New Certificates. In furtherance of its transfer of the Perri ---------------- Shares to Perri pursuant to Section 2(a) hereof, promptly after the date hereof UIT will, by delivering the same to ▇▇▇▇▇, deliver to Netcruise (for the benefit of Perri and UIT) UIT's stock certificate (the "Old UIT Certificate") evidencing the Shares, accompanied by (i) an appropriate assignment separate from certificate (the "Stock Assignment") covering the Perri Shares, and (ii) a copy of a written consent (the "Board Consent") of UIT's sole director adopting resolutions approving the sale of the Perri Shares to Perri. Promptly following receipt by ▇▇▇▇▇ of the foregoing, Netcruise shall (i) validly issue two new stock certificates evidencing the Shares, one in the amount of 1,500,000 of the Shares (the "Perri Related New Certificate") and one in the amount of 500,000 of the Shares (the "New UIT Certificate"); and (ii) deliver the Perri Related New Certificate to Perri and the New UIT Certificate to UIT. Each of Perri and Netcruise acknowledges and agrees that UIT will be deemed to have satisfied its obligations to Perri under Section 2(a) above and this Section 2(b) upon delivery of the Old UIT Certificate, Stock Assignment and Board Consent to ▇▇▇▇▇ in such manner and at such time as may be agreed to by ▇▇▇▇▇ and counsel for UIT.
Appears in 1 contract
Sources: Omnibus Stock Purchase, Restructuring and General Release Agreement (United Leisure Corp)
New Certificates. In furtherance of its transfer of the Perri ---------------- Shares to Perri pursuant to Section 2(a) hereof, promptly after the date hereof UIT will, by delivering the same to ▇▇▇▇▇, deliver to Netcruise (for the benefit of Perri and UIT) UIT's stock certificate (the "Old UIT Certificate") evidencing the Shares, accompanied by (i) an appropriate assignment separate from certificate (the "Stock Assignment") covering the Perri Shares, and (ii) a copy of a written consent (the "Board Consent") of UIT's sole director adopting resolutions approving the sale of the Perri Shares to Perri. Promptly following receipt by ▇▇▇▇▇ of the foregoing, Netcruise shall (i) validly issue two new stock certificates evidencing the Shares, one in the amount of 1,500,000 of the Shares (the "Perri Related New Certificate") and one in the amount of 500,000 of the Shares (the "New UIT Certificate"); and (ii) deliver the Perri Related New Certificate to Perri and the New UIT Certificate to UIT. Each of Perri and Netcruise acknowledges and agrees that UIT will be deemed to have satisfied its obligations to Perri under Section 2(a) above and this Section 2(b) upon delivery of the Old UIT Certificate, Stock Assignment and Board Consent to ▇▇▇▇▇ in such manner and at such time as may be agreed to by ▇▇▇▇▇ and counsel for UIT.
Appears in 1 contract
Sources: Omnibus Stock Purchase, Restructuring and General Release Agreement (Netcruise Com Inc)
New Certificates. In furtherance of its transfer of the Perri ---------------- Shares to Perri pursuant to Section 2(a) hereof, promptly after the date hereof UIT will, by delivering the same to ▇D▇▇▇▇, deliver to Netcruise (for the benefit of Perri and UIT) UIT's stock certificate (the "Old UIT Certificate") evidencing the Shares, accompanied by (i) an appropriate assignment separate from certificate (the "Stock Assignment") covering the Perri Shares, and (ii) a copy of a written consent (the "Board Consent") of UIT's sole director adopting resolutions approving the sale of the Perri Shares to Perri. Promptly following receipt by ▇D▇▇▇▇ of the foregoing, Netcruise shall (i) validly issue two new stock certificates evidencing the Shares, one in the amount of 1,500,000 of the Shares (the "Perri Related New Certificate") and one in the amount of 500,000 of the Shares (the "New UIT Certificate"); and (ii) deliver the Perri Related New Certificate to Perri and the New UIT Certificate to UIT. Each of Perri and Netcruise acknowledges and agrees that UIT will be deemed to have satisfied its obligations to Perri under Section 2(a) above and this Section 2(b) upon delivery of the Old UIT Certificate, Stock Assignment and Board Consent to ▇D▇▇▇▇ in such manner and at such time as may be agreed to by ▇D▇▇▇▇ and counsel for UIT.
Appears in 1 contract
Sources: Omnibus Stock Purchase, Restructuring and General Release Agreement (Netcruise Com Inc)