Deliveries by the Parties. Upon execution of this Agreement: (a) The Company will deliver to the Purchaser (i) a stock certificate evidencing the Classic Shares and a stock certificate evidencing the EMA Shares, together with a stock power for each; (ii) a Good Standing Certificate for each of Classic and EMA issued by the Department of State of the state of incorporation for each of Classic and EMA; (iii) a certified copy of resolutions of the Board of Directors of the Company authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated hereby; and (iv) a counterpart of this Agreement signed by an authorized officer of the Company. The Company shall pay all applicable documentary stamp and transfer taxes in connection with the transfer of the Classic Shares and the EMA Shares to the Purchaser pursuant to this Agreement. (b) The Purchaser will deliver to the Company: (i) a counterpart of this Agreement signed by the President of the Purchaser; and (ii) a certified copy of the resolutions of the Board of Directors of the Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Purchase Agreement (Ocean Optique Distributors Inc), Purchase Agreement (Koeppel Robert L)