Actions and Deliveries at Closing Sample Clauses

Actions and Deliveries at Closing. A certificate of merger in the form attached hereto as Exhibit C (the “Certificate of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the DGCL on the Closing Date. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State, or at such other time as is permissible in accordance with the DGCL and as FPM and FPI shall agree should be specified in the Certificate of Merger. In addition, at the Closing: 2.3.1 FPI will deliver to FPM: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on FPI’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.7, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on FPI’s behalf. 2.3.2 FPM will deliver to FPI: (a) An officers’ certificate, substantially in the form of Exhibit F, duly executed on FPM and MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit G, duly executed on each of FPM’s and MergerCo’s behalf.

Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate of Merger (or like instrument) with the Secretary of State of Delaware (the “Merger Certificate”), in accordance with the DGCL. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the DGCL is referred to as the “Effective Time.” In addition, at the Closing, (a) The Company will deliver to Parent: (i) A Secretary’s certificate, in form and substance reasonably satisfactory to Parent, duly executed on the Company’s behalf. (ii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by the appropriate parties thereto. (iii) The written resignation and release, effective as of the Closing, of each of the Acquired Entity’s directors and officers. (iv) The Subordination Agreement and all other documents requested by the Senior Lenders duly executed by each Seller receiving a Note Participation. (v) All consents set forth on Schedule 1.3(a)(v). (vi) An opinion of counsel in form and substance reasonably satisfactory to Parent. (b) Parent will deliver to the Stockholders’ Representative: (i) A Secretary’s certificate, in form and substance reasonably satisfactory to Stockholders’ Representative, duly executed on Parent’s behalf. (ii) The Employment Agreements, the Non-Solicitation Agreements, the Xxxx Non-Competition Agreement and the Xxxxx Non-Competition Agreement, duly executed by Parent. (iii) The Promissory Note, duly executed by Parent. (iv) The Subordination Agreement, duly executed by Parent.

Actions and Deliveries at Closing. In addition to any other action to be taken and any other instrument to be executed and/or delivered pursuant to this Agreement, on or before the Closing Date: (a) the Parties shall: (i) accomplish all the formalities for the transfer of the Quota from the Seller to the Purchaser by entering into the Notarial Deed before the Notary Public, it being understood that such Notarial Deed shall not novate in any manner whatsoever the provisions of this Agreement; (ii) subject to the terms of this Agreement, sign and deliver, or shall cause to be signed and delivered, all such documents and instruments, and shall take all such actions as may be necessary or advisable to complete and perfect the Closing and to effect the transactions contemplated in this Agreement; (b) the Purchaser shall: (i) pay to the Seller the second instalment of the Purchase Price, pursuant to Article 4 above; (ii) hold a shareholders’ meeting of the Company: (1) acknowledging the resignation of the directors and the statutory auditor from their office with effect from the Closing Date, and ratify all actions carried out by such directors and statutory auditor (pursuant to Annex 6.2(b)(ii)), and approve the appointment with effect on the Closing Date of the new directors and statutory auditor (if required by Applicable Law) of the Company; and (2) changing the name of the Company into “Xxxxxx Service S.r.l.”; (iii) the Purchaser shall pay or cause to be paid to the appropriate entities or Persons and in the appropriate manner, any registration Tax on the transfer of the Quota and the execution of the Notarial Deed; (c) the Seller shall cause, also pursuant to article 1381 of the Civil Code, all the directors and the statutory auditor of the Company to resign from their office — waiving any claim against the Company in respect of the termination of their office (without prejudice to the right to compensation pro rata temporis matured and not yet paid up to the Closing Date) — with effect from the Closing Date, by executing the resignation letters in a form substantially corresponding to Annex 6.2(c) hereto and deliver to the Purchaser such resignation letters; (d) as a condition precedent to the Closing, the Parties shall cause the Company and Evoqua Water Technologies Ltd. to enter into a distribution agreement for membrane — MBR, with a content agreed in good faith between the Parties (the “Distribution Agreement”).

Actions and Deliveries at Closing. Articles of Merger in the form attached hereto as Exhibit C-1 (the “CA Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of California in accordance with the CGCL on the Closing Date. Articles of Merger in the form attached hereto as Exhibit C-2 (the “FL Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of Florida in accordance with the FBCA on the Closing Date. The Merger shall become effective upon the filing of the CA Articles of Merger with the Secretary of State of the State of California and the filing of the FL Articles of Merger with the Secretary of State of the State of Florida, or at such other time as is permissible in accordance with each of the CGCL and the FBCA and as W270 and Saleen shall agree should be specified in the CA Articles of Merger and the FL Articles of Merger. In addition, at the Closing: 2.3.1 The Saleen Parties will deliver to W270: (a) An officers’ certificate, substantially in the form of Exhibit D, duly executed on each of SMS’, Saleen Automotive’s and Saleen’s behalf, as to whether each condition specified in Sections 7.2.1 through 7.2.10, has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on each of SMS’ and Saleen Automotive’s behalf. (c) A legal opinion of counsel to the Saleen Parties, substantially in the form of Exhibit F hereto. 2.3.2 W270 will deliver to the Saleen Parties: (a) An officers’ certificate, substantially in the form of Exhibit G, duly executed on each of W270’s, CA MergerCo’s and FL MergerCo’s behalf, as to whether each condition specified in Sections 7.3.1 through 7.3.6 and 7.3.9 has been satisfied in all respects. (b) A Secretary’s certificate, substantially in the form of Exhibit H, duly executed on each of W270’s, CA MergerCo’s and FL MergerCo’s behalf.

Actions and Deliveries at Closing. The articles of merger in the form attached hereto as Exhibit B (the “Articles of Merger”) shall be duly prepared and executed, and shall be filed with the Secretary of State of the State of South Carolina (the “Secretary of State”) in accordance with Title 33 of the South Carolina Code of Laws on the Closing Date. The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State, or at such other time as is permissible in accordance with Title 33 of the South Carolina Code of Laws and as Artemis and Sharewell shall agree should be specified in the Articles of Merger.

Actions and Deliveries at Closing. At the Closing (or at such other time specified below), on the terms and subject to the conditions set forth in this Agreement, each of ADA-ES and the ECP Parties, as applicable, shall make the following deliveries and take or cause to be taken the following actions (the “Closing Actions and Deliveries”):

Actions and Deliveries at Closing. (a) Purchaser covenants and agrees that, at or prior to the Signing Date, Purchaser shall have deposited with the Paying Agent all funds required to pay the Total Merger Consideration in full to all holders of Company Common Stock and Convertible Securities issued and outstanding at the Effective Time (other than Company Shares or Convertible Securities owned by Purchaser Companies). (b) Purchaser covenants and agrees that, at or prior to the Effective Time, Purchaser shall cause each of the following to occur: (i) Purchaser shall have provided the Company with funds to repay in full the Company's credit facility with Bank of America. (ii) Purchaser shall have provided the Company with funds to pay in full all Company Change in Control Payments to the Key Officers who are entitled to receive them at the Effective Time. (iii) Purchaser shall have provided the Company with funds to repay in full the Seller Notes (to the extent repayment thereof is accelerated or required as a result of the transactions contemplated herein or in the Securities Purchase Agreements). (iv) Purchaser shall have used commercially reasonable efforts to negotiate with each of the individuals listed on Exhibit D hereto as to mutually agreeable terms and conditions for each such individual's post-merger employment with the Company or engagement as a consultant by the Company, all as more particularly described on Exhibit D (the "TRANSITION AGREEMENTS").

Actions and Deliveries at Closing. Subject to the terms and conditions as stated otherwise in this Agreement, the CompanyVenus shall deliver, or cause to be delivered, to the Designated Party, or make available for collection by the Designated Party or its authorised representatives all of the necessary Assigned Assets, title to which is transferable by delivery, and all documents of title or other data, information and records establishing title to the Assigned Assets on the Closing Date or such other time as the Parties shall otherwise agree, including without limitation the items as stated below: This Agreement, along with other legal documentations as may be necessary to fulfil the purpose of this Agreement, duly signed and executed by the CompanyVenus or its Affiliates (if appropriate); Certified copies of Board Resolution of the Company or its Affiliates (if appropriate) approving the transaction of Asset assignment as contemplated in this Agreement; A duly executed checklist of the transferable Assets to the Designated Party at the Closing; Any and all certificates and other instruments of transfer, with full warranty of title, as may be necessary or desirable to transfer all of Venus or its Affiliates’ right, title and interest in and to all of the transferred Assets to CMS, free of all Encumbrance; Any documentations, data and records pertaining to the Intellectual Property or pending application for the Intellectual Property in or for the Territory; The copies of applicable Regulatory Approvals (in a form as may be deemed appropriate by CMS), along with relevant documentations, data and records available at the Closing; Territory-Related Information available at the Closing Both Parties agree and acknowledge that it shall be of paramount importance and mutual interest to obtain the China IDL of the Products as soon as practically in a bid to initiate or facilitate the Commercialization of the Products in the Territory. Based on the foregoing premises, both Parties further agree and acknowledge that the China IDL of the Products shall be in the first instance applied and obtained in the name of Venus or its appointee, unless otherwise proposed by CMS. Venus shall or shall cause its appointees to use all commercially viable manners to secure the China IDL of the Products and once approved, hold the tangible certificate as well as the intangible title, right and interest in or to such China IDLs on Trust for the benefit of CMS. At the request of CMS or its Designated Party, Venus sha...

Actions and Deliveries at Closing. At or prior to the Closing (a) The AT&T Partner and the Cirrus Partner will take all of the actions required by them as partners in the Partnership in order for the Partnership to perform the actions required on its part by this Article VII and will cause their nominees to the Board of Governors to vote for the approval of such actions of the Partnership; (b) the AT&T Partner and the Cirrus Partner will make the initial capital contributions to the Partnership as set forth in the GP Agreement; (c) AT&T and the AT&T Partner will deliver to Cirrus and the Cirrus Partner the certificates and documents contemplated by Section 7.02 and 7.05 hereof; (d) Cirrus and the Cirrus Partner will deliver to AT&T and the AT&T Partner the certificates and documents contemplated by Section 7.03 and 7.05 hereof; (e) the Partnership, AT&T, Cirrus, the AT&T Partner, the Cirrus Partner and the other parties to the Material Agreements will execute and deliver original counterparts of the Material Agreements; and (f) the parties hereto will execute and deliver such other documents, instruments, certificates or other items as a party will reasonably request to be delivered at the Closing in connection with the transactions contemplated herein.

Actions and Deliveries at Closing. On the Closing Date, the Parties will cause the Merger to be consummated by filing a Certificate of Merger with the Secretary of State of Texas and, if necessary, with TDI and AID, substantially in the form of Exhibit B (the “ Merger Certificate ”), in accordance with the applicable Corporate Law. The date and time the Merger becomes effective as specified in the Merger Certificate or as otherwise provided in accordance with the applicable Corporate Law is referred to as the “ Effective Time .” In addition, at the Closing, (a) The Insurance Company will deliver to APSG Parent: (i) A closing certificate certified by the secretary and chairman of the Insurance Company, substantially in the form of Exhibit C, duly executed on behalf of the Insurance Company, as to whether each condition specified in Sections 6.1(a)–(d) has been satisfied in all respects. (b) APSG Parent will deliver to the Insurance Company: (i) An Officers’ certificate, substantially in the form of Exhibit D, duly executed on behalf of the APSG Parties, as to whether each condition specified in Sections 6.2(a)–(c) has been satisfied in all respects. (ii) A Secretary’s certificate, substantially in the form of Exhibit E, duly executed on on behalf of the APSG Parties.