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.
Actions at Closing. At Closing, Buyer and Seller shall take the following actions, in addition to such other actions as may otherwise be required under this Agreement:
Actions at Closing. At the Closing, the following actions will take place:
(a) Buyer will pay to Seller the Purchase Price as described in Section 1.2 of this Agreement by delivery of (i) the appropriate cash or cash equivalent, (ii) stock certificates evidencing the Initial Stock Payment, and (iii) the Note.
(b) Seller will tender to the Company certificates and any other documents evidencing 100% of Seller’s ownership in ATI.
(c) ATI will deliver to Buyer copies of necessary resolutions of the Board of Directors of ATI authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for ATI’s execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of ATI as being valid and in full force and effect.
(d) Buyer will deliver to Seller 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.
(e) Each of ATI and the Company will 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.
(f) Each party to the Employment Agreement shall have executed and delivered to the other parties the Employment Agreement.
(g) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and affect the sale, assignment, transfer and delivery of the ATI Stock to the Buyer.
Actions at Closing. (a) At the Closing, Inotek shall deliver to Davix:
(i) certified copies of the Certificate of Incorporation and Bylaws of Inotek;
(ii) a certificate signed by the Chairman of the Board of Directors and President of Inotek stating that (A) each of the representations and warranties contained in Article II is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.01 have been satisfied or waived as provided therein;
(iii) a certified copy of resolutions of the Board of Directors of Inotek and of the stockholders of Inotek, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby;
(iv) the complete minute book of Inotek and access to complete stock transfer records reflecting transfers of Inotek Common prior to the Effective Time; and
(v) a certificate of Inotek's transfer agent, in form and substance reasonably satisfactory to Davix, xxflecting the capitalization of Inotek as of the day preceding the Closing Date.
(b) At the Closing, Davix xxxll deliver to Inotek:
(i) a certificate signed by the President of Davix xxxting that (A) each of the representations and warranties contained in Article III is true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at the Closing, and (B) all of the conditions set forth in Section 6.02 have been satisfied or waived as provided therein;
(ii) a certified copy of resolutions of the Board of Directors of Davix xxx Newco and of the stockholder of Newco, establishing the requisite approvals under applicable Corporate Law of this Agreement, the Merger and the other transactions contemplated hereby; and
(iii) evidence reasonably satisfactory to Inotek that Davix xxx deposited into an escrow account the sum of $257,000.00 pursuant to the terms of an Escrow Agreement of even date herewith by and among Davix, Inotek and the Principal Stockholders (the "Escrow Agreement").
Actions at Closing. At the Closing, sale, transfer, assignment, conveyance, delivery, license or sublicense of the Assets to Buyer will be effected by Seller pursuant to such good and sufficient instruments of conveyance, transfer and assignment as shall be necessary to transfer to Buyer good and valid title to the Assets.
Actions at Closing. (a) At the Closing, St. Jxxxxx shall deliver to Old National:
(i) a certified copy of the Certificate of Incorporation and Bylaws of St. Jxxxxx;
(ii) a certified copy of the Articles of Incorporation and Bylaws of St. Jxxxxx Bank;
(iii) a certificate or certificates signed by the Chief Executive Officer of St. Jxxxxx stating, to the best of his knowledge and belief, after due inquiry, that, as to St. Jxxxxx, the conditions set forth in Section 6.01(a) and Section 6.01(b) have been satisfied on and as of the Closing Date;
(iv) certified copies of the resolutions of St. Joseph’s board of directors and stockholders, approving and authorizing the execution of this Agreement, the Plan of Merger and the Certificate of Merger and authorizing the consummation of the Merger;
(v) a certificate of the Delaware Secretary of State, dated a recent date, stating that St. Jxxxxx validly exists and is in good standing under the DGCL;
(vi) a certificate of the Indiana Secretary of State, dated a recent date, stating that St. Jxxxxx Bank is duly organized and validly exists under the IFIA;
(vii) a certified list of the holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date;
(viii) certification of the Closing Book Value by Pxxxxx & Mxxxx, PLLC;
(ix) a certified list of those holders of St. Jxxxxx Common of record as of the close of business on the last business day immediately preceding the Closing Date who hold any Dissenting Shares and the number of Dissenting Shares held by each of them; and
(x) the legal opinion of counsel for St. Jxxxxx, substantially in the form and substance attached hereto as Exhibit 1.09(a)(ix).
(b) At the Closing, Old National shall deliver to St. Jxxxxx:
(i) a certificate signed by the Chief Executive Officer of Old National stating, to the best of his knowledge and belief, after due inquiry, that, as to Old National, the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied on and as of the Closing Date;
(ii) a certificate signed by the Chief Executive Officer of Merger Sub stating, to the best of his knowledge and belief, after due inquiry, that as to Merger Sub, the condition set forth in Section 6.02(b) has been satisfied on and as of the Closing Date;
(iii) a certified copy of the resolutions of Old National’s board of directors authorizing the execution of this Agreement and the consummation of the Merger;
(iv) a certified copy of the resolu...
Actions at Closing. (a) At the Closing, ACBP shall deliver to GABC:
(i) a certified copy of the articles of incorporation and bylaws of ACBP, as amended, and a certified copy of the articles of incorporation and bylaws of Bank of Evansville, as amended;
(ii) a certificate or certificates signed by the Chief Executive Officer of ACBP on behalf of ACBP stating, to the best of his knowledge and belief, after due inquiry, that (A) subject to the standard set forth in Section 1.10(c), the representations and warranties contained in Article II are true and correct in all material respects at the time of the Closing with the same force and effect as if such representations and warranties had been made at Closing (except that representations and warranties that by their terms speak only as of the date of this Agreement or some other date shall be true and correct in all material respects as of such date), and (B) ACBP and Bank of Evansville have performed and complied in all material respects, unless waived by GABC, with all of their obligations and agreements required to be performed hereunder prior to the Closing Date;
(iii) certified copies of all resolutions of ACBP’s Board of Directors and of its shareholders relating in any way to the Holding Company Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratification, adoption, or authorization by such Board of Directors and by such shareholders of this Agreement and the Holding Company Plan of Merger and authorizing the consummation of the Holding Company Merger and other transactions contemplated thereby, together with a certificate of the tellers or other official tabulating agent responsible for tabulating the votes cast for, against or abstain on each matter presented for action at each meeting of the holders of shares of ACBP Common (including each adjournment thereof) that certifies the numbers of shares cast for, against, or abstained with respect to each matter upon which a vote (other than a vote by voice vote) was taken and recorded;
(iv) a certified copy of all resolutions of the Board of Directors of Bank of Evansville and of its shareholder, relating in any way to the Bank Merger, this Agreement or the other transactions contemplated hereby, including but not limited to those resolutions that evidence (to the reasonable satisfaction of counsel for GABC) the approval, ratifi...
Actions at Closing. At the Closing, the parties shall deliver and accept the documents and instruments and take all other action required of them pursuant to this Agreement.
Actions at Closing. At the closing of the transactions contemplated by this Agreement (the "Closing") on the date thereof (the "Closing Date"), (i) the Acquired Fund will deliver to the Acquiring Fund the various certificates and documents referred to in Article 6 below, (ii) the Acquiring Fund will deliver to the Acquired Fund the various certificates and documents referred to in Article 5 below, (iii) the Acquired Fund will file with the State Department of Assessments and Taxation of Maryland (the "Department") articles of merger (the "Articles of Merger") and make all other filings or recordings required by Maryland law in connection with the Merger.
Actions at Closing. At the Closing:
(a) KCS shall cause KARA Sub to deliver to MM the Stock Purchase Price, including the KARA Sub Note, duly executed and in proper form to evidence the indebtedness of KCS Sub represented thereby and MM shall, and TMM shall cause MM to, deliver to KARA Sub the stock certificates for the GTFM Shares duly endorsed in favor of KARA Sub in proper form to transfer ownership to KARA Sub of such shares free and clear of any and all Encumbrances.
(b) MM shall, and TMM shall cause MM to, deliver to KARA Sub the KARA Sub Note, duly endorsed for transfer to KARA Sub free and clear of any and all Encumbrances, other than Encumbrances arising solely by operation of law, and KCS shall cause KARA Sub to issue and deliver to MM the KARA Sub Common Stock.
(c) KCS and KARA Sub shall file the Certificate of Merger with the Secretary of State of Delaware to effect the Merger.
(d) The Parties shall deliver and receive, respectively, the opinions of counsel referred to in Section 8.2(f) and 8.3(e) and the officers' certificates referred to in Section 8.2(c) and 8.3(c).
(e) KCS and Consultant shall execute and deliver the Consulting Agreement, which shall become effective on the first business day following the Closing Date.
(f) KCS and TMM shall execute and deliver the Marketing and Services Agreement. KCS, TMM and the other parties thereto shall execute and deliver the Stockholders' Agreement and the Registration Rights Agreement.
(g) TMM and KCS shall execute and deliver an agreement by which TMM assigns its rights, and KCS assumes TMM's obligations, to purchase TFM stock pursuant to the Put Agreement and indemnifying TMM from KCS's non-performance of such obligations, such agreement to be substantially in the form of Exhibit C hereto.
(h) To the extent in the possession of TMM or MM, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM all files and books of account, including business, financial and tax records, of GTFM, including, without limitation, minute books, stock record books, the Concession Agreement and supporting exhibits and records relating thereto and work papers. In addition, TMM and MM shall, and TMM shall cause MM to, deliver to GTFM or KCS such other documents, resolutions, appointments, powers of attorney and instruments of transfer necessary or appropriate to implement this Agreement and effect the transactions contemplated hereby and by the Ancillary Agreements, in each case as KCS may reasonably request and in form and substance r...
