Deliveries by the Company Clause Samples

Deliveries by the Company. In addition to and without limiting any other provision of this Agreement, the Company agrees to deliver, or cause to be delivered, to the escrow agent under the Escrow Agreement, the following: (a) At or prior to Closing, an executed Agreement with all exhibits and schedules attached hereto; (b) At or prior to Closing, an executed Warrant in the name of the Investor in the form attached hereto as Exhibit C; (c) The executed Registration Rights Agreement; (d) Certifications in form and substance acceptable to the Company and the Investor from any and all brokers or agents involved in the transactions contemplated hereby as to the amount of commission or compensation payable to such broker or agent as a result of the consummation of the transactions contemplated hereby and from the Company or Investor, as appropriate, to the effect that reasonable reserves for any other commissions or compensation that may be claimed by any broker or agent have been set aside; (e) Management letter from the accountants and MD&A; (f) Evidence of approval of the Board of Directors of the Company of the Transaction Documents and the transactions contemplated hereby; (g) Certificate of the President and the Secretary of the Company that the Certificate of Designation has been adopted and filed; (h) Certificate of Amendment to the Certificate of Incorporation of the Company adopting the provision described in Section 6.18 (i) Certificates of Existence or Authority to Transact Business of the Company issued by the Secretary of State for Nevada; (j) An opinion from the Company’s counsel concerning the Transaction Documents and the transactions contemplated hereby in form and substance reasonably acceptable to Investor; (k) Stock Certificate in the name of Investor evidencing the Preferred Stock; (l) The executed Escrow Agreement; and (m) Copies of all executive employment agreements, all past and present financing documentation or other documentation where stock could potentially be issued or issued as payment, all past and present litigation documents and historical financials. (n) Such other documents or certificates as shall be reasonably requested by Investor or its counsel.

Deliveries by the Company. (a) At the Closing, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) a certificate, dated as of the Closing Date, executed by the Company confirming the satisfaction of the conditions specified in Section 7.2(a) and Section 7.2(b); (ii) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; (iii) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agreements applicable to the Closing; and (iv) an Operational Duplicate IT System Certificate, executed by the Company, dated as of the Closing Date. (b) At each Subsequent Closing and at the Distribution Center Closing, as applicable, the Company shall deliver or cause to be delivered to Purchaser Sub: (i) the certificate described in Section 2.1(b)(i), dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company, each reference therein to “Closing Date” shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets related thereto) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (ii) a certificate dated as of each Subsequent Closing Date or Distribution Center Closing Date, as applicable, executed by the Company regarding the accuracy of the matters set forth in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d) and where, for purposes of this Section 2.3(b)(ii), each reference therein to “Closing Date” in Section 7.2(b) and, solely with respect to the first Subsequent Closing, Section 7.2(d), as applicable, shall be deemed to be such Subsequent Closing Date or Distribution Center Closing Date, as applicable, solely with respect to the Acquired Stores or Distribution Centers (and Purchased Assets therein) to be transferred at such Subsequent Closing and the Distribution Center Closing (as applicable); (iii) solely with respect to the first Subsequent Closing, the Operational Duplicate IT System Certificate, executed by the Company, dated as of the first Subsequent Closing Date; (iv) a certification of non-foreign status reasonably acceptable to Parent, for purposes of Section 897 and 1445 of the Code; and (v) duly executed counterparts by the Company or any Affiliate of the Company to each of the Ancillary Agr...

Deliveries by the Company. At the Closing, the Company shall deliver to Sprint and Sprint L.P. the following: (i) each of the Ancillary Agreements to which the Company is a party, which shall have been duly executed and delivered by it; (ii) a certificate on behalf of the Company signed by a duly authorized executive officer, dated as of the Closing Date, certifying the fulfillment of the conditions set forth in Sections 2.02(d) and (e); (iii) the legal opinion of Hunton & ▇▇▇▇▇▇▇▇, counsel to the Company, Newco and Newco Sub dated as of the Closing Date, in form and substance reasonably satisfactory to Sprint and Sprint L.P.; (iv) a Certificate of the Secretary of the Company (A) as to true and complete copies of the certificate of incorporation, bylaws and resolutions of the Board of Directors authorizing the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby, (B) certifying that the execution, delivery and performance of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby were duly and validly approved by the stockholders of the Company, and (C) as to incumbency of the Company officers executing the Agreement and each of the Ancillary Agreements to which it is a party; (v) the certificate of incorporation of the Company and all amendments to date, certified by the Delaware Secretary of State, as of a date not later than three (3) business days prior to the Closing Date; (vi) a Long Form Certificate of Good Standing from the Delaware Secretary of State certifying that the Company is in good standing, as of a date not later than three (3) business days prior to the Closing Date; (vii) the Certificate of Inspector of Election in connection with the Special Meeting.

Deliveries by the Company. Upon its receipt of the entire Purchase Price and all the documents to be executed and delivered by Purchaser to the Company under Section 2.1, the Company will issue a duly executed stock certificate evidencing the Shares in the name of Purchaser, registered in Purchaser’s name, with such certificate to be placed in escrow as provided in Section 7 until expiration or termination of the Company’s Right of First Refusal described in Section 5.

Deliveries by the Company. At the Closing, the Company shall deliver, or cause to be delivered, to the Investor the Shares, registered in the name of the Investor, and the Company shall instruct its transfer agent to register such issuance at the time of such issuance. The Company shall also deliver at the Closing: (i) a certificate in form and substance reasonably satisfactory to the Investor and duly executed on behalf of the Company by an authorized executive officer of the Company, certifying that the conditions to Closing set forth in Sections 6 and 8.2 hereof have been fulfilled and (ii) a certificate of the secretary or assistant secretary of the Company dated as of the Closing Date certifying (A) that attached thereto is a true and complete copy of the Amended and Restated By-laws of the Company as in effect at the time of the actions by the Board referred to in clause (B) below and on the Closing Date; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board authorizing the execution, delivery and performance of the Transaction Agreements and the Transaction and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby as of the Closing Date; (C) that attached thereto is a true and complete copy of the Company’s Fifth Amended and Restated Certificate of Incorporation as in effect at the time of the actions by the Board referred to in clause (B) above and on the Closing Date; and (D) as to the incumbency and specimen signature of any officer of the Company executing a Transaction Agreement on behalf of the Company.

Deliveries by the Company. In addition to and without limiting any other provision of this Agreement, the Company agrees to deliver, or cause to be delivered, to the Escrow Agent under the Closing Escrow Agreement, the following: (a) At or prior to Closing, an executed Agreement with all exhibits and schedules attached hereto; (b) At the Closing, shares of Series B Preferred Stock and Warrants in the name of the Investors in the numbers set forth in Schedule A to this Agreement; (c) The executed Registration Rights Agreement; (d) The executed Escrow Agreement and Closing Escrow Agreement; (e) Copies of all SEC correspondence, if any, since the last Form 10-KSB and any correspondence which was issued prior to the last Form 10-KSB, if any, which has not been resolved to the satisfaction of the SEC; (f) Schedule of all amounts owed (cash and stock) to officers, consultants and key employees (salary, bonuses, etc.); (g) Certifications in form and substance acceptable to the Company and the Investors from any and all brokers or agents involved in the transactions contemplated hereby as to the amount of commission or compensation payable to such broker or agent as a result of the consummation of the transactions contemplated hereby and from the Company or Investors, as appropriate, to the effect that reasonable reserves for any other commissions or compensation that may be claimed by any broker or agent have been set aside (h) Copies of management letters from the Company’s registered independent accounting firm issued in connection with the Company’s most recent audit; (i) Evidence of approval by the Board of Directors of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby; (j) Agreements from the Restricted Stockholders pursuant to Section 6.17 of this Agreement; (k) Good standing certificate from the Secretary of State of the State of Florida; (l) Copy of the Company’s Articles and the Certificate of Designation, as currently in effect, certified by the Secretary of State of the State of Florida; (m) An opinion from the Company’s legal counsel, Guzov Ofsink, LLC, concerning this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby in form and substance reasonably acceptable to the Investors; (n) Executed disbursement instructions pursuant to the Escrow Agreement, which shall provide that the Escrow Agent continue to hold $100,000 to pay the Company’s anticipated obligations to its investor relatio...

Deliveries by the Company. The Company will issue a duly executed share certificate or other documentation evidencing the Vested Shares in the name specified in Section 1.2 above upon vesting, provided the Participant has delivered and executed this Agreement prior to the applicable vesting date and has remained continuously employed by the Company or a Parent, Subsidiary, or Affiliate through each applicable vesting date.

Deliveries by the Company. At the Closing, the Company shall deliver to The Purchaser the following documents: (a) a certified true copy of the resolutions of the directors and, if necessary, the shareholders of the Company evidencing that the board and, if applicable, shareholders of the Company have approved this Agreement and all of the transactions of the Company contemplated hereunder and the resolutions shall include specific reference to: (i) the sale and transfer of the Company Shares from the Vendors to The Purchaser as provided for in this Agreement; (ii) the cancellation of the share certificates representing the Company Shares held by the Vendors; and (iii) the issuance of a new share certificate representing the Company Shares registered in the name of the Purchaser; (b) a certificate signed by authorized representatives of the Company that the representations and warranties of those persons contained in this Agreement are true and correct in every respect as of the Time of Closing on the Closing Date; (c) if the parties settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other Closing documents as are listed on that closing agenda as Closing documents to be delivered by the Vendors and by the Company; and (d) if the parties choose not to or are unable to settle on a mutually acceptable form of closing agenda prior to the Time of Closing, then such other materials that are, in the opinion of the Purchaser acting reasonably, required to be delivered by the Vendors and by the Company in order for them to meet their obligations under this Agreement.

Deliveries by the Company. At the Closing, the Company shall deliver to the Buyer the following: (a) A certificate issued by the Nevada Secretary of State as to the good standing of the Company as of the date of the Closing; (b) A true and complete copy of the Articles of Incorporation of the Company as in effect as of the date of the Closing, certified by the Secretary of State of Nevada; (c) A true and correct copy of the By-Laws (as amended) of the Company as in effect as of the date of the Closing, certified by the Secretary of the Company; (d) Board Resolutions authorizing all transactions contemplated by this Agreement, including, without limitation with respect to the appointment of the officers and directors provided for in Section 7.7 below; and (e) The Company’s original minute books containing the resolutions and actions by written consent of the directors and stockholders of the Company and the Company’s other original books and records, including the Company’s financial and accounting records (including the Company’s general ledger), all banking records and federal and state tax and other regulatory filings and filing codes (including SEC ▇▇▇▇▇ filing codes) in whatever media they exist, including paper and electronic media; (f) Duly executed resignations of all of the Company’s officers and directors, with the resignation of the Seller as a director being effective only after the filing and distribution of a Schedule 14f-1 Information Statement; and (g) All other documents, instruments and writings required by this Agreement to be delivered by the Company at the Closing, all of the Company’s original books of account and record, and any other documents or records relating to the Company’s business reasonably requested by Buyer in connection with this Agreement.