Actions Taken at Closing. At the Closing, (a) the Company shall deliver to the Purchaser the various certificates, instruments and documents required to be delivered to the Purchaser by the Company and/or the Sellers as a condition precedent to the Purchaser's obligations hereunder pursuant to Article VII, (b) the Purchaser shall deliver to the Sellers' Representative the various certificates, instruments and documents required to be delivered to the Company and/or the Sellers by the Purchaser as a condition precedent to the Company's and each Seller's obligations hereunder pursuant to Article VIII and (c) the Company shall execute and file with the Register of International Business Companies of The Territory of British Virgin Islands the Articles of Merger and the Plan of Merger and with the Secretary of State of the State of Delaware the Certificate of Merger, and in any event such other instruments as may be required by either such authority.
Actions Taken at Closing. At the Closing, (a) the Corporation shall deliver to the Purchaser the various certificates, instruments, Contracts, consents and documents required to be delivered to the Purchaser by the Corporation and the Sellers as a condition precedent to the. Purchaser's obligations hereunder pursuant to Article VI; (b) the Purchaser shall deliver to the Corporation the various certificates, instruments, Contracts, consents and documents required to be delivered to the Corporation and the Sellers by the Purchaser as a condition precedent to the Corporation's obligations hereunder pursuant to Article VII; (c) the Corporation and Acquisition shall execute and file with the Secretary of State of the State of Florida the Articles of Merger and shall have the executed plan of merger attached thereto; and (d) the Purchaser shall deliver the Merger Consideration in accordance with Section 1.10.
Actions Taken at Closing. Buyer shall have taken all of the actions contemplated by Section 2.02(b) at the Closing and all actions required of Buyer under Section 2.02(c).
Actions Taken at Closing. Subject to the satisfaction or waiver on the Closing Date of the applicable conditions to Closing in Section 2(c) of this Agreement, at the Closing, the Company shall (i) file with the Secretary of State of the State of Georgia an Amendment to the Company’s articles of incorporation (the “Articles of Incorporation”) (including the Charter Amendment relating to the Series B Preferred Stock), effective at and as of the Closing Date and (ii) confirm to the Purchasers that the Company’s transfer agent has reflected the Purchasers’ purchase and ownership of the Shares in the Company’s stock ledger maintained by such transfer agent against payment by the Purchasers of the Purchase Price in good and immediately available funds.
Actions Taken at Closing. The following actions shall be taken at the Closing, and all such actions shall be deemed to have occurred concurrently with each other.
Actions Taken at Closing. On the Pricing Date, the parties shall take all actions necessary to effect the Acquisition (hereinafter referred to as the "CLOSING") provided that such actions shall not include those described in Sections 3.2 and 4.2 which shall only occur on the Consummation Date, but shall include the execution of all the agreements contemplated by this Agreement, including the Voting Trust Agreement and the Support Agreement as well as those actions described in Section 4.
1. The Closing shall take place at the offices of Lowexxxxxx, Xxndler, Kohl, Fishxx & Xoylxx, X.C., 65 Lxxxxxxxxx Xxxxxx, Roseland, New Jersey 07068. The date on which the Closing shall occur shall be referred to as the "CLOSING DATE".
Actions Taken at Closing. All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be in form and substance reasonably satisfactory to Buyer. All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be in form and substance reasonably satisfactory to Seller.
Actions Taken at Closing. Upon the Closing, Acquiror shall deliver the Cash Consideration to LFG by wire transfer.
Actions Taken at Closing. At the Closing, the following events shall occur, each event being deemed to have occurred simultaneously with the other events:
Actions Taken at Closing. (a) At the Closing, Gibralter will, in addition to the other requirements of this Agreement, be solely responsible for the following:
(i) delivering to the Company any and all bills of sale, assignments, consents and other documents or instruments of transfer or assignment as the Company shall reasonably request to vest in or to confirm in the Company good, valid, marketable and unencumbered title to the Option Assets and to otherwise effectuate the transactions contemplated by this Agreement; and
(ii) delivering to the Company certified copies of resolutions duly adopted by the board of directors and shareholders of Gibralter authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated hereby; and
(iii) the prompt and full payment and satisfaction of any and all sales taxes, use taxes, recording fees, title policy fees, patents and trademark assignment fees, and any and all other taxes and fees assessed on the Option Assets and on the transfer of the Option Assets arising by virtue of the sale of the Option Assets to the Company; and
(iv) delivering such other certificates, resolutions or other documents as may be reasonably requested by the Company to close the transaction contemplated herein.
(b) At the Closing, the Company will, in addition to the other requirements of this Agreement, deliver to Gibralter:
(i) The Purchase Price; and
(ii) Such other certificates, resolutions, or other documents as may be reasonably requested by Gibralter to close the transaction contemplated herein.
