ADDITIONAL ACTIONS AT CLOSING Sample Clauses
ADDITIONAL ACTIONS AT CLOSING. (a) The Parties shall take all action necessary to have, effective immediately upon the Closing: (i) Pxxxx Xxxxxxxxxxx Xxxxxx appointed to the position of Managing Director of the Company and Jxxx Xxxxxx Xxxxx shall be appointed a director of the Company, and they shall serve in such capacity, in accordance with the terms of their Employment Agreements, until the earlier of (A) December 31, 2023, or (B) their earlier resignation, death or permanent disability; and (ii) three other persons, designated by the Purchaser, appointed to serve on the board of directors of the Company.
ADDITIONAL ACTIONS AT CLOSING. 4 2.4 XXXXXXX MONEY PAYMENTS...............................................4
ADDITIONAL ACTIONS AT CLOSING. On the Closing Date, Buyer shall employ Xxxx Xxxxxxxx as Chief Executive Officer, Xxxxx “Xxxxx” Xxxxxxxxxx Jr. as Chief Operating Officer and Xxxxxxx Xxxxx as Chief Financial Officer. On the Closing Date, Buyer, acting through its board of directors, shall elect Xxxx Xxxxxxxx and Xxx Xxxxx or his designee as a director of Buyer.
ADDITIONAL ACTIONS AT CLOSING. (a) Each Seller shall, at the Closing, enter into an employment agreement with the Company in substantially the form of Exhibit 3.06 hereto, and shall execute and deliver at Closing assignments of all rights to the Intellectual Property in form satisfactory to the Company.
(b) Each Seller shall use his or her best efforts to ensure that, at Closing, the Company's directors hold a meeting of the board of directors of the Company at which the directors (i) vote in favor of the registration of Buyer or its nominee as a member of the Company in respect of the Shares (subject to the production of properly stamped transfers); (ii) appoint Persons nominated by Buyer as directors of the Company, effective immediately; (iii) approve and authorise the Company's execution and delivery of the Related Agreements to which it is a party; (iv) and authorise that, subject to the receipt of duly stamped transfers, Buyer or its nominee shall be entered in the register of members of the Company as the holder of the entire issued share capital of the Company.
(c) Each employee of the Company who has not previously assigned to the Company all rights to Intellectual Property shall, at or prior to Closing, execute and deliver to the Company an assignment of all rights to Intellectual Property.
ADDITIONAL ACTIONS AT CLOSING. In addition to the purchase and sale of the VVI Shares, at Closing, Purchaser and Xxxxxx Xxxx shall enter into the Employment Agreement.
ADDITIONAL ACTIONS AT CLOSING. On the Closing Date, the following transactions will take place and be accomplished:
a) Seller will deliver to Buyer certificates with assignment and transfer powers evidencing Seller's ownership of 100% of the Membership Interests of the Company, with full warranties of title, free and clear of all encumbrances.
b) The Seller will deliver to the Buyer all minute books, organizational documents, Unit transfer books and other limited liability company records of the Company brought current to the Closing Date.
c) During the five year period following the closing of this agreement, Seller shall discontinue using the name Davidson Xxxxxxx, CJD and Associates, L.L.C. and/or any variation thereof except to the extent such use is pursuant to Seller's employment with the Company.
d) Seller shall provide a detailed listing and aging of all the Company's accounts or notes receivable outstanding as of the closing date.
e) Seller shall execute and deliver to Buyer the employment contract in substantially the form and content attached hereto as Exhibit I.
f) The parties will cooperate to obtain at Closing a release of all personal guarantees provided by Seller with respect to any Company obligations. To the extent such releases cannot be obtained on the Closing Date, the parties agree to exercise best efforts to obtain a release of such guarantees as soon as reasonably possible thereafter. Until such guarantees have been released, Buyer agrees to indemnify and hold Seller harmless from and against any loss, damage, expense (including reasonable attorney's fees) or liability with respect to any such guarantee. Specifically, the parties recognize that as soon as reasonably possible after the Closing Date, they shall seek to replace the personal guarantee of Seller with the corporate guarantee of Buyer with respect to all contracts between the Company and insurance companies it represents.
ADDITIONAL ACTIONS AT CLOSING. At the Closing and effective as of the Closing Date:
(a) The parties shall cause National Beef, as the sole member of Farmland National Beef aLF, LLC, to distribute the Lactoferrin Interest to Industries.
(b) National Beef and Industries shall execute the First Amended and Restated Limited Liability Company Agreement of Farmland National Beef aLF, LLC in substantially the form attached hereto as Exhibit B.
(c) Buyers shall reimburse National Beef for $182,000 of the fees relating to the transaction contemplated in this Agreement and paid to A.X. Xxxxxxx & Sons, Inc. and such reimbursement shall be credited to the net income of National Beef for purposes of the distributions under Section 7.6 hereof. Buyers agree to indemnify and hold harmless National Beef and Sellers against any Liability asserted against any of them that relates to the portion of the fees for which Buyers are due to reimburse National Beef under this paragraph (c).
(d) Notwithstanding any other provision thereof, Industries agrees to, and the parties agree to cause National Beef to, terminate (without further obligation or liability) the Cattle Agreement so that it shall be of no further effect from and after the Closing. The parties agree to cause National Beef to fully release Industries from any claim on the Cattle Agreement.
ADDITIONAL ACTIONS AT CLOSING. In addition to the exchange of the PCI Shares for the WEI Shares, at Closing, Weststar, Denmark and the Company (caused by Weststar post closing), as appropriate, shall enter into the Employment Agreement, the Noncompetition Agreement and the Lease Agreement.
ADDITIONAL ACTIONS AT CLOSING. On the Closing Date, the following transactions will take place and be accomplished:
a) Seller will deliver to Buyer stock certificates with assignment and stock powers evidencing Seller's ownership of 900 shares of the Company, with full warranties of title, free and clear of all encumbrances.
b) The Seller will deliver to the Buyer all minute books, corporate records, stock transfer books and other corporate records of the Company brought current to the Closing Date.
c) At the closing, Xxxxxx Xxxxx and Xxxxxxx Xxxx shall elect Xxxxxx X. Xxx, as Director and Chairman, and Xxxxxxx Xxxx and Xxxxxx Xxx as Directors. Xxxxxx Xxxxx and Xxxxxxx Xxxx shall remain Directors of the Company, without compensation, if one or both so elects and may continue to serve as a Director for a period of five (5) years following the closing of this agreement or until Buyer pays Seller amounts due pursuant hereto (whichever occurs first).
d) Seller shall discontinue using the name Interstate Insurance Group except to the extent such use is pursuant to Seller's employment with the Company.
e) Seller shall provide a detailed listing and aging of all the Company's accounts or notes receivable outstanding as of the closing date.
f) Seller shall execute and deliver to Buyer the employment contract in substantially the form and content attached hereto as Exhibit I.
ADDITIONAL ACTIONS AT CLOSING. In addition to the exchange of the Wealing Shares for the Weststar Shares, on the Execution Date, Weststar, Wealing Shareholders and the Company (caused by Weststar post closing), as appropriate, shall enter into the Employment Agreements, the Noncompetition Agreements and the Lease Agreement.