Documents at Closing and the Closing Sample Clauses
Documents at Closing and the Closing. 7.1 Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(a) RIDGEFIELD DEVELOPMENT CORPORATION will deliver, or will cause to be delivered, to FOUR STAR HOLDINGS the following:
(i) a certificate executed by an Officer/Director of RIDGEFIELD DEVELOPMENT CORPORATION to the effect that all representations and warranties made by RIDGEFIELD DEVELOPMENT CORPORATION under this Agreement are true and correct as of the Closing, the same as though originally given to FOUR STAR HOLDINGS on said Date;
(ii) a certificate from the State of Alabama Dated at or about the Closing to the effect that RIDGEFIELD DEVELOPMENT CORPORATION is validly existing under the laws of said State;
(iii) Common stock representing the Common stock of RIDGEFIELD DEVELOPMENT CORPORATION to be exchanged for the Stock Exchange Shares.
(iv) all other items, the delivery of which is a condition precedent to the obligations of FOUR STAR HOLDINGS, as set forth in Section 4.
(b) FOUR STAR HOLDINGS will deliver or cause to be delivered to RIDGEFIELD DEVELOPMENT CORPORATION and the RIDGEFIELD DEVELOPMENT CORPORATION Security Holders:
(i) a certificate from FOUR STAR HOLDINGS executed by the President or Secretary of FOUR STAR HOLDINGS, to the effect that all representations and warranties of FOUR STAR HOLDINGS made under this Agreement are true and correct as of the Closing, the same as though originally given to RIDGEFIELD DEVELOPMENT CORPORATION on said Date;
(ii) certified copies of resolutions by FOUR STAR HOLDINGS Board of Directors authorizing this transaction;
(iii) certificates from the Florida Secretary of State Dated at or about the Closing Date that FOUR STAR HOLDINGS are in good standing under the laws of said State; and
(iv) all other items, the delivery of which is a condition precedent to the obligations of RIDGEFIELD DEVELOPMENT CORPORATION, as set forth in Section 4 hereof.
Documents at Closing and the Closing. 7.1 Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(a) IMMUNOTECH will deliver, or will cause to be delivered, to ITSI the following:
(i) a certificate executed by the President and Secretary of IMMUNOTECH to the effect that all representations and warranties made by IMMUNOTECH under this Agreement are true and correct as of the Closing, the same as though originally given to ITSI on said Date;
(ii) a certificate from the State of Nevada Dated at or about the Closing to the effect that IMMUNOTECH is validly existing under the laws of said State;
(iii) stock certificates representing those shares of IMMUNOTECH to be cancelled and exchanged for the Merger Shares.
(iv) all other items, the delivery of which is a condition precedent to the obligations of ITSI, as set forth in Section 4.
(b) ITSI and ITSI will deliver or cause to be delivered to IMMUNOTECH and the IMMUNOTECH Security Holders:
(i) a certificate from ITSI executed by the President or Secretary of ITSI, to the effect that all representations and warranties of ITSI and ITSI made under this Agreement are true and correct as of the Closing, the same as though originally given to IMMUNOTECH on said Date;
(ii) certified copies of resolutions by ITSI and ITSI Board of Directors authorizing this transaction;
(iii) certificates from the Delaware Secretary of State Dated at or about the Closing Date that ITSI and ITSI are in good standing under the laws of said State; and
(iv) all other items, the delivery of which is a condition precedent to the obligations of IMMUNOTECH, as set forth in Section 4 hereof.
Documents at Closing and the Closing. 7.1 Documents at Closing At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:
(a) DOT VN will deliver, or will cause to be delivered, to MALERS the following:
(i) a certificate executed by the President and Secretary of DOT VN to the effect that all representations and warranties made by DOT VN under this Agreement are true and correct as of the Closing, the same as though originally given to MALERS on said date;
(ii) a certificate from the State of California dated at or about the Closing to the effect that DOT VN is validly existing under the laws of said State;
(iii) stock certificates representing those shares of DOT VN to be cancelled and exchanged for the Merger Shares.
(iv) all other items, the delivery of which is a condition precedent to the obligations of MALERS, as set forth in Section 4.
(b) MALERS will deliver or cause to be delivered to DOT VN and the DOT VN Security Holders:
(i) a certificate from MALERS executed by the President or Secretary of MALERS, to the effect that all representations and warranties of MALERS made under this Agreement are true and correct as of the Closing, the same as though originally given to DOT VN on said date;
(ii) certified copies of resolutions by MALERS Board of Directors authorizing this transaction;
(iii) certificates from the Delaware Secretary of State dated at or about the Closing Date that MALERS is in good standing under the laws of said State; and
(iv) all other items, the delivery of which is a condition precedent to the obligations of DOT VN, as set forth in Section 4 hereof.
Documents at Closing and the Closing