Common use of Closing Requirements Clause in Contracts

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE to the USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDE's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Pride, Inc.)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closing: (a) Closing: the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) ; delivery of all corporate records of PRIDE JPEN to the USMS MHST Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) ; copies of resolutions by USMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDEMHST's Board of Directors authorizing this Agreement; and (e) copies of resolutions by JPEN's Board of Directors authorizing this Agreement; and the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Jupiter Enterprises Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten five (105) business days after the date of this Agreement, or sooner, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE CWEQ to the USMS SUN Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMSSUN's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDECWEQ's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Commonwealth Equities Inc)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, parties duly endorsed or issued as the case may be;, pursuant to Subparagraphs 1.3 and 2. (b) delivery of all corporate records of PRIDE Roosevelt, Sulphur and Sulport to the USMS Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested;. (c) copies of resolutions by USMSSulphur's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDESulport's Board of Directors authorizing this Agreement; e) copies of resolutions by Roosevelt's Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (International Commodity Logistics Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, or sooner, the following documents shall have been delivered to the escrow agent, and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closing: (a) the securities to be delivered by TRI pursuant to section 3.1 3 have been delivered to the respective partiesescrow agent, duly endorsed or issued as the case may be; (b) the corporate resolution of DRYT authorizing the issuance of the Shares to TRI Shareholders shall be delivered to the escrow agent; (c) delivery of all corporate records of PRIDE DRYT to the USMS TRI Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closingamended), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requestedexist; (cd) copies of resolutions by USMS's TRI’s Board of Directors authorizing this Agreement; (de) copies of resolutions by PRIDE's DRYT’s Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Legalopinion Com)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, parties duly endorsed or issued as the case may be;, pursuant to Subparagraph 2.1. (b) delivery Ginsite shall permit the Envirocon members of all corporate records the Board of PRIDE Directors access to the USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested;. (c) copies of resolutions by USMSGinsite's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDEEnvirocon's Board of Directors authorizing this Agreement; and; (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein; and f) Ginsite shall have amended its articles of incorporation to increase the number of shares of common stock authorize to be issued from fifty million (50,000,000) to one hundred million (100,000,000).

Appears in 1 contract

Sources: Acquisition Agreement (Ginsite Materials Inc)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE to the USMS Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMS's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDE's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Prime Rate Income & Dividend Enterprises Inc)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE ELAW-USA, ELAW-BVI to the USMS Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMSELAW-BVI's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDEELAW-USA's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Beach Couch Inc)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section 3.1 Subparagraph 2.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE Beach Couch to the USMS Management Teamnew management, as set forth in Paragraph 1.4, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMSVIPC's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDEBeach Couch's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Acquisition Agreement (Beach Couch Inc)

Closing Requirements. Subsequent to the execution of this Agreement and prior to the Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, or sooner, the following documents shall have been delivered to the escrow agent, and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closing: (a) the securities to be delivered by MATLINK pursuant to section 3.1 3 have been delivered to the respective partiesescrow agent, duly endorsed or issued as the case may be; (b) the corporate resolution of LAWW authorizing the issuance of the Shares to MATLINK Shareholders shall be delivered to the escrow agent; (c) delivery of all corporate records of PRIDE LAWW to the USMS MATLINK Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closingamended), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requestedexist; (cd) copies of resolutions by USMS's MATLINK’s Board of Directors authorizing this Agreement; (de) copies of resolutions by PRIDE's LAWW’s Board of Directors authorizing this Agreement; and (ef) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Legalopinion Com)

Closing Requirements. Subsequent to Closing, each of the parties shall execute and deliver such instruments and documents and take such other actions as may, in the reasonable opinion of counsel for each, be required to complete the transactions under this Agreement. It is contemplated that within ten (10) business days after the date of this Agreement, the following documents shall have been delivered and the following activities shall have taken place, all of which shall be deemed to have occurred contemporaneously at the closingClosing: (a) the securities to be delivered pursuant to section Section 3.1 have been delivered to the respective parties, duly endorsed or issued as the case may be; (b) delivery of all corporate records of PRIDE OPUS to the USMS BTI Management Team, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Bylaws, as amended to the Closing), stock books, stock transfer books, check books, bank accounts, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; (c) copies of resolutions by USMSBTI's Board of Directors authorizing this Agreement; (d) copies of resolutions by PRIDEOPUS's Board of Directors authorizing this Agreement; and (e) the parties hereto have signed and delivered such other instruments and documents, if any, relating to and effecting the transactions contemplated herein.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Opus Resource Group Inc)