Actions at the Closing Sample Clauses
Actions at the Closing. At the Closing:
(i) the Seller shall execute and deliver the Xxxx of Sale in the form attached hereto as Exhibit A;
(ii) the Seller shall execute and deliver the Trademark Assignment in the form attached hereto as Exhibit B;
(iii) the Seller shall execute and deliver a Copyright Assignment in the form attached hereto as Exhibit C;
(iv) the Seller shall execute and deliver a Patent Assignment in the form attached hereto as Exhibit D;
(v) the Seller shall execute and deliver a Subordination Agreement in such form as may be reasonably satisfactory to the Buyer’s lender;
(vi) the Seller and the Buyer shall execute and deliver such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of good and valid ownership of the Acquired Assets;
(vii) the Seller and the Buyer shall execute and deliver the Assignment and Assumption Agreement in the form attached hereto as Exhibit E;
(viii) the Buyer and the Seller shall execute and deliver such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;
(ix) the Seller shall deliver to the Buyer all the Books and Records relating to the Acquired Assets or the Business;
(x) the Buyer shall pay to the Seller the Purchase Price (subject to adjustment pursuant to Section 1.3(b) hereof) as follows:
(1) payment of Two Million Seven Hundred Fifty Thousand US Dollars (US$2,750,000) in immediately available funds by wire transfer into an account designated by the Seller; and (2) execution and delivery of the Note in the form attached hereto as Exhibit F;
(xi) the Seller shall deliver to the Buyer, or otherwise put the Buyer in possession and control of, (A) all of the Acquired Assets of a tangible nature free and clear of all Security Interests, except for Permitted Liens; and (B) the original execution copies, if available or required by applicable Laws, or copies of all of the Acquired Assets that are embodied in writing;
(xii) the Seller shall deliver (or cause to be delivered) to the Buyer the following certificates, instruments and documents:
(A) all of the Third Party Consents listed on Schedule 1.5(b)(xii)(A) (the “Required Consents”), which shall be in writing and in a form reasonably satisfactory to Buyer;
(B) releases of all Security Interests on the Acquired Assets except for Permitted Liens;
(C) a certificate dated as of a date not earlier than seven (7) days ...
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 ...
Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):
Actions at the Closing. At the Closing:
(a) the Shareholders shall deliver to Purchaser:
(i) the various certificates, instruments and documents referred to in Section 7.3 below;
(ii) Share certificates (“Certificates”) representing the Company Shares duly endorsed to Purchaser;
(iii) The Company’s share register, setting forth Purchaser as the owner of the Company Shares;
(iv) A certificate by the Shareholders’ Representative and the Company’s Chief Executive Officer, in form and substance satisfactory to Purchaser, certifying that the Shareholders and/or the Company have satisfied each of the conditions set forth in Section 7.3 below, as applicable; and
(v) Certificates evidencing all outstanding Company Options not exercised prior to the Closing, to be cancelled at Closing.
(b) Purchaser shall deliver to the Shareholders:
(i) the various certificates, instruments and documents referred to in Section 7.2 below;
(ii) by check or wire transfer, payable in U.S. Dollars, to an account of White & Case Advokat AB, the amount of cash equal to the Closing Cash Payment, less the Indemnification Escrow Consideration, as set forth in Section 1.3(a)(i) and Schedule II hereto;
(c) Purchaser and the Transfer Agent shall execute and deliver the Share Reserve Agreement and Purchaser shall deliver to the Founders and Employees a copy of Purchaser’s irrevocable instruction to the Transfer Agent to issue and hold in book entry form in the names of the Founders and Employees and place into the Share Reserve the Founder Reserve Shares and Employee Reserve Shares pursuant to Section 1.5.
(d) Purchaser, the Shareholders’ Representative and the Escrow Agent shall execute and deliver the Escrow Agreement and Purchaser shall deliver to the Escrow Agent by check or wire transfer, payable in U.S. Dollars, an amount equal to the Indemnification Escrow Consideration pursuant to Section 1.5 and Article VIII.
(e) Subject to the Closing and what follows from the Employment Agreements (as defined in Section 7.3(h)) and mandatory employment laws, as applicable, each Shareholder hereby waives, on behalf of itself and any person affiliated to it, in favor of Purchaser and the Company, any claim for any fees, damages or other compensation in respect of services provided by such Shareholder or such affiliated person at any time prior to the Closing Date.
(f) The Shareholders shall procure that (i) the resignations referred to in Section 7.3(f) be delivered; and (ii) all existing instructions to banks shall be cancel...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) shall deliver to the Parent the certificate(s) representing his, her or its Company Shares (as defined below);
(e) the Parent shall deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5;
(f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of five individuals, (ii) the resignations of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, (iii) evidence of the appointment of five directors to serve immediately following the Closing Date, four of whom shall have been designated by the Company and one of whom shall have been designated by the Parent, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately following the Closing Date as shall have been designated by the Company; and
(g) the Parent, Xxxxxx X. Tower (the “Indemnification Representative”) and Gottbetter & Partners, LLP (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit B (the “Escrow Agreement”) and the Parent shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below;
(b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below;
(c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement;
(d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and
(e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.7 below.
Actions at the Closing. At the Closing, Seller shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Purchase Price to Seller, and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.1;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a);
(e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and
(f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.
Actions at the Closing. At the Closing, (i) the Sellers delivered to Buyer the various certificates, instruments, and documents referred to in Section 6.1 and (ii) Buyer completed the payments specified in Section 2.2.
Actions at the Closing. At the Closing, the parties shall take the following actions: