ITEMS TO BE DELIVERED BY Sample Clauses

ITEMS TO BE DELIVERED BY. THE COMPANY TO HSI PRIOR TO OR AT CLOSING. (a) Certificate of good standing of the Company in the Company's state of incorporation. (b) Resolutions from the Company's Board of Directors approving the Closing of the Collective Exchange, the making and performing of the Exchange Agreements, the Reverse Split, the Name Change, and any other resolutions reasonably necessary to accomplish the transactions contemplated by this Agreement, including but not limited to those enabling compliance with applicable federal and state securities laws and the rules and regulations of the Securities and Exchange Commission and the OTC Bulletin Board. (c) Resolutions from the Company's shareholders approving the Exchange, the Collective Exchange, the Reverse Split and the Name Change, thereby authorizing the issuance of the Exchange Shares. (d) An Exchange Agreement duly executed by an authorized representative of the Company. (e) Any other document reasonably requested by HSI that it deems necessary for the consummation of the transactions contemplated by this Agreement.
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ITEMS TO BE DELIVERED BY. THE SELLERS AT THE CLOSING. In addition to the other deliveries or actions required to be delivered or performed hereby, at the Closing, the Sellers shall deliver or cause to be delivered to the Buyer the following: (a) the officer's certificate required by Section 14.1; (b) evidence of all consents, waivers, novations, authorizations and approvals required by Section 14.3; (c) the certificates or other instruments representing all of the Purchased Equity duly accompanied by stock powers assigned in blank or, if such equity is not certificated, such other certificate, instrument or document evidencing the Purchased Equity reasonably satisfactory to the Buyer, (d) a counterpart of the Holdco 2 LLC Agreement, duly executed by KTI or an Affiliate thereof; (e) evidence reasonably satisfactory to the Buyer of the approval of the transactions contemplated hereby by the board of directors of each Seller; (f) copies of the Organizational Documents of each of the Purchased Companies, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation; (g) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of incorporation or formation and the respective jurisdictions of qualification (as listed on SCHEDULE 5.1) to the effect that each of the Purchased Companies is in good standing and subsisting in such jurisdictions; (h) an opinion of counsel to the Sellers, dated as of the Closing Date, in the form of EXHIBIT B attached hereto; and (i) such other certificates, agreements, documents and other instruments and documents as are required to be delivered by the Sellers or any of the Purchased Companies pursuant to this Agreement at or prior to the Closing.
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Related to ITEMS TO BE DELIVERED BY

  • Documents to be Delivered by ▇▇▇▇▇▇(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Items to be Delivered at Closing 10.1 Items to be Delivered by the Sellers. At the Closing, the Sellers shall deliver to the Buyer the Assets, including by taking the following actions: (a) Deliver to the Buyer an officer’s certificate on behalf of each Seller in a form reasonably satisfactory to the Buyer as to: (i) resolutions (or other instruments as applicable) embodying all corporate or limited liability company actions taken by and on behalf of such Seller, as appropriate, to authorize the execution, delivery and performance of this Agreement and the Other Agreements by such Seller; and (ii) the incumbency of each officer signing this Agreement, the Other Agreements or any other agreement, document or instrument executed in connection with this Agreement or the transactions contemplated by this Agreement on behalf of such Seller; (b) Deliver to the Buyer a certificate of Seller Parent, dated as of the Closing Date and executed by an authorized representative of Seller Parent, to the effect that each of the conditions specified in Section 8.1 and Section 8.2 are satisfied in all respects; (c) To the extent available under applicable Law, deliver to the Buyer a certificate of good standing of each Seller dated as of a date within thirty (30) days of the Closing Date and issued by the Secretary of State or other appropriate Governmental Authority of the state in which such Seller was incorporated or formed; (d) Deliver to the Buyer those Orders, consents, approvals, results and clearances set forth on Schedule 8.3 and described in Section 8.3; (e) Deliver to the Buyer one or more bills of sale, substantially in the form of Exhibit G hereto, conveying title to all of such Seller’s Personal Property included in the Assets; (f) Deliver to the Buyer an assignment and assumption agreement in the form of Exhibit H hereto (the “Assignment and Assumption Agreement”), duly executed by the Sellers; (g) Deliver to the Buyer the Escrow Agreement duly executed by Seller Parent; (h) Deliver to the Buyer the Transition Services Agreement duly executed by Seller Parent; (i) Deliver to the Buyer the Supply Agreement duly executed by Seller Parent; (j) Deliver to the Buyer the Product Processing Agreement duly executed by Seller Parent; (k) Deliver to the Buyer the Other Agreements duly executed by each appropriate Seller; (l) Deliver to the Buyer the Preliminary Statement duly executed by Seller Parent; (m) Deliver to the Buyer assignment documents for each of the patents, trademarks and other Intellectual Property which are part of the Assets, duly executed by each appropriate Seller; (n) Deliver to the Buyer all such executed documents as may be required to change each FS Tech Entity’s name on that date to another name bearing no similarity to the current FS Tech Entity name as identified on Schedule 1, including but not limited to a name change amendment with the appropriate state or government office and an appropriate name change notice for each state or country where the FS Tech Entity is qualified to do business; (o) Deliver to the Buyer any and all documents, instruments and certificates as the Buyer reasonably deems necessary to consummate the transactions contemplated by this Agreement as the Buyer reasonably requests (including documents evidencing the release of any guarantor obligations required pursuant to Section 8.7 of this Agreement and the release of Liens required pursuant to Section 8.8 of this Agreement); and (p) Deliver to the Buyer such other good and sufficient instruments of transfer as the Buyer reasonably deems necessary and appropriate to vest in the Buyer all right, title and interest in, to and under the Assets; and simultaneously with such delivery, the Sellers shall take such steps as are required to put the Buyer in actual possession and operating control of the Assets.

  • Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form: