ADDITIONAL ACTIONS AT CLOSING. 4 2.4 XXXXXXX MONEY PAYMENTS...............................................4
ADDITIONAL ACTIONS AT CLOSING. (a) The Parties shall take all action necessary to have, effective immediately upon the Closing: (i) Xxxxx Xxxxxxxxxxx Xxxxxx appointed to the position of Managing Director of the Company and Xxxx 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. (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 deliver those items required in Sections 3.2 and 3.3 hereof.
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.
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. 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. The following actions shall be taken simultaneously with the effectiveness of this Agreement:
ADDITIONAL ACTIONS AT CLOSING. In addition, at Closing, the Parties shall perform and shall cause the performance of other acts and shall sign and grant and shall cause to be signed and granted other documents or instruments required for the performance of this Agreement. Cláusula Tercera Cierre 3.1
