Actions on the Closing Date. Not later than 11:00 a.m., New York City time, on the Closing Date, each Investor will transmit to an account of the Company with a bank in New York City that is specified by the Company at least two Business Days before the Closing Date immediately available funds equal to the full amount of the purchase price for the Acquired Common Stock to be purchased by such Investor in accordance with Section 1.1 (the “Aggregate Purchase Price””). Upon receipt by the Company of confirmation that such funds have been received, the Company will instruct The Bank of New York Mellon Shareholder Services (or its successor), as transfer agent, to issue the Acquired Common Stock to the Investor in book entry form. The depositary that holds the Acquired Common Stock may be instructed to note on its records that the Acquired Common Stock (a) has been issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or transferred other than in a transaction that is registered under the Securities Act or is exempt from the registration requirements of the Securities Act (which notation will be withdrawn when resale of the Acquired Common Stock has been registered under the Securities Act as contemplated by Article 8), and (b) is subject to the sale restrictions contained in Article 7. On the Closing Date, the Company shall also deliver or cause to be delivered to each Investor (x) a receipt for the Aggregate Purchase Price paid by that Investor; and (y) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Actions on the Closing Date. 4.4.1 At the Closing Date the Parties shall take the following actions or cause such actions to be taken (together referred to as the “Closing”) in the order set out below:
(1) The Parties shall duly execute the Escrow Agreement I and II (as defined in section 3.8) (unless such agreements have already been executed prior to the Closing Date);
(2) Seller 1 and the Company shall enter into a transition services agreement (including IP services) substantially in the form set out in Exhibit 4.4.1 (2), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5);
(3) Seller 1 and the Company shall enter into a sublease agreement regarding the present Company location at D-22525 Hamburg, Schnackenburgallee 114 substantially in the form of the draft agreement (including the Annexes thereto with the exception of Annex 1.1) set out in Exhibit 4.4.1 (3), such agreement being subject to the condition precedent (steht unter der aufschiebenden Bedingung) that the Purchaser and the Shareholder Loans Purchaser have paid the Preliminary Purchase Price pursuant to sections 4.4.1 (4) and 4.4.1 (5);
(4) Purchaser shall pay the Preliminary Purchase Price (excluding the Shareholder Loans Remuneration) as set out in section 3.6.1 above;
(5) Shareholder Loans Purchaser shall pay the Shareholder Loans Remuneration as set out in section 3.6.2 above;
(6) As soon as the Preliminary Purchase Price has been received by Seller 1 and Seller 2, each Seller shall, without undue delay, issue written receipts to the Purchaser and the Shareholder Loans Purchaser;
(7) Sellers shall deliver to the Purchaser the original copies of waiver agreements between the Company and (i) Xxxxxxxx XX, Xxxxx, Xxxxxxxxxxx, with respect to the service & maintenance contract dated 10 October 2003 (as amended), and (ii) Merck & Co., Inc. Xxxxxxxxxx Xxxxxxx, XX, XXX, with respect to the equipment master agreement dated 15 June 2004 (as amended), in each case evidencing that each of Novartis AG, and Merck & Co., Inc. have waived any right to terminate or modify the aforementioned agreements as a consequence of the execution or consummation of this Agreement;
(8) Sellers shall deliver to the Purchaser satisfactory evidence that they have complied with the statutory requirements under section 325 HGB with respect to the fiscal year 2004;
(9...
Actions on the Closing Date. At the Closing, the Parties shall simultaneously take the following actions (“Closing Actions”):
8.6.1 Seller shall give evidence to Purchaser, in form and substance satisfactory to Purchaser, that the Domination and Profit and Loss Pooling Agreement has been effectively terminated in accordance with Section 14.2.1;
8.6.2 Seller shall give evidence to Purchaser, in form and substance satisfactory to Purchaser, that the managing directors of the Target Companies listed in Annex 8.6.2 have resigned or have been dismissed (abberufen);
8.6.3 Seller shall deliver to Purchaser a certificate, duly and validly signed by two officers of Seller Parent and in form and substance satisfactory to Purchaser, to the effect that (A) each of the representations made by Seller in Sections 9, 11.2.1 and 12.5.1 is true and correct in all respects as of the Closing Date as if made on and as of the Closing Date (except to the extent any specific representation speaks as of an earlier date, in which case such representation must have been true and correct in all respects as of such date) and (B) Seller Parent and Seller have duly performed or complied with in all respects their respective agreements, covenants and obligations required to be performed or complied with under the Agreement as of or prior to the Closing Date;
8.6.4 Seller shall deliver to Purchaser a certificate, duly and validly signed by two officers of Seller Parent and in form and substance satisfactory to Purchaser, to the effect that no Material Adverse Effect has occurred since the date of this Agreement;
8.6.5 Seller shall deliver to Purchaser certificates of each of Seller Parent and Seller, each duly and validly signed by two officers of Seller Parent or Seller, as applicable, and in form and substance satisfactory to Purchaser, acquitting, releasing and discharging each of the Target Companies’ officers, directors or employees from any and all Liabilities to Seller Parent, Seller or any of their Affiliates relating to or arising out of events or occurrences taking place prior to or as of the Closing Date;
8.6.6 Purchaser shall deliver to Seller a certificate, duly and validly signed by two officers of Purchaser and in form and substance satisfactory to Seller, to the effect that (A) each of the representations made by Purchaser in Section 12.1 is true and correct in all respects as of the Closing as if made on and as of the Closing Date (except to the extent any specific representation speaks as of an earl...
Actions on the Closing Date. On the Closing Date, the Parties shall take, or cause to be taken, the following actions, which shall be taken simultaneously (Zug um Zug):
(a) execution by Sellers and Purchaser of a share transfer agreement regarding the transfer of the Sold Shares with effect as of the Effective Date, substantially in the form as attached hereto as Exhibit 4.4 (a); delivery by Sellers of the share certificates representing the Sold Shares as set forth in paragraph 1 of the Recitals;
(b) payment by Purchaser of the amount referred to in Section 2.2, in accordance with Section 2.4;
(c) delivery by Purchaser of (i) evidence satisfactory to Sellers that all Sellers’ Guarantees have been replaced or (ii) a bank guarantee, in each case in accordance with Section 7.4;
(d) delivery by Sellers of the resignation letters, effective at or prior to the Closing Date, referred to in Section 7.5;
(e) execution by certain entities of the RÜTGERS Group and the Bakelite Group of the agreement set forth in Exhibit 4.4 (e) and of any documents required under such agreement to be executed on the Closing Date (unless such agreements or documents have already been executed and not modified thereafter and true and complete copies are delivered to Purchaser prior to the Closing); and
(f) release or retransfer of the land charge in accordance with Section 7.2 (c).
Actions on the Closing Date. On the Scheduled Closing Date, the Parties shall take, or cause to be taken, the actions set forth in this Section 4.4 (a) and (b) below (the “Closing Actions”) which shall be taken simultaneously (Zug um Zug); it being understood that, prior to Closing, Seller will transfer the Seller’s Shares to a blocked securities account (Sperrdepot) with X.X. Xxxxxx AG (JPM) in Germany and open a cash account with JPM. Purchaser will (re-)locate the Closing Purchase Price to a bank account established by a German bank or a German branch of a foreign bank to be specified no later than five Business Days prior to the Scheduled Closing Date and open a German securities account with the same bank. Each Party shall notify to the other Party the details of its cash and security accounts at the latest five Business Days prior to the Scheduled Closing Date. On the Scheduled Closing Date,
(a) Seller shall instruct JPM to transfer the Seller’s Shares to Purchaser’s German securities account against payment of the Closing Purchase Price and
(b) Purchaser shall instruct Purchaser’s bank to pay the Closing Purchase Price to the cash account of Seller with JPM against transfer of the Seller’s Shares, in each case by entering delivery versus payment (DvP) instructions in CASCADE, Clearstream Banking AG’s custody and settlement system. Purchaser’s payment shall be by irrevocable and, subject to the DvP instruction, unconditional wire transfer of immediately available funds (effective on the same day, free of any costs and charges other than those of Seller’s Bank).
4.4.1 Seller shall sign and deliver to Celesio a declaration of termination relating to the existing Management and Service Agreement dated January 28, 1997 between Celesio and Seller, as amended on November 9, 2006.
4.4.2 Purchaser and Seller shall sign the Closing Memorandum in accordance with Section 4.5.
Actions on the Closing Date. On the Closing Date, the following actions shall take place in the order set forth below.
(i) The Parties shall execute a public deed concerning this Purchase and Sale Agreement as well as a public deed concerning the assignment of the Additional Agreements before a Notary Public of Madrid, irrespective of the fact that the effects thereof shall have taken effect as from the Effective Date.
(ii) The Buyer shall pay the Seller, as set forth in Clause 5 hereunder.
Actions on the Closing Date. (a) The Parties agree that the following actions will be taken on the Closing Date:
(i) The Buyer shall give a wire instruction to his bank to disburse the Final Purchase Price, less the Chilean Tax Withholding, to the Seller's bank account indicated in Annex 2.4(a).
(ii) Verified by the Seller the availability of the resources in his account, the Seller shall immediately cause the Company, as the direct depositor of the Shares for Sale, to deliver to Deceval the transfer instruction signed by the Company and addressed to Deceval, instructing Deceval to register the Buyer as the owner of the Shares for Sale, free of any Lien.
(b) If, prior to Closing, any Party is notified of an order, decision, judgment or similar issued by a Governmental Authority preventing Closing, and if by that xxxx Xxxxxx has already received payment of the Final Purchase Price without completing the registration of the Shares for Sale in favor of the Buyer, Seller shall immediately and in any event not later than the Business Day following receipt of payment and in any case before 1:00 p.m. Colombia time, return to Buyer the amount deposited in Seller's account to the account of origin of the transfer made by Buyer in Schedule 2.6(b).
Actions on the Closing Date. On the Closing Date, immediately following the signing of this Agreement, the Parties shall take, or cause to be taken, the actions set forth below, which shall be taken simultaneously (Zug um Zug). Each Seller shall provide, effect, execute and deliver, or cause to be provided, effected and delivered:
4.2.1 the application to the commercial register which is duly signed in notarial form as required by § 12 HGB by all Sellers, to file the changes of ownership of the Sold Interests and the extinction (Erlöschen) of the Company with the commercial register; all as attached in draft form as Exhibit 4.2.1;
4.2.2 the Company shall sign and deliver the Mortgage Application to the notary handling the registration in the commercial and land registers and instruct the notary to file the Mortgage Application as set forth in Clause 2.7;
4.2.3 a general release, discharge and indemnity, as attached in draft form as Exhibit 4.2.3, on behalf of themselves, for the benefit of Purchaser from any and all liabilities to such Sellers or any other member of the Sellers’ Group, including any and all claims or causes of action, actual or contingent, whether known or unknown, that any Seller has against the Company, regardless of the legal cause of such claims or causes of action (the “Discharge”). The Discharge shall also include any and all loans and other indebtedness of the Company to the Sellers or any of them, if any, in particular to the loans given by Sellers 1 and 4;
4.2.4 all books and records of the Company with the exception of the accounting documents for the business years 2003 to 2013 which shall remain with the Sellers to be available for future field audits (Betriebsprüfungen), all means of access to the Hotel and the Real Estate (e.g., key cards, keys, etc.) as well as immediate physical possession (unmittelbare Besitzverschaffung) of the Hotel and the Real Estate and all assets located thereon and sold pursuant to this Agreement so as to ensure the smooth and continuous operation of the Hotel;
4.2.5 immediately after the Closing, the Parties shall jointly conduct an inventory taking of the Hotel relating to (i) food and beverages and (ii) consumables (e.g., cleaning materials, toilet paper, tissues, soaps, vanity items, etc.); for the avoidance of doubt, the results of such inventory taking shall not lead to an (upward or downward) adjustment of the Purchase Price;
4.2.6 Purchaser shall effect on the Closing Date payment to the Sellers’ Account of the Prelimin...
Actions on the Closing Date. Other than any action undertaken by or at the direction of Buyer, no Taxpayer shall take any action on the Closing Date outside the ordinary course of business that would reasonably be expected to increase the present or future Tax liability or decrease any present or future tax asset of Buyer or any of its Affiliates with respect to a taxable period that ends after the Closing.
Actions on the Closing Date. On the Closing Date, Hxxxx UNEV shall cause the Hxxxx UNEV Interests to be transferred to HEP-Operating free and clear of all liens, claims, encumbrances and security interests of any nature whatsoever against delivery of the Option Purchase Price in immediately available funds.
