Documents to be Delivered by Company Sample Clauses
The "Documents to be Delivered by Company" clause outlines the company's obligation to provide specific documents to another party, typically as part of a transaction or agreement. This may include items such as corporate resolutions, financial statements, legal opinions, or evidence of authority, which must be delivered at closing or upon request. The core function of this clause is to ensure that the receiving party has all necessary documentation to verify compliance, facilitate due diligence, and complete the transaction with confidence.
Documents to be Delivered by Company. At the Closing, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Company. At the Closing, the Company shall deliver to PFC the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to PFC as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as PFC shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Nevada dated as of the most recent practicable date.
Documents to be Delivered by Company. At the Closing, the Company shall deliver to SOLS the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to SOLS as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as SOLS shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate of good standing of the Company from the Secretary of State of Korea dated as of the most recent practicable date.
(e) The audited financial statements for the years ending 2010 and 2011 and the unaudited six (6) month period as of June 30, 2012 as prepared by EFP R▇▇▇▇▇▇▇▇ for inclusion in the Company’s 8K that will be filed at the Closing.
(f) A certificate, executed by the President and Chief Financial Officer of the Company, that the disclosure in the 8K to filed at the Closing does not contain any untrue statement of a material fact and does not omit to state any material facts necessary in order to make the 8K not misleading, as to those facts and statement that pertain to the Company.
Documents to be Delivered by Company. At the Closing, the Company shall deliver to WBSI the following:
(a) A certificate of the Secretary and President of the Company, dated the Closing Date, in form and substance reasonably satisfactory to WBSI as to the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by the President and Chief Financial Officer of the Company, in such detail as WBSI shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, certified by the Secretary and President of the Company; and
(d) A certificate, executed by the President and Chief Financial Officer of the Company, that the disclosure in the OTCMarkets disclosure documents and press release to be filed at the Closing do not contain any untrue statement of a material fact and do not omit to state any material facts necessary in order to make the OTCMarkets disclosure not misleading, as to those facts and statement that pertain to the Company.
Documents to be Delivered by Company. On the Closing Date, each Company shall deliver, or cause to be delivered, to Purchasers, the following:
(a) An opinion of legal counsel to Company, substantially in the form attached hereto as EXHIBIT D.
(b) Resolutions of the Manager of Company, certified by the Secretary or Assistant Secretary of the Manager, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (i) the consummation of each of the transactions contemplated by this Agreement and (ii) specific officers to execute and deliver this Agreement and each other Transaction Document to which it is a party.
(c) Certificates of good standing showing that Company and each Subsidiary is organized and in good standing in the jurisdiction of its organization.
(d) Copies of the organizational documents of Company and each Subsidiary, certified, as applicable, as of a recent date by the applicable Secretary of State of the jurisdiction of organization and copies of Company's and each Subsidiary's operating agreement, certified by the Secretary or Assistant Secretary of Company or the Subsidiary, as applicable, as true and correct as of the Closing Date.
Documents to be Delivered by Company. At the Closing, Company shall deliver to Allstate the following:
(a) A certificate of the Secretary of Company dated the Closing Date as to (i) the corporate actions taken by Company and its board of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Company executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Company pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby;
(b) A certificate, executed by an officer of Company, certifying that all representations, warranties and covenants herein are true and correct as of the Closing Date. The delivery of such certificate shall constitute a representation and warranty of Company as to the statements set forth therein;
(c) A copy of the resolutions adopted by the Board of Directors of Company (i) authorizing the execution and delivery of this Agreement and the performance by Company of its obligations hereunder, (ii) electing the person designated by the Company as a director of Company effective as of the Closing Date, (iii) electing the persons designated by the Company as directors of Company effective ten (10) days after the filing with the SEC of an Information Statement pursuant to Section 14(f) of the Exchange Act (the "Section 14(f) Information Statement") and distribution thereof to the Company shareholders, and (iv) electing the persons designated by the Company as officers of Company effective as of the Closing Date, certified by its Secretary;
(d) A certificate of good standing of Company from the Secretary of State of Delaware dated as of the most recent practicable date;
(e) A current report on Form 8-K disclosing the completion of the transactions contemplated by this Agreement which has been approved by all Parties and Company's auditors and is ready for filing with the SEC;
(f) Such other customary certificates or documents as may be reasonably required by Allstate or the Allstate Shareholder.
Documents to be Delivered by Company. At the Closing, Company and Sellers shall have delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:
(a) Stock and Warrant Certificate(s). Stock certificates representing all of the outstanding shares of the Company's Common Stock and Preferred Stock and certificates representing all of the outstanding Warrants, in each case duly endorsed in blank or otherwise acceptable for transfer, with all restrictive legends (if any) either removed or properly canceled.
Documents to be Delivered by Company. At the Closing, Company shall deliver to NRC and Sub the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Company. At the Closing, the Company will deliver to Acquiror (a) such instruments of transfer (including consents and approvals of third parties) as will be sufficient or requisite in the opinion of Acquiror's counsel to vest in Acquiror, its successors and assigns, the full legal and equitable title of the Company to the properties to be transferred by the Company pursuant to Section 2.01 hereof; (b) an instrument satisfactory to counsel for Acquiror appointing Acquiror as the true and lawful attorney in fact for the Company to institute and prosecute (in its own name or in the name of the Company but for the benefit of Acquiror) any proceedings deemed by Acquiror to be necessary or appropriate to collect, assert or enforce its right, title and interest to the properties and assets to be transferred to Acquiror hereunder, including rights described in Section 2.01 hereof; (c) the documents referred to in Section 7.03 hereof; (d) written resignations, effective on acceptance of such directors of the Company's Subsidiaries as Acquiror may request prior o the Closing; and (e) such evidences as counsel for Acquiror may reasonably require as to the Company's compliance with provisions of applicable law relating to the change of the Company's corporate name, the sale of all or substantially all of its assets, and its liquidation and dissolution pursuant to the provisions of this Agreement.
Documents to be Delivered by Company. At the Closing at a later time specified below, Company shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form: ▇▇▇▇ of Sale. ▇▇▇▇ of sale and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient to transfer, assign, convey and deliver to Buyer the Purchased Assets as contemplated hereby.