Common use of UFOG Deliveries Clause in Contracts

UFOG Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IV, UFOG shall deliver to the Majority Shareholder at Closing all the following: (i) A certificate of good standing from the Department of the Secretary of the State of Delaware, issued as of a date within ten days prior to the Closing Date, certifying that UFOG is in good standing as a corporation in the State of Delaware; (ii) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers of UFOG executing this Agreement and any other document delivered pursuant hereto on behalf of UFOG; (iii) Copies of the resolutions/consents of UFOG’s board of directors and shareholder minutes or consents authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of UFOG as of the Closing Date; (iv) The certificate contemplated by Section 4.01, duly executed by the chief executive officer of UFOG; (v) The certificate contemplated by Section 4.02, dated the Closing Date, signed by the chief executive officer of UFOG; (vi) Certificates for 60,000,000 shares of UFOG Common Stock issued in the name of the Majority Shareholder; and (vii) In addition to the above deliveries, UFOG shall take all steps and actions as the Majority Shareholder may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.

Appears in 6 contracts

Samples: Share Exchange Agreement (Universal Fog Inc), Share Exchange Agreement (Universal Fog Inc), Share Exchange Agreement (Universal Fog Inc)

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