI, and STLLC, as agent for CTI, all share and interest certificates in respect representing 100% of the shares and interests of each of the aforementioned companiesRZ Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI SLTS shall deliver to AIMMS, as agent for Sellers, the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register (i) the common shares allotment of the Common Stock to the SellerSellers in the stockholders ledger of SLTS;
(iii) True copies of all consents and waivers obtained by CTISLTS, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of CaliforniaNevada, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are SLTS is in good standing under the laws of said state;
(iiv) Certified copies copy of the Certificate certificate of Incorporation incorporation of SPI and STI and Certificate of Organization of STLLCSLTS, as amended to date certified by the Secretary of State of the State of California Nevada at or about the Closing Date;
(iiivi) Secretary's certificates, ’s certificate duly executed by SPI, STI, and STLLC's secretaries SLTS’s secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLCSLTS, (b) the resolutions of SPISLTS’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, STIapproving the transactions contemplated hereby, including the Exchange, and STLLC(C) an incumbency certificate signed by all of the executive officers of SLTS dated at or about the Closing Date;
(vii) An officer’s certificate duly executed by SLTS’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) have been satisfied, dated as of the Closing Date;
(viii) Releases, substantially in the form attached hereto as Exhibit A hereto from each of the officers and directors of SLTS;
(ix) All corporate books and records of SLTS; and
(x) Such other documents and instruments as AIMMS and/or the Sellers may reasonably request.
(b) AIMMS shall deliver or cause to be delivered the following documents to SLTS and/or shall take the following actions:
(i) A certificate duly executed by AIMMS's respective representative director certifying that none of the AIMMS Shares are represented by a share certificate or any other document evidencing ownership;
(ii) Register 100% of the AIMMS Shares in the name of SLTS in the stockholders register of AIMMS;
(iii) Certificate of corporate register from the Seoul Central District Court, dated at or about the Closing Date, to the effect that AIMMS is in good standing under the laws of Korea;
(iv) Certified copy of the Articles of Incorporation of AIMMS, as amended to date, certified by a public notary, dated at or about the Closing Date;
(v) Certificate duly executed by AIMMS’s representative director attaching and attesting to the accuracy of: (a) the bylaws of AIMMS, (b) the resolutions of AIMMS board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers directors and a statutory auditor of SPI, STI, and STLLC, respectively, AIMMS dated at or about the Closing Date;; and
(ivvi) An officer's ’s certificate duly executed by SPI’s, STI’s, and STLLC’s chief executive officers, respectively, the representative director of AIMMS to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each companyClosing Date.
(c) The Sellers shall deliver the following documents:
(i) to CTISLTS, a duly executed share assignment assignments in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC AIMMS Shares to CTISLTS, free and clear of any liensLiens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companieslaw.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerTNSY Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller TNSY may reasonably request; and.
(b) Seller TNSY shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller TNSY shall deliver to CTI share and interest RSD Interest certificates in the name of CTI of, or assigned to, RSD or the TNSY Acquisition Subsidiary, as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests TNSY Interests and shall register the respective shares and interests TNSY Interests in the name of CTI RSD or the TNSY Acquisition Subsidiary, as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; TNSY;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaRussian Corporations, dated at or about the Closing Date, to the effect that SPI, STI, TNSY is a corporation organized and STLLC are in good standing under the laws of said statejurisdiction;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCTNSY, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLCTNSY’s chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by TNSY’s Chief Executive Officer and Secretary certifying that the attached ownership register of all consents TNSY is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of TNSY as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersTNSY, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers TNSY Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of TNSY Interests to RSD or the Seller’s securities in SPITNSY Acquisition Subsidiary, STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCTNSY, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesTNSY Interests.
Appears in 1 contract
Samples: Equity Exchange and Acquisition Agreement (Royal Style Design Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI PMW shall deliver to TPN, as agent for the Sellers, the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule II;
(ii) Instructions directing its transfer agent to register the common shares allotment of the Common Stock to the SellerSellers in the stockholders ledger of PMW;
(iii) True copies of all consents and waivers obtained by CTIPMW, in accordance with the provisions of Section 7.1 7.01 below;
(iv) Certificate of good standing from the Secretary of State of the State of Delaware, dated at or about the Closing Date, to the effect that PMW is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of PMW, as amended through the Closing Date, as certified by the Secretary of State of the State of Delaware at or about the Closing Date;
(vi) Secretary’s certificate duly executed by PMW’s secretary attaching and attesting to the accuracy of: (A) the bylaws of PMW, (B) the resolutions of PMW’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, selecting the directors of PMW as provided in Section 6.12), and appointing Xxxxxxx X. Xxxxx (Chief Executive Officer and Chief Financial Officer) and Xxxxxxxx X. Xxxxx (President, Treasurer and Secretary), and (C) an incumbency certificate signed by all of the executive officers of PMW, dated at or about the Closing Date;
(vii) An officer’s certificate duly executed by PMW’s chief executive officer to the effect that the conditions set forth in Section 7.01(a) below have been satisfied, dated as of the Closing Date;
(viii) Resignation and release agreement, in a customary and mutually satisfactory form, from the current officer Xxxxxx Xxxxxxxxx (Chief Executive Officer and Chief Financial Officer) to be effective as of the Closing (which shall be not less than 10 days after the mailing of a 14(f)-1 Information Statement to PMW's stockholders of record);
(ix) All corporate books and records of PMW; and
(x) Such other documents and instruments as Seller TPN may reasonably request; and.
(b) Seller TPN shall deliver deliver, or cause to be delivered delivered, to PMW the following documents and/or shall take the following actions:
(i) Seller shall deliver President’s certificate duly executed by TPN’s president attesting to CTI share and interest certificates in the name accuracy of CTI in respect Schedule I as of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in Closing Date thereby verifying the name ownership of CTI in TPN Interests being transferred by the shareholders and membership registers of SPI, STI, and STLLC, respectively; Sellers;
(ii) Certificate of good standing from the Secretary of State of the State Commonwealth of CaliforniaMassachusetts, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are TPN is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate Articles of Organization of STLLCTPN, as amended to date through the Closing Date, certified by the Secretary of State of the State Commonwealth of California Massachusetts, dated at or about the Closing Date;
(iiiiv) Secretary's certificates, ’s certificate duly executed by SPI, STI, and STLLC's secretaries TPN’s secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (bA) the resolutions of SPI, STI, and STLLC's respective TPN’s board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cB) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectivelyTPN, dated at or about the Closing Date;
(ivv) An officer's ’s certificate duly executed by SPI’s, STI’s, and STLLCTPN’s chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(a7.02(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, Such other documents as applicable, and the financial records of each companyPMW may reasonably request.
(c) The Sellers shall deliver the following documents:
(i) to CTI, a PMW duly executed share assignment stock powers , in the form attached hereto as Exhibit B a customary and mutually satisfactory form, effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC TPN Interests to CTIPMW, free and clear of any liensLiens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companieslaw.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI DVOP shall deliver to the Seller the following documents and take the following actionsdocuments:
(i) Validly A duly executed stock certificates corresponding to certificate representing the CTI common DVOP Shares issued in the name of the Seller;
(ii) Instructions A true copy of the letter of instruction issued by DVOP to its transfer agent directing its such transfer agent to register the common shares to DVOP Shares in the Sellername of the Seller in the stockholders ledger of DVOP;
(iii) The DVOP Cash in immediately available funds;
(iv) True copies of all consents and waivers obtained by CTI, DVOP in accordance with the provisions of Section 7.1 below;
(ivv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate A certificate of good standing from the Delaware Secretary of State of the State of CaliforniaState, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are DVOP is in good standing under the laws of said stateDelaware;
(iivi) Certified copies A certified copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCDVOP, as amended to date certified by the Delaware Secretary of State of the State of California at or about the Closing Date;
(iiivii) Secretary's certificates, A certificate duly executed by SPI, STI, and STLLCDVOP's secretaries secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLCDVOP, (b) the resolutions of SPI, STI, and STLLCDVOP's respective board of directors, or managers, as applicable, directors approving the transactions contemplated hereby, including the Exchange, and appointing the officers of QRSciences and at least one appointee of the Seller as the officers of DVOP, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, DVOP dated at or about the Closing Date;
(ivviii) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s DVOP's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(a) below and have been satisfied, dated as of the date of the Closing;
(vix) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;
(vi) Copies of all All corporate books and records of SPI, STI, DVOP; and
(x) Such other documents and STLLC, respectively, including a complete listing of shareholders and membership interest holders, instruments as applicable, and the financial records of each companySeller may reasonably request.
(cb) The Sellers Seller shall deliver or cause to be delivered the following documentsdocuments to DVOP and/or shall take the following actions:
(i) to CTI, a duly All share certificates in respect of the QRSciences Shares;
(ii) Duly executed share assignment in the form attached hereto as Exhibit B transfer forms effecting the immediate and unconditional sale, assignment and irrevocable transfer of QRSciences Shares to DVOP;
(iii) Certificate of existence of QRSciences, dated at or about the Closing Date, to the effect that QRSciences is in existence under the laws of Australia;
(iv) A certificate duly executed by QRSciences' secretary attaching and attesting to the accuracy of: () the constitution of QRSciences, () the resolution of the Seller’s securities in SPI's board of directors, STIapproving the transactions contemplated hereby, including the Exchange, and STLLC () an incumbency certificate signed by all of the executive officers of Seller dated at or about the Closing Date;
(v) An officer's certificate duly executed by the Seller's chief executive officer to CTIthe effect that the conditions set forth in Section and have been satisfied, free and clear dated as of any liens, or any other third party rights the date of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIClosing; and
(iivi) to SPI, STI, Such other documents and STLLC, instruments as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesDVOP may reasonably request.
Appears in 1 contract
Samples: Exchange Agreement (Diversified Opportunities, Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI SHC shall deliver the following documents and take the following actions:
(i) Validly executed stock certificates certificate corresponding to the CTI common SHC Exchange Shares issued in the name of the Seller;
(ii) Instructions directing its transfer agent to register the common shares allotment of the SHC Exchange Shares to the Seller;
(iii) True copies of all consents and waivers obtained by CTISHC, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that SHC is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of SHC, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;
(vi) Secretary's certificate duly executed by SHC's secretary attaching and attesting to the accuracy of: (a) the bylaws of SHC, (b) the resolutions of SHC's board of directors hereto issuing and allotting the SHC Exchange Shares and approving the transactions contemplated hereby, including the Exchange, appointing the designees of YIL as directors of SHC, and (c) an incumbency certificate signed by all of the executive officers of SHC dated at or about the Closing Date;
(vii) An officer's certificate duly executed by SHC's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) All corporate books and records of SHC; and
(ix) Such other documents and instruments as Seller YIL may reasonably request; and.
(b) Seller YIL shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller YIL shall deliver to CTI SHC share and interest certificates in the name of CTI SHC in respect of all respective SPI, STI, and STLLC shares and interests YIL Shares and shall register the respective shares and interests YIL Shares in the name of CTI SHC in the shareholders and membership registers register of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are in good standing under the laws of said stateYIL;
(ii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCYIL, as amended to date certified by the Secretary of State of the State of California Hong Kong at or about the Closing Date;
(iii) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCYIL's secretaries secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLCYIL, (b) the resolutions of SPI, STI, and STLLCYIL's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, YIL dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s YIL's chief executive officers, respectively, officer of YIL to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLCYIL, in accordance with the provisions of Section 7.1 below;; and
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectivelyYIL, including a complete listing of shareholders and membership interest holders, as applicable, and the financial records of each companyrecords.
(c) The Sellers Seller shall deliver the following documents:
(i) to CTISHC, a duly executed share assignment assignments in the form attached hereto as Exhibit B A effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC YIL Securities to CTISHC, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; andlaw;
(ii) to SPI, STI, and STLLCYIL, as agent for CTISHC, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesYIL Shares.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerKNHI Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller KNHI may reasonably request; and.
(b) Seller KNHI shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller KNHI shall deliver to CTI share and interest RSD KNHI Interest certificates in the name of CTI of, or assigned to, RSD or the KNHI Acquisition Subsidiary, herein referred to as Project & Construction Group, Inc., a Nevada corporation ("PCG"), as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests outstanding KNHI Interests and shall register the respective shares and interests KNHI Interests in the name of CTI RSD or the KNHI Acquisition Subsidiary ("PCG"), as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; KNHI;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaRussian Corporations, or other appropriate governmental authority, dated at or about the Closing Date, to the effect that SPI, STI, KNHI is a corporation organized and STLLC are in good standing under the laws of said state;
(ii) Certified copies of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLC, as amended to date certified by the Secretary of State of the State of California at or about the Closing Datejurisdiction;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to Certified copy of the accuracy of: (a) the bylaws organization documents of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managersKNHI, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about amended to the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s KNHI's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by KNHI's Chief Executive Officer and Secretary certifying that the attached ownership register of all consents KNHI is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of KNHI as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersKNHI, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers KNHI Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of KNHI Interests to RSD or the Seller’s securities in SPIKNHI Acquisition Subsidiary ("PCG"), STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCKNHI, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesKNHI Interests.
Appears in 1 contract
Samples: Share Exchange and Acquisition Agreement (Royal Style Design Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerXXXXXXXXX Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller XXXXXXXXX may reasonably request; and.
(b) Seller XXXXXXXXX shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller XXXXXXXXX shall deliver to CTI share and interest RSD Interest certificates in the name of CTI of, or assigned to, RSD or the XXXXXXXXX Acquisition Subsidiary, as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests XXXXXXXXX Interests and shall register the respective shares and interests XXXXXXXXX Interests in the name of CTI RSD or the XXXXXXXXX Acquisition Subsidiary, as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; XXXXXXXXX;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaGerman Corporations, dated at or about the Closing Date, to the effect that SPI, STI, XXXXXXXXX is a corporation organized and STLLC are in good standing under the laws of said statejurisdiction;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCXXXXXXXXX, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s XXXXXXXXX 's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by XXXXXXXXX 's Chief Executive Officer and Secretary certifying that the attached ownership register of all consents XXXXXXXXX is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of XXXXXXXXX as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersXXXXXXXXX, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers XXXXXXXXX Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of XXXXXXXXX Interests to RSD or the Seller’s securities in SPIXXXXXXXXX Acquisition Subsidiary, STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCXXXXXXXXX, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesXXXXXXXXX Interests.
Appears in 1 contract
Samples: Exchange and Acquisition Agreement (Royal Style Design Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerXXXX Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller XXXX may reasonably request; and.
(b) Seller XXXX shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller XXXX shall deliver to CTI share and interest RSD Interest certificates in the name of CTI of, or assigned to, RSD or the XXXX Acquisition Subsidiary, as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests XXXX Interests and shall register the respective shares and interests XXXX Interests in the name of CTI RSD or the XXXX Acquisition Subsidiary, as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; XXXX;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaGerman Corporations, dated at or about the Closing Date, to the effect that SPI, STI, XXXX is a corporation organized and STLLC are in good standing under the laws of said statejurisdiction;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCXXXX, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s XXXX 's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by XXXX 's Chief Executive Officer and Secretary certifying that the attached ownership register of all consents XXXX is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of XXXX as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersXXXX, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers XXXX Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of XXXX Interests to RSD or the Seller’s securities in SPIXXXX Acquisition Subsidiary, STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCXXXX, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesXXXX Interests.
Appears in 1 contract
Samples: Exchange and Acquisition Agreement (Royal Style Design Inc.)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI shall deliver the following documents and take the following actions:
(i) Validly executed stock certificates corresponding to the CTI common Exchange Shares issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Validly executed warrant agreements issued in the name of the Sellers and in the amounts and terms set forth in Schedule II;
(iii) Instructions directing its transfer agent to register the common shares allotment of the CTI Exchange Shares to the SellerSellers and to reserve for issuance the shares of Common Stock underlying the DCE Warrants, in the stockholders ledger of CTI;
(iiiiv) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below;
(ivv) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that CTI is in good standing under the laws of said state;
(vi) Certified copy of the Certificate of Incorporation of CTI, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;
(vii) Secretary's certificate duly executed by CTI's secretary attaching and attesting to the accuracy of: (a) the bylaws of CTI, (b) the resolutions of CTI's board of directors hereto issuing and allotting the CTI Series B Preferred Shares to the Sellers subject to the provisions hereof, approving a change of name to EQCO2, Inc., approving an increase in the authorized capital of CTI to five billion (5,000,000,000) shares, approving an amendment to the Certificate of Designation for the CTI Series B Preferred Shares to provide for super-voting control of the common shares and reducing the number of Series B Shares to one million (1,000,000), to approve a one-for-five forward split of CTI’s common stock, approving the issuance of 500,000 Series B Preferred Shares to Crown in exchange for Crown returning 40,619,819 of its CTI Common Shares and to conform to this Agreement, authorizing the filing of an Information Statement with the SEC to approve the name change and increase in capital, and approving the transactions contemplated hereby, including the Exchange, appointing the designees of DCE as directors of CTI, and (c) an incumbency certificate signed by all of the executive officers of CTI dated at or about the Closing Date;
(viii) An officer's certificate duly executed by CTI's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(ix) Resignation and release letters in the form attached hereto as Exhibit B hereto from certain of the current officers and directors of CTI who are not serving in those capacities post-Exchange;
(x) All corporate books and records of CTI;
(xi) Such other documents and instruments as Seller DCE may reasonably request;
(xii) A draft of the Information Statement substantially in the form attached hereto as Exhibit C hereto; and
(xiii) The Board of Directors of CTI shall consist of Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, who shall also be Chairman of the Board, and Xxxx X. Xxxxxxxx. The officers of CTI shall be Xxxxxxx Xxxxxxxx as CEO, Xxxxxx Xxxxxx as CFO, and Xxxxxx Xxxxx as Secretary. It is the intention of the parties that the holders of the CTI Series B Preferred Shares at Closing shall vote as a group with each group (namely, the DCE Group and the Crown Equity Group) appointing two director designees, with the Board of Directors set as four (4) until such time as the parties mutually agree to modify their agreement. The parties agree to execute such other further agreements and consents as necessarily to put into effect this section.
(b) Seller DCE shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller DCE shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests DCE Shares and shall register the respective shares and interests DCE Shares in the name of CTI in the shareholders and membership registers register of SPI, STI, and STLLC, respectively; DCE;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaNevada, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are DCE is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCDCE, as amended to date certified by the Secretary of State of the State of California Nevada at or about the Closing Date;
(iiiiv) Secretary's certificates, certificate duly executed by SPI, STI, and STLLCDCE's secretaries secretary attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLCDCE, (b) the resolutions of SPI, STI, and STLLCDCE's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, DCE dated at or about the Closing Date;
(ivv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s DCE's chief executive officers, respectively, officer of DCE to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(vvi) True copies of all consents and waivers obtained by SPI, STI, and STLLCDCE, in accordance with the provisions of Section 7.1 below;
(vivii) Originally executed letters of acceptance for DCE directors being elected to the Board and for those officers being appointed officers of CTI;
(viii) Copies of all corporate books and records of SPI, STI, and STLLC, respectivelyDCE, including a complete listing of shareholders and membership interest holders, as applicable, warrantholders and the financial records of each companyrecords.
(c) The Sellers shall deliver the following documents:
(i) to CTI, a duly executed share assignment assignments in the form attached hereto as Exhibit B E effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC DCE Securities to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; andIII;
(ii) to SPI, STI, and STLLCDCE, as agent for CTI, all share and interest certificates in respect of the shares and interests of each DCE Shares; and
(iii) to DCE, as agent for CTI, all warrant agreements issued in respect of the aforementioned companiesDCE Warrants.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI Seller Escrow Agent shall deliver to the QRSciences Escrow Agent the following documents and take the following actionsdocuments:
(i) Validly Duly executed stock certificates corresponding representing the DVOP Shares assigned to QRSciences, or its assignee, and irrevocable instructions to the CTI common DVOP transfer agent to transfer the DVOP Shares issued in on the name of the SellerDVOP stock ledger to QRSciences, or its assignee;
(ii) Instructions directing its transfer agent to register the common shares to the Seller;
(iii) True copies of all consents and waivers obtained by CTI, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State of CaliforniaDelaware, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are DVOP is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate certificate of Incorporation incorporation of SPI and STI and Certificate of Organization of STLLCDVOP, as amended to date amended, as certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated Delaware at or about the Closing Date;
(iv) An officer's Secretary’s certificate duly executed by SPI’sDVOP’s secretary attaching and attesting to the accuracy of: (A) the bylaws of DVOP, STI’s(B) the resolutions of DVOP’s sole director appointing the new director of DVOP, and STLLC’s chief (C) an incumbency certificate signed by the sole executive officers, respectively, officer of DVOP dated at or about the Closing Date;
(v) A certificate duly executed by Seller to the effect that the conditions set forth in Section 7.2(a7.1(a), (b), (c), (e), (f) below and (g) have been satisfied, dated as of the date of the Closing;
(vvi) True copies Letter of all consents resignation from the sole current officer and waivers obtained by SPI, STI, and STLLC, in accordance with director of DVOP to be effective 10 days after the provisions mailing of Section 7.1 belowa 14(f)-1 Information Statement to DVOP’s stockholders of record;
(vivii) Copies of all All corporate books and records of SPIDVOP and Enlighten, STIincluding all XXXXX pass-codes and any other documents necessary to complete SEC filings, and STLLCall board and shareholder minutes, respectivelynotices and voting results of DVOP and Enlighten (including, including a complete listing without limitation, the names of all shareholders who voted in shareholder actions and membership interest holders, the nature of their vote);
(viii) A certified copy of the DVOP stockholder’s list from Island Stock Transfer identifying all DVOP stockholder’s as applicableof the Closing Date, and Non-Objecting Beneficial Ownership list dated as of the financial records most current date possible to the Closing Date; and
(ix) Such other documents and instruments as QRSciences may reasonably request.
(b) The QRSciences Escrow Agent shall deliver or cause to be delivered to the Seller Escrow Agent the following:
(i) a payment in the amount of each company$600,000 by wire transfer or cashier’s check, and
(ii) instructions to release the Deposit to Seller.
(c) The Sellers Under no circumstances will the QR Sciences Escrow Agent release the items listed in 2.2(a) to QR Sciences prior to confirmation of receipt of the items listed in Section 2.2(b) by the Seller Escrow Agent. Under no circumstances shall deliver the following documents:Seller Escrow Agent release the items listed in Section 2.2(b) to the Seller prior to confirmation of receipt of the items listed in 2.2(a) by QR Sciences Escrow Agent.
(id) to CTI, a duly executed share assignment in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer Upon confirmation of receipt of the items in 2.2(a) and 2.2(b) by the QR Sciences Escrow Agent and the Seller Escrow Agent respectively, this transaction will be deemed closed and all items and funds may be released to QR Sciences and Seller’s securities in SPI, STI, and STLLC to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companies.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed as having taken place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI AER shall deliver to Telanetix, as agent for Sellers the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerSellers in the amounts set forth in Schedule I;
(ii) Validly executed AER stock option agreements corresponding to the Telanetix Options issued in the name of the Sellers in the amounts and on the terms set forth in Schedule II;
(iii) Instructions directing its transfer agent to register (i) the common shares allotment of the Common Stock to the SellerSellers in the stockholders ledger of AER and (ii) reserve for issuance a sufficient number of shares of Common Stock issuable upon exercise of the AER options to be delivered to the Sellers;
(iiiiv) True copies of all consents and waivers obtained by CTIAER, in accordance with the provisions of Section 7.1 below;
(ivv) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that AER is in good standing under the laws of said state;
(vi) Certified copy of the Certificate of Incorporation of AER, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;
(vii) Secretary’s certificate duly executed by AER’s secretary attaching and attesting to the accuracy of: (A) the bylaws of AER, (B) the resolutions of AER’s board of directors issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, approving the transactions contemplated hereby, including the Exchange, and appointing the officers of Telanetix as the officers of AER, and (C) an incumbency certificate signed by all of the executive officers of AER dated at or about the Closing Date;
(viii) An officer’s certificate duly executed by AER’s chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(ix) A signed opinion of counsel to AER, dated as of the Closing Date substantially in the form attached hereto as Exhibit A hereto;
(x) Letters of resignation from current officers and directors of AER to be effective 10 days after the mailing of a 14(f)-1 Information Statement to AER’s stockholders of record;
(xi) Releases, substantially in the form attached hereto as Exhibit B hereto from each of the officers and directors of AER;
(xii) All corporate books and records of AER; and
(xiii) Such other documents and instruments as Seller Telanetix may reasonably request; and.
(b) Seller Telanetix shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI AER in respect of all respective SPI, STI, and STLLC shares and interests Telanetix Shares and shall register the respective shares and interests Telanetix Shares in the name of CTI AER in the shareholders and membership registers stockholders register of SPI, STI, and STLLC, respectively; Telanetix.
(ii) Certificate of good standing from the Secretary of State of the State of California, dated at or about the Closing Date, to the effect that SPI, STI, and STLLC are Telanetix is in good standing under the laws of said state;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCTelanetix, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iiiiv) Secretary's certificates, ’s certificate duly executed by SPI, STI, and STLLC's secretaries Telanetix’s secretary attaching and attesting to the accuracy of: (aA) the bylaws of each of SPI and STI, and operating agreement of STLLCTelanetix, (bB) the resolutions of SPI, STI, and STLLC's respective Telanetix’s board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (cC) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, Telanetix dated at or about the Closing Date;
(ivv) An officer's ’s certificate duly executed by SPI’s, STI’s, and STLLCTelanetix’s chief executive officers, respectively, officer of Telanetix to the effect that the conditions set forth in Section 7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies of all consents and waivers obtained by SPI, STI, and STLLC, in accordance with the provisions of Section 7.1 below;; and
(vi) Copies A signed opinion of all corporate books and records counsel to Telanetix, dated as of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, the Closing Date substantially in the form attached hereto as applicable, and the financial records of each companyExhibit C hereto.
(c) The Sellers shall deliver the following documents:
(i) to CTIAER, a duly executed share assignment assignments in the form attached hereto as Exhibit B D effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC Telanetix Securities to CTIAER, free and clear of any liensLiens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLCTelanetix, as agent for CTIAER, all share and interest certificates in respect of the shares Telanetix Shares; and
(iii) to Telanetix, as agent for AER, all option agreements and interests of each warrant agreements issued in respect of the aforementioned companiesTelanetix Options.
Appears in 1 contract
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI Sellers shall deliver have executed and delivered to Purchaser or its nominee(s) such deeds, bills of sale, certificates of title, lease assignments, intellectual property assignments, and other instruments of assignment or transfer with respect to the following documents Acquired Assets as is reasonably necessary to vest in Purchaser or its nominee(s) title to all of the Acquired Assets, subject to the provisions of Section 2.9 hereof in each case subject to no Encumbrances, except the Permitted Encumbrances, and take including a Bill xx Sale in the following actionsform of Exhibit 4.2(a).
(b) Each of Araxas and OSOG shall have delivered to Purchaser the following:
(i) Validly executed stock certificates corresponding to the CTI common Shares issued An Opinion of Counsel in the name of the Sellerform and substance substantially as set forth in Exhibit 4.2(b)(i)(a) and Exhibit 4.2(b)(i)(b);
(ii) Instructions directing An incumbency certificate dated the Closing Date, together with copies, certified by its transfer agent to register Corporate Secretary or its Assistant Corporate Secretary, of resolutions of its Board of Directors authorizing the common shares execution, delivery and performance by it of this Agreement and the documents, instruments, certificates and other agreements being executed and delivered by it pursuant to the Sellerterms hereof;
(iii) True copies of all consents Good standing certificates, dated not more than ninety (90) days with respect to Araxas and waivers obtained thirty (30) days with respect to OSOG prior to the Closing Date, issued by CTI, in accordance with the provisions of Section 7.1 below;
(iv) Such other documents and instruments as Seller may reasonably request; and
(b) Seller shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller shall deliver to CTI share and interest certificates in the name of CTI in respect of all respective SPI, STI, and STLLC shares and interests and shall register the respective shares and interests in the name of CTI in the shareholders and membership registers of SPI, STI, and STLLC, respectively; Certificate of good standing from the Secretary of State of the State its state of Californiaincorporation and each other jurisdiction in which it is authorized or licensed to conduct business, dated at or about the Closing Date, to the effect stating that SPI, STI, it is validly existing and STLLC are in good standing under the laws of said statesuch jurisdiction;
(iv) Releases and Uniform Commercial Code termination statements, executed by each secured creditor identified on Schedule 4.2(b)(iv) hereto and Sellers, and any other appropriate secured parties in a form appropriate for recording and filing, that are sufficient to release any and all Encumbrances except the Permitted Encumbrances against or relating to the Acquired Assets;
(v) A certificate of an officer that the representations and warranties described in Section 5 and conditions to Closing described in Section 9 hereof have been fulfilled;
(vi) All other documents, instruments and writings, satisfactory in form and substance to Purchaser and its counsel, as may be required, in Purchaser's reasonable opinion, to effect or evidence the assignment, conveyance, transfer and delivery to Purchaser of the Acquired Assets or to enable Purchaser to operate the Acquired Assets from and after the Closing Date (including any such form required by the State of Louisiana.
(vii) The Investment Letters of the Araxas Partners and the OSOG Partners described in Section 2.3.
(viii) The Escrow Agreement set forth in Exhibit 2.10, executed as provided therein.
(ix) Any and all geological and geophysical data pertaining to the Acquired Assets, including by not limited to maps, logs, records and other data described on Schedule 1.1(a) hereof.
(x) An executed copy of Form MD-10-R-A as required by the State of Louisiana Office of Conservation to operate the Acquired Assets.
(c) Purchaser shall have delivered to Sellers the following:
(i) The opinion of counsel for Purchaser in form and substance substantially as set forth in Exhibit 4.2(c)(i);
(ii) Certified copies The NEG Common Stock Certificates in the amount of the Certificate of Incorporation of SPI Purchase Price (as adjusted) in form and STI and Certificate of Organization of STLLC, substance substantially as amended to date certified by the Secretary of State of the State of California at or about the Closing Dateset forth in Exhibit 4.2(c)(ii);
(iii) Secretary's certificates, duly An executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all copy of the executive officers of SPI, STI, Stock Registration Agreements in form and STLLC, respectively, dated at or about the Closing Datesubstance as set forth in Exhibit 4.2(c)(iii)(a) and Exhibit 4.2(c)(iii)(b);
(iv) An officer's A certificate duly executed by SPI’s, STI’s, and STLLC’s chief executive officers, respectively, to the effect of an officer of Purchaser that the conditions set forth representations and warranties described in Section 7.2(a) below 6 and the conditions to Closing described in Section 10 hereof have been satisfied, dated as of the date of the Closing;fulfilled.
(v) True copies of all consents and waivers obtained by SPIThe Escrow Agreement set forth in Exhibit 2.10, STI, and STLLC, in accordance with the provisions of Section 7.1 below;
(vi) Copies of all corporate books and records of SPI, STI, and STLLC, respectively, including a complete listing of shareholders and membership interest holders, executed as applicable, and the financial records of each companyprovided therein.
(c) The Sellers shall deliver the following documents:
(i) to CTI, a duly executed share assignment in the form attached hereto as Exhibit B effecting the immediate and unconditional sale, assignment and irrevocable transfer of the Seller’s securities in SPI, STI, and STLLC to CTI, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule II; and
(ii) to SPI, STI, and STLLC, as agent for CTI, all share and interest certificates in respect of the shares and interests of each of the aforementioned companies.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (National Energy Group Inc)
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) CTI RSD shall deliver the following documents and take the following actionsdocuments:
(i) Validly executed stock certificates corresponding to the CTI common Shares Common Stock issued in the name of the SellerFREGAT Owners in the amounts set forth in Schedule I;
(ii) Instructions directing its transfer agent to register Certificate of good standing from the common shares Secretary of State of the State of Florida, dated at or about the Closing Date, to the Sellereffect that RSD is in good standing under the laws of said state;
(iii) True copies Certified copy of all consents and waivers obtained the Certificate of Incorporation of RSD, as certified by CTI, in accordance with the provisions Secretary of Section 7.1 belowState of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as Seller FREGAT may reasonably request; and.
(b) Seller FREGAT shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) Seller FREGAT shall deliver to CTI share and interest RSD Interest certificates in the name of CTI of, or assigned to, RSD or the FREGAT Acquisition Subsidiary, as specified by RSD, in respect of all respective SPI, STI, and STLLC shares and interests FREGAT Interests and shall register the respective shares and interests FREGAT Interests in the name of CTI RSD or the FREGAT Acquisition Subsidiary, as the case may be, in the shareholders and membership registers Owners register of SPI, STI, and STLLC, respectively; FREGAT;
(ii) Certificate of good standing from the Secretary of State of the State of CaliforniaRussian Corporations, dated at or about the Closing Date, to the effect that SPI, STI, FREGAT is a corporation organized and STLLC are in good standing under the laws of said statejurisdiction;
(iiiii) Certified copies copy of the Certificate of Incorporation of SPI and STI and Certificate of Organization of STLLCFREGAT, as amended to date certified by the Secretary of State of the State of California at or about the Closing Date;
(iii) Secretary's certificates, duly executed by SPI, STI, and STLLC's secretaries attaching and attesting to the accuracy of: (a) the bylaws of each of SPI and STI, and operating agreement of STLLC, (b) the resolutions of SPI, STI, and STLLC's respective board of directors, or managers, as applicable, approving the transactions contemplated hereby, including the Exchange, and (c) an incumbency certificate signed by all of the executive officers of SPI, STI, and STLLC, respectively, dated at or about the Closing Date;
(iv) An officer's certificate duly executed by SPI’s, STI’s, and STLLC’s FREGAT 's chief executive officers, respectively, officer to the effect that the conditions set forth in Section 7.2(aSection7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) True copies An officer's certificate duly executed by FREGAT 's Chief Executive Officer and Secretary certifying that the attached ownership register of all consents FREGAT is an accurate and waivers obtained by SPI, STI, and STLLC, in accordance with complete ownership register of FREGAT as of the provisions of Section 7.1 below;Closing Date; and
(vi) Copies of all corporate books Such other documents and records of SPI, STI, and STLLC, respectivelyinstruments as RSD may reasonably request, including a complete listing documents evidencing such resignations from and appointments to the governing body of shareholders and membership interest holdersFREGAT, effective the Closing Date, as applicable, and the financial records of each companyare set forth in Schedule II hereto.
(c) The Sellers FREGAT Owners shall deliver the following documents:
(i) to CTIRSD, a duly executed share assignment in the form attached hereto as Exhibit B assignments effecting the immediate and unconditional sale, assignment and irrevocable transfer of FREGAT Interests to RSD or the Seller’s securities in SPIFREGAT Acquisition Subsidiary, STI, and STLLC to CTIas specified by RSD, free and clear of any liens, or any other third party rights of any kind and nature, whether voluntarily incurred or arising by operation of law along with the completely executed Investor Questionnaire, substantially in the form attached hereto as Schedule IIlaw; and
(ii) to SPI, STI, and STLLCFREGAT, as agent for CTIRSD, all share and interest certificates in respect of the shares and interests of each of the aforementioned companiesFREGAT Interests.
Appears in 1 contract
Samples: Exchange and Acquisition Agreement (Royal Style Design Inc.)
