Deliverables at Closing. (a) At the Closing, Buyer shall deliver to the Company:
(i) The Purchase Price via a check payable to the Company or wire transfer pursuant to the wire transfer instructions as provided by the Company to Buyer; and
(ii) a copy of the Note, duly executed by an authorized officer of the Buyer.
(b) At the Closing, the Company shall deliver to the Buyer a copy of the Note, duly executed by an authorized officer of the Company.
Deliverables at Closing. (a) At the Closing, each Seller shall deliver to Buyer the following:
(i) a copy of this Agreement duly executed by the Seller;
(ii) a stock certificate or certificates evidencing his Shares, free and clear of all lien, pledge, encumbrance, charge, security interest, claim or right of another (collectively, “Encumbrances”), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank;
(iii) a duly executed resignation letter thereby resigning as a member of the Board of Directors and all positions with the Company, effective on the Closing Date;
(b) At the Closing, Buyer shall deliver to each Seller the following:
(i) a copy of this Agreement duly executed by the Buyer;
(ii) a secured promissory note, substantially the form attached hereto as Annex A, for the principal amount of such Sellers portion of the Purchase Price and Indebtedness as set forth on Annex B attached hereto;
(c) At the Closing, the Company shall deliver to the Buyer the following:
(i) a copy of this Agreement duly executed by an authorized officer of the Company;
(ii) duly executed Board resolutions therein authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by such agreements, accepting the Sellers’ resignation as Board members and officer(s) of the Company, appointing Xxxxx Xxxxxxx (or other person designated by Buyer) as a member of the Board of Directors and as the Chief Executive Officer, Secretary and Treasurer of the Company, effective on the Closing Date;
(iv) A complete stockholder ledger of the stockholders of the Company as of the Closing Date;
(v) All Board and stockholder minutes and resolutions since inception;
(vi) XXXXX filing codes of the Company;
(vii) All XBRL files of the Company for the past 12 months;
(viii) All Company corporate and financial records from inception to current delivered by electronic form and hard copy to Xxxxx Law, LLC;
(ix) All Company accounting files previously provided to Accountants and Auditors from inception to current to Xxxxx Law, LLC; and
(x) A detailed list of all payables owed by the Company as of the Closing Date.
Deliverables at Closing. At the Closing the following shall occur:
Deliverables at Closing. As of the Closing, each of the following transactions shall occur:
2.1.1 The Signatories thereto shall enter into and deliver the Lock Up Agreement, VSPC/Xxxxx Mutual Release to each of the Released Parties (as such term is defined therein);
2.1.2 Properly and fully executed UCC Termination Statements shall be delivered by Xxxxx to VIASPACE to enable VIASPACE to thereafter cause the termination of the UCC’s filed in connection with the Secured Note and related Security Documents;
2.1.3 VIASPACE shall contribute, transfer, assign and convey to VGE all of its right title and interest in and to the Cancelled VGE Shares, by endorsing over and delivering a fully executed stock power to VGE in connection with Certificates #1, 2, 72, 73, 74, 77, 79, 80, 81, and 82 and the 147,920 VGE Shares held by Glendale Securities, which shares shall be accepted, received and canceled of record by VGE upon and coincident therewith;
2.1.4 VGE shall issue and deliver to Xxxxx and Xxxxx shall accept the VGE Shares;
2.1.5 VGE shall have paid one-half (or approximately $1,500) of the premium on the directors and officers insurance policy last due and owing from June 25, 2012 and the full amount of the down payment in the amount of $10,187.70 on the renewal of such directors and officers insurance policy (the “Down Payment”); provided, however, that upon and coincident with Closing, VIASPACE shall reimburse VGE for that pro-rata portion of the Down Payment attributable to the remaining annual period following Closing;
2.1.6 The delivery of a mutually agreed upon Press Release relating to the signing of the Transaction Documents;
2.1.7 All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by any or all Signatories, including, without limitation, the Entity Signatories, for the authorization, execution and delivery of this Agreement and the consummation by such Person of the transactions contemplated by this Agreement, shall have been obtained and made thereby, except where the failure to receive such consents, waivers, approvals, authorizations or orders or to make such filings would not have a material adverse effect on such Person; and
2.1.8 Each Entity Signatory shall deliver (1) a Secretary's Certificate, dated the Closing Date, certifying (i) attached copies of such Person’s Organizational Documents, (ii) resolutions of its governing board in which are approved the Transaction Documents and the transact...
Deliverables at Closing. The parties shall deliver the following instruments, documents and property at the Closing to one another:
Deliverables at Closing. (a) At the Closing, Buyer shall deliver to the Company:
(i) The Purchase Price via a check payable to the Company or wire transfer pursuant to the wire transfer instructions as provided by the Company to Buyer, provided, however, that the Parties acknowledge and agree that the Company has agreed to pay $5,000 to the Buyer to reimburse the Buyer for Buyer’s costs in connection with the Transactions, and therefore Buyer shall be entitled to retain such amount from the Purchase Price paid at the Closing; and
(ii) a copy of the Note, duly executed by an authorized officer of the Buyer.
(b) At the Closing, the Company shall:
(i) Deliver to the Buyer a copy of the Note, duly executed by an authorized officer of the Company; and
(ii) Issue the Shares to the Buyer and take such actions as required to cause the Buyer to be recorded as the beneficial and record holder of the Shares.
Deliverables at Closing. At the Closing the Company shall deliver to the Acquirer the following documents:
a. Certified extract of the resolutions passed by the Board approving the transfer of the Sale Shares from the Seller to the Acquirer.
b. Certified extract of the register of members and the share transfer register of the Company evidencing the entries relating to the transfer of the Sale Shares from the Seller to the Acquirer.
c. Certificate, dated as of the Closing Date, executed by Company and the Seller, certifying that the representation and warranties made by the Seller and the Company as set out in this Agreement are true and correct as of the Closing.
d. A certificate, dated as of the Closing executed by Company and the Seller, certifying to the fulfilment of the Execution Date Deliverables set forth in this Agreement.
e. Share certificate(s) with respect to the Shares with endorsement of name of the Acquirer on the same.
f. Any other document as may be reasonably required by the Acquirer pursuant to Closing under this Agreement.
Deliverables at Closing. (a) At the Closing, Buyer shall deliver to the Company:
(i) The Purchase Price via a check payable to the Company or wire transfer pursuant to the wire transfer instructions as provided by the Company to Buyer; and
(ii) a copy of each Warrant, each duly executed by the Buyer, or an authorized officer of the Buyer if Buyer is an entity.
(b) At the Closing, the Company shall deliver to the Buyer a copy of each Warrant, each duly executed by an authorized officer of the Company and shall record the Buyer as the applicable holder of the Share(s) in the books and records of the Company. The Share(s) shall not be certificated unless requested by the Buyer.
Deliverables at Closing. At the Closing, (i) Seller will deliver to Buyer the various certificates, instruments, and documents referred to in §7 below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7 below, (iii) Seller will deliver to Buyer stock certificates representing all of the Target Shares accompanied by duly executed assignment documents for assignment to Buyer or Buyer’s designee, and (iv) Buyer will deliver to Seller the consideration specified in §2 below.
Deliverables at Closing. In addition to the foregoing, at the Closing, the Company shall deliver to the Purchaser:
(a) a stock certificate representing 93,458 shares of Preferred Stock registered in the name of the Purchaser;
(b) a opinion of counsel of the Company in the form attached hereto as Exhibit C;
(c) an executed copy of this Agreement;
(d) a certificate, dated the date of Closing signed by a duly authorized officer of the Company dated as of the date of the Closing certifying as to:
(i) a true and correct copy of the certificate of incorporation of the Company (including all amendments), as attached thereto, and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware;
(ii) the By-laws, as attached thereto, are in full force and effect;
(iii) the satisfactory waiver of all preemptive rights by the stockholders of the Company on or before the date of Closing;
(iv) the resolutions, in form and substance reasonably satisfactory to the Purchaser, of the Board of Directors duly authorizing the execution, delivery and performance of this Agreement, the filing of the Certificate of Designation, the issuance of the Preferred Stock and the execution and delivery of any other documents, instruments or agreements executed in connection herewith or therewith;
(v) the incumbency and signature of the individuals authorized to execute and deliver documents on the Company's behalf; and
(vi) the performance and compliance in all material respects with all of the Company's agreements, representations, warranties, covenants, obligations, duties and conditions under this Agreement required to be performed or complied with by it on or prior to the date of closing, including, but not limited to, the appointment of Peter B. Yunich xx Xxxxx XI of the Board of Directors.
