Action at Closing Sample Clauses

Action at Closing. The following shall occur at the Closing: 5.2.1 Binding definitive transaction agreements and documentation receipt of all necessary regulatory and authority approvals in relation to transaction, including such documents required for the amendment of the applications and filings relating to the Patent with all relevant patent offices in any applicable jurisdiction to reflect the assignment of the Intellectual Property to ADB International Group, Inc.
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Action at Closing. At the Closing, the Transferee and the Transferors shall take such actions and execute and deliver such documents, instruments, certificates and opinions as are provided for in this Agreement.
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Action at Closing. At the Closing, the following matters shall be completed: (a) Purchased Assets - the Seller shall: (i) execute and deliver to the Buyer the Transfer Notice, and deliver to the Buyer possession of the Purchased Assets; (ii) deliver to the Buyer the documentation and certificates which the Seller is required to deliver pursuant to Section 2.03; (iii) deliver to the Buyer the Approval and Vesting Order, and the Buyer shall promptly thereafter register the Approval and Vesting Order on title to the Lands; and (iv) deliver to the Buyer all instruments of conveyance, assignments, and other documents reasonably necessary to effectively convey, assign and transfer the Purchased Assets to the Buyer.
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Action at Closing. In addition to any other action to be taken and ----------------- any other instrument required to be executed and/or delivered pursuant to this Agreement, at the Closing: (a) the Sellers shall deliver or cause to be delivered: (i) to the Company, the certificates representing ownership (directly or indirectly) of the Principal Subsidiaries Shares duly endorsed for transfer or with duly executed stock transfer forms attached, in each case, in a form sufficient to effect the transfer of the Principal Subsidiaries Shares to the Company, together with the original share certificates (if and to the extent ownership of such Shares is evidenced by certificates or similar instruments) representing the issued and outstanding shares of the Subsidiaries other than the Principal Subsidiaries; (ii) to the Buyer, copies of the resignations of those directors and officers of the Subsidiaries which shall be designated by the Buyer no later than five (5) Business Days before the Closing, each original resignation having been duly delivered to the relevant Subsidiary; (iii) to the Buyer, an opinion of counsel for the Sellers addressed to the Buyer with respect to the matters set out in Exhibit 3.2(a)(iii) to this Agreement and made a part hereof; (iv) to the Buyer, a certificate executed on behalf of the Sellers in substantially the form set out in Exhibit 3.2(a)(iv) to this Agreement and made a part hereof; (v) to the Buyer, certified resolutions of the Sellers and the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (vi) to the Buyer, evidence of the corporate organization and existence and, to the extent ordinarily available in the jurisdiction of incorporation, good standing of the Sellers and the Principal Subsidiaries under the laws of their respective jurisdictions of incorporation, in each case in form reasonably satisfactory to Buyer; (vii) to the Company, a license agreement to use the trade name "Derby" in connection with the Business on substantially the terms and conditions set forth in Exhibit 3.2(a)(vii) attached hereto and made a part hereof; and (viii) such other documents relating to the transactions contemplated by this Agreement as Buyer or its counsel may reasonably request within a reasonable time prior to the Closing; (b) the Buyer shall: (i) pay to the Company the Price for the Buyer Shares in immediately available funds by transfer in United States dollars to the accounts of the...
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Action at Closing. At the Closing, the Seller shall deliver to Purchaser: • a written directive signed by Seller to Globaco to release to Purchaser the share certificate representing all the Shares identified in article 2.1 of this Agreement; • stock transfer forms duly executed by Seller transferring the Shares identified in article 2.1 of this Agreement to the Purchaser; and • a copy of the agreement between the Seller and the Company in the form set out as Exhibit 3.2 hereto, duly executed by the Seller Upon the Seller’s presentation of said documents, Purchaser shall • give the necessary instructions for the wire transfer of an amount of USD 350,000 being the total purchase price for all the Shares sold by the Seller to such bank account(s) as will be notified by the latter to Purchaser no later than 2 working days before Closing. Upon confirmation by the bank designated by the respective Seller that the funds have been credited to the designated accounts, the Parties shall exchange all documents listed above.
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Action at Closing. 1. At the Closing and as of the Closing Date, the Seller will deliver to the Buyer the written resignations of all the directors and officers of the Companies effective as of the Closing, and all minute books, stock record books and all corporate seals of the Companies and shall cause to be made immediately available to the Buyer all books of account, leases, contracts, agreements, securities, customer lists, personnel records, files and other documents, instruments and papers belonging to the Companies. 2. At the Closing, the Seller shall deliver, free and clear of all liens, encumbrances, restrictions, claims and other charges thereon of every kind, the certificates evidencing the shares of Capital Stock to be sold by the Seller in negotiable form, duly endorsed in blank, or with separate stock transfer powers attached thereto and signed in blank, with signature guarantees by United States commercial banks or trust companies having assets in excess of One Billion Dollars ($1,000,000,000), upon delivery by the Buyer to the Seller of the Initial Payment. The shares of Capital Stock to be delivered by the Seller at the Closing shall constitute all of the issued and outstanding shares of Capital Stock of ATC and International. 3. At the Closing, the parties shall exchange and deliver the certificates and other evidence as to the accuracy of the representations and warranties contained herein as of the date hereof and as of the Closing Date and compliance with the covenants and agreements contained herein which are required to be delivered by such party as herein provided. 4. At the Closing, all other documents, instruments and writings required to be delivered by a party at or prior to the Closing Date pursuant to this Agreement will be delivered to the party entitled thereto. III.
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Action at Closing. At the Closing the following events shall take place: (a) the Seller shall execute and shall procure that the Company executes (and in the case of the Software Sharing Agreements shall procure the Sispro and Oracle execute) the following documents: (i) the Supply Agreement; (ii) the Art Coated Supply Agreement; (iii) the Transitional Services Agreement; (iv) the Software Sharing Agreement; and (b) The Buyer or its authorized agent shall deliver to the Seller or to Contab the confirmation of the wire transfer of funds in the amount of the Purchase Price to the accounts of Seller or Contab at Banco Chase Manhattan S.A., Sao Paulo, Brazil, Account No. 001-0-000000 xxxh Chase Manhattan Bank N.A., New York in favor of Souzx Xxxx X/X, whichever is relevant. (c) At the Closing, the Seller and / or Contab as the case may be shall deliver to the Buyer the Book of Transfer of Registered Shares and the Book of Register of Nominative Shares of the Company with the respective entries assigning and transferring the Sale Shares to the Buyer or to the Purchasing Subsidiary;
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Action at Closing. All requirements with respect to Closing shall be considered as having taken place simultaneously, and no delivery shall be considered as having been made until all deliveries and closing transactions have been accomplished.
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Action at Closing 
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Related to Action at Closing

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Funds at Closing Buyer and Seller agree that before the recording can take place, funds provided shall be in one (1) of the following forms: cash, interbank electronic transfer, money order, certified check or cashier’s check drawn on a financial institution located in the State, or any above combination that permits the Seller to convert the deposit to cash no later than the next business day.

  • Cash at Closing At Closing, Purchaser shall pay to Seller, by wire transferred current federal funds, an amount equal to the Purchase Price, minus the sum of the Xxxxxxx Money which Seller receives at Closing from the Escrowee, and plus or minus, as the case may require, the closing prorations and adjustments to be made pursuant to Section 4(C) below.

  • Deliveries at Closing Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative: (a) the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D; (b) the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby; (c) a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2; (d) a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to: (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (e) instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents; (f) the Escrow Agreement; and (g) the Transition Services Agreement.

  • Delivery at Closing At the Closing, the Company will deliver to the Purchaser a stock certificate registered in the Purchaser’s name, representing the number of Shares to be purchased by Purchaser hereunder, against payment of the purchase price therefore as indicated above.

  • Deliveries at the Closing At the Closing: ------------------------- (a) Seller and/or Parent shall deliver or cause to be delivered to Buyer the following: (i) a good and sufficient xxxx of sale for the Assets, selling, delivering, transferring and assigning to Buyer all of Seller's and Affiliate's right, title and interest in and to the Assets, free and clear of any and all Liens other than Permitted Liens, in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale"), together with such assignments and --------- ------------ other documentation reasonably requested by, and in form and substance reasonably satisfactory to, Buyer to validly vest Buyer with all of Seller's and Affiliate's right, title and interest in or to the Assets, free and clear of all Liens other than Permitted Liens; (ii) consents, in substantially the form attached hereto as Exhibit B-1, to the assignment of the contracts listed on Schedules 2.30 and ----------- -------------- 2.31 of the Seller Disclosure Schedule; ---- (iii) copies, certified by an authorized officer of Seller, of minutes or resolutions of the board of directors and Parent, as sole stockholder, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (iv) copies, certified by an authorized officer of Parent, of minutes or resolutions of the board of directors, which shall not have been rescinded or modified, unconditionally authorizing the execution of this Agreement and the performance of the transactions contemplated hereby; (v) the Escrow Agreement, in substantially the form attached hereto as Exhibit D (the "Escrow Agreement"), executed by each of --------- ---------------- Seller and Parent; (vi) documents in form and substance reasonably satisfactory to Buyer and its counsel evidencing that the approvals and consents specified in Sections 6.1(c) and 6.3(c) hereof have been obtained and are in full force and effect; and (vii) all other documents and instruments required hereunder to be delivered by Seller to Buyer at the Closing; (b) Buyer shall deliver or cause to be delivered to Seller the following: (i) an instrument of assumption of liabilities, in substantially the form attached hereto as Exhibit C, by which Buyer shall assume --------- the Assumed Liabilities as of the Closing, together with such other documentation reasonably requested by Seller to cause Buyer to assume the Assumed Liabilities; (ii) the Escrow Agreement executed by Buyer; and (iii) all other documents and instruments required hereunder to be delivered by Buyer to Seller at the Closing; (c) Buyer shall deposit the Escrow Amount with the Escrow Agent in accordance with Article VIII and the Escrow Agreement. ------------

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Escrow Closing Buyer and Seller acknowledge and understand that the closing of the sale may be handled by an escrow agent and that the listing broker is authorized to transfer the xxxxxxx money or any other funds received to the escrow agent. After the transfer, Broker shall have no further responsibility or liability to Buyer or Seller to account for the funds. Escrow agent’s charges shall be equally divided between Buyer and Seller.

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