Actions to be Taken at the Closing. The following actions shall be taken at the Closing, each of which shall be conditioned on completion of all the others and all of which shall be deemed to have taken place simultaneously:
Actions to be Taken at the Closing. At the Closing, the Parties will take the following actions and deliver the following documents:
(a) Seller will execute and deliver to Buyer a Xxxx of Sale substantially in the form attached hereto as Exhibit A (the “Xxxx of Sale”) and an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”) each duly executed by Seller, together with such other instruments of conveyance and evidence of the transfer of title to the Purchased Assets from Seller to Buyer including without limitation a Trademark Assignment to Seller substantially in the form attached hereto as Exhibit C (the “Trademark Assignment”), and a Domain Name Assignment to Buyer substantially in the form attached hereto as Exhibit D (the “Domain Name Assignment”);
(b) the Stockholders and the Seller shall deliver to the Buyer the various certificates, instruments and documents required to be delivered by the Company pursuant to Sections 5.1 and 5.2;
(c) the Buyer shall deliver to the Seller and the Stockholders the various certificates, instruments and documents required to be delivered by the Buyer and/or its subsidiaries pursuant to Sections 5.1 and 5.3;
(d) the Buyer shall pay to Xxxxxxxx the sum of Twelve Million Seven Hundred and Fifty Thousand ($12,750,000) Dollars by wire transfer of immediately available funds to a bank account designated by Xxxxxxxx;
(e) the Buyer shall pay to Xxxxxxx the sum of Thirteen Million Two Hundred and Fifty Thousand ($13,250,000) Dollars by wire transfer of immediately available funds to a bank account designated by Xxxxxxx;
(f) The Buyer and the Parent shall deliver to each of Xxxxxxxx and Xxxxxxx their respective Xxxxxxxx Purchase Price Note and Xxxxxxx Purchase Price Note in the forms of Exhibit E-1 and Exhibit E-2 annexed hereto and made a part hereof (collectively, the “Purchase Price Notes”);
(g) The Parent shall deliver to each of Xxxxxxxx and Xxxxxxx stock certificates evidencing 500,000 shares of DSH Common Stock and 300,000 shares of DSH Common Stock, issuable to Xxxxxxxx and Xxxxxxx, respectively, pursuant to Clause (C) of Section 1.5(a)(i) of this Agreement;
(h) Xxxxxxxx and the Buyer shall enter into a five-year employment agreement in substantially the form of Exhibit F annexed hereto and made a part hereof (the “Xxxxxxxx Employment Agreement”);
(i) Xxxxxxx shall enter into a five-year employment agreement with DSH and the Merger Subsidiary, in substantially the form of E...
Actions to be Taken at the Closing. The following actions shall be taken at the Closing:
Actions to be Taken at the Closing. (a) At the Closing, Jabil will execute and/or deliver or cause to be executed and/or delivered the following documents:
(1) Articles of Merger to be filed in respect of the Merger;
(2) officers' certificate as provided in Exhibit D;
(3) an opinion of HMS&C as provided in Exhibit E;
(4) the Escrow Agreement;
(5) the Registration Rights Agreement as provided in Exhibit F;
(6) the Jabil Affiliate Agreement as provided in Exhibit G; and
(7) such other documents as may be reasonably requested by GET.
(b) At the Closing, each of GET and Mr. Xxxx, xx appropriate, will deliver the following documents:
(1) certified resolutions of the Board of Directors and shareholders of GET authorizing the execution and delivery of this Agreement and each Related Agreement to which it is a party and the consummation of the Merger;
(2) a copy of the Constitution of GET (certified by an appropriate official as of a date within 30 days of the Closing Date) and a good standing certificate from the British Virgin Islands and each jurisdiction in which it is qualified to do business;
(3) a certificate of the Secretary or an Assistant Secretary of GET in such form and substance as Jabil may reasonably request attesting as to the incumbency of each officer of GET who executes this Agreement or a Related Agreement, bylaws, resolutions and such other matters as Jabil may reasonably request;
(4) the written resignations of the officers and directors of GET as requested by Jabil before the Closing Date, or documentation and indemnities in form and substance satisfactory to Jabil as to the removal, consistent with law, of any non-resigning officer or director;
(5) Articles of Merger to be filed in respect of the Merger;
(6) officers' certificate as provided in Exhibit H;
(7) opinions of counsel to GET in the forms to be mutually agreed to by the parties prior to the Closing;
(8) the Escrow Agreement;
(9) the Registration Rights Agreements; and
(10) such additional information and materials as Jabil may reasonably request.
(c) Each of GET and Jabil will cause certificates of merger to be filed in accordance with Section 2.2 above and will use commercially reasonable efforts to take any and all other lawful actions and do any and all other lawful things necessary to effect the Merger and to enable the Merger to become effective.
(d) On the date of this Agreement, Jabil and each of Mr. Xxxx xxx each affiliate of Mr. Xxxx xxxted on Schedule 4.2 hereof will execute and deliver a Voting Agreement ...
Actions to be Taken at the Closing. At or contemporaneously with the Closing, the Parties shall take or will have taken the following actions and shall deliver or shall have delivered the following documents:
(a) Seller shall execute and deliver to Buyer a Xxxx of Sale and Assignment Agreement substantially in the form attached hereto as Exhibit B (the "Xxxx of Sale"), together with such other instruments of conveyance and evidence of the transfer of title to the Purchased Assets from Seller.
(a) SDOI shall have caused to be delivered to Seller certificates representing the Shares, free and clear of all Encumbrances in exchange for the Purchased Assets of which have been valued at two hundred and fifty thousand dollars ($250,000).
(b) Xxxxxx Xxxxxxxx shall enter into Employment Agreements with SDOI, effective at Closing, on terms mutually satisfactory to SDOI and Xxxxxx. Xxxxxxxx. Among other things, such employment agreements shall provide for Xx. Xxxxxxxx to serve as the Chairman and CEO and President and Secretary of SDOI.
(c) Buyer and Seller shall each deliver to the other (to the extent applicable), all other Transaction Documents, including consents, releases, waivers and approvals (including, without limitation, resolutions and incumbency certificates of the directors and officers of each, and necessary minutes or resolutions of the stockholders of each) required for each party to enter into this Agreement and consummate the transactions described herein and referred to in Articles V and VI. All instruments of conveyance shall be free of all Encumbrances, except as otherwise set forth herein, and shall be in form and content reasonably acceptable to counsels for the Buyer and the Seller.
Actions to be Taken at the Closing. At the Closing, the following actions, among others, shall occur:
10.2.1. Pacific shall deliver to Xx. Xxxxxxx the Purchased Assets.
10.2.2. Pacific shall execute and deliver to Xx. Xxxxxxx the Xxxx of Sale, with warranties of merchantable title to the Purchased Assets, assigning, transferring and conveying the Purchased Assets to Xx. Xxxxxxx at time of Closing.
10.2.3. Xx. Xxxxxxx shall pay the Purchase Price as set forth in Section 1.3 above by execution and delivery to Pacific at Closing of the certificates representing the Xxxxxxx Common Stock and one or more Stock Assignments Separate from Certificate, each executed in such manner as to vest in Pacific, then and there, title to such shares such that Pacific can cancel the Xxxxxxx Common Stock.
Actions to be Taken at the Closing. At the Closing, the Parties will take the following actions and deliver the following documents:
(a) Seller will execute and deliver to Purchaser a Xxxx of Sale and Assignment Agreement in substantially the form attached hereto as Exhibit C, together with such other instruments of conveyance and evidence of the transfer of title to the Purchased Assets from Seller to Purchaser as Purchaser may reasonably request.
(b) Purchaser, or Purchasers agent, will deliver to Seller a certified check or bank draft representing the Purchase Funds.
(c) Purchaser shall issue to Seller a number of shares equal to 60% of its common equity
Actions to be Taken at the Closing. At the Closing:
(a) Sellers shall deliver to Purchaser a Xxxx of Sale and Assignment, Sale and Assumption Agreement providing for the transfer and assignment of the Purchased Assets to Purchaser, and Purchaser shall pay the Purchase Price to Sellers as contemplated by Section 2.5 and Purchaser shall pay to Sellers any amounts payable at Closing under Section 2.8; and
(b) the documents required to be delivered pursuant to Sections 10 and 11 of this Agreement shall be delivered.
Actions to be Taken at the Closing. At the Closing, the Parties will take the following actions and deliver the following documents:
(a) Seller will execute and deliver to Purchaser such instruments of conveyance and evidence of the transfer of title to the Equipment from Seller to Purchaser as Purchaser may reasonably request;
(b) Purchaser shall issue to Seller the Note in conformity with the terms and conditions set forth hrein; and,
(c) Purchaser and Seller will each deliver to the others (to the extent applicable), all consents and approvals (including, without limitation, resolutions and incumbency certificates of the directors and officers of each, and necessary minutes or resolutions of the stockholders of each) required for each party to enter into this Agreement and consummate the transactions described herein. All instruments of conveyance shall be free of all Encumbrances except for any liens securing the Assumed Obligations and shall be in form and content reasonably acceptable to counsel for the Purchaser and the Seller.
Actions to be Taken at the Closing. At the Closing, the following actions shall be deemed to have occurred simultaneously and shall be effective as of 8:00 a.m. pacific standard time on January 25, 1999:
(a) Except as otherwise indicated, at the Closing, Dura and Dura Bermuda (where applicable) shall deliver to DJ Pharma the following:
(i) an executed original of this Agreement;
(ii) an executed original of the Dura Supply Agreement;
(iii) executed originals of all investment documents related to that certain DJ Pharma, Inc. Stockholders Agreement by and among DJ Pharma, the Investors (as defined therein) and the Existing Stockholders (as defined therein), dated January 25, 1998 (collectively, the "Investment Documents");
(iv) payment by Dura for shares of DJ Pharma Series A Preferred Stock pursuant to the Purchase Agreement (as hereinafter defined) in the amount of $3,575,000;
(v) Termination Statements on Forms UCC-2 (California) and UCC-3 (Delaware) by Dura and Dura Bermuda in connection with Dura or Dura Bermuda's security interests in the Products pursuant to the DJ Pharma Security Agreements; and
(vi) such other documents as may be required or necessary to fully effectuate the transactions contemplated herein.
(b) At the Closing (except as otherwise indicated below), DJ Pharma shall deliver to Dura and to Dura Bermuda (where applicable) the following:
(i) an executed original of this Agreement;
(ii) an executed original of the Dura Supply Agreement;
(iii) an executed original of the $12,000,000 Subordinated Note (the "Rondec/CCA Subordinated Product Acquisition Note", and of the $8,000,000 Subordinated Note (the "Rondec/CCA Subordinated Product Acquisition Note", which together with the Keftab Subordinated Product Acquisition Note is collectively referred to herein as the "Subordinated Product Acquisition Notes"), both of which are attached hereto as Exhibit F and incorporated herein by this reference;
(iv) an executed original of the $5,000,000 Subordinated Note (the "Subordinated Note") attached hereto as Exhibit G and incorporated herein by this reference;
(v) executed originals of the Investment Documents;
(vi) Certificate of Incorporation and By-Laws of DJ Pharma certified as of the date of Closing;
(vii) full payment of fees to Dura (up to an amount not to exceed one hundred fifty thousand dollars ($150,000)) as set forth in Section 7A of that certain Purchasers Agreement by and among DJ Pharma and the Purchasers (as defined therein), dated January 25, 1998 (the "Purchase Agreeme...
