At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable: (A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date; (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration; (C) the certificate contemplated by Section 7.3(d); and (D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates. (ii) Seller shall deliver to Buyer: (A) the certificate contemplated by Section 7.2(d); (B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and (C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code. (iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company; (iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer; (v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and (vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 2 contracts
Samples: Share Purchase Agreement (Walgreens Boots Alliance, Inc.), Share Purchase Agreement (Amerisourcebergen Corp)
At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller SubsidiarySeller, as applicable:the Escrow Agreement, the Non-Compete Agreement, the Trademark License Agreement, the Transition Services Agreement and the Assignment and Assumption Agreement, each of which are executed by the Buyer;
(Aii) the Closing PaymentSeller shall deliver or cause to be delivered to the Buyer the Escrow Agreement, the Non-Compete Agreement, the Trademark License Agreement, the Transition Services Agreement and the Assignment and Assumption Agreement, each of which are executed by the Seller;
(iii) the Seller shall deliver or cause to be delivered to the Buyer the written resignations of the directors of the Company from their positions as determined pursuant directors of the Company;
(iv) the Seller shall deliver to Section 2.3(c)the Buyer evidence that the Affiliate Contracts set forth on Schedule 3.22 (other than the sales orders listed in section (b) of Schedule 3.22, by wire transfer which will survive the Closing) have been terminated as of immediately available funds prior to an account the Closing without any Liability to the Buyer, and that the Intercompany Receivables and Intercompany Payables set forth on Schedule 3.22 (other than the sales orders listed in section (b) of Schedule 3.22) have been settled, discharged, offset, paid or repaid;
(v) the Seller designated in writing by shall deliver to the Buyer evidence that all of the Liens on assets or properties of the Company securing Indebtedness of the Seller set forth on Schedule 2.2(c)(v) will be released or otherwise satisfied upon the delivery of the Closing Purchase Price;
(vi) the Seller shall deliver to the Buyer at least two the Business Books and Records (2including the original stock transfer book and corporate minute books of the Company);
(vii) the Seller shall deliver to the Buyer the FIRPTA Affidavit;
(viii) the Seller shall deliver to the Buyer a certificate from the Secretary of State of the State of Delaware for the Seller and the Virginia State Corporation Commission for the Company, dated no earlier than five (5) Business Days prior to the Closing Date, as to the good standing and legal existence of each of the Seller and the Company, respectively;
(Bix) the Seller shall deliver to the Buyer Stock Considerationcertificates of the Secretary of the Seller: (i) attaching a duly adopted resolution of the Board of Directors of the Seller in connection with the authorization and approval of the execution, free delivery and clear performance by the Seller of all Encumbrances this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement and the Assignment and Assumption Agreement; and (other than transfer restrictions under applicable securities Laws ii) setting forth the incumbency of the officers of the Seller who have executed and Encumbrances under delivered this Agreement, the A&R Shareholders Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement or created by Seller)the Assignment and Assumption Agreement, including therein a signature specimen of each such officer or officers, in form and an original stock certificate representing substance reasonably satisfactory to the Buyer Stock ConsiderationBuyer;
(Cx) the certificate contemplated Seller shall deliver to the Buyer a signed copy of Form 8023 as prepared by the Buyer to effect the Section 7.3(d338(h)(10) Election;
(xi) the Seller shall deliver to the Buyer a digital video disc (DVD), portable hard drive or other standard electronic medium containing the complete contents of the Data Room as of 11:59 p.m. on the day immediately preceding the Closing Date, together with an index of the contents thereof; and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(Axii) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an Seller a certificate of the Secretary of the Buyer: (i) attaching a duly adopted resolution of the Board of Directors of the Buyer in connection with the authorization and approval of the execution, delivery and performance by the Buyer of this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement and the Assignment and Assumption Agreement; and (ii) setting forth the incumbency of the officers of the Buyer who have executed andand delivered this Agreement, the Escrow Agreement, the Non-Compete Agreement, the Transition Services Agreement, the Trademark License Agreement or the Assignment and Assumption Agreement, including therein a signature specimen of each such officer or officers, in form and substance reasonably satisfactory to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferSeller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Commercial Metals Co), Stock Purchase Agreement (Mueller Industries Inc)
At the Closing. (i) Buyer or the Designated Buyer Subsidiary Seller and the Parent shall deliver to Seller or the Designated Seller Subsidiary, as applicable:
(A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date;
(B) the Buyer Stock Considerationthe various certificates, free instruments and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Considerationdocuments referred to in Section 5.1;
(C) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller the Buyer and DParent shall deliver to Buyer:
(A) the certificate contemplated by Seller the various certificates, instruments and documents referred to in Section 7.2(d)5.2;
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary Seller shall execute and the Designated Seller Subsidiary shall deliver to the Notary an executed andBuyer a bill xx sale in the form attached hereto as EXHIBIT A, a patent assignment in the form attached hereto as EXHIBIT B, a trademark assignment in the form attached hereto as EXHIBIT C and such other instruments of conveyance as the Buyer and DParent may reasonably request and prepare, in order to effect the sale, transfer, conveyance and assignment to the extent required by the Notary, notarized and apostilled, power Buyer of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register valid ownership of the CompanyAcquired Assets;
(iv) Seller the Buyer shall cause the Company to execute and deliver to the Notary Seller an executed andinstrument of assumption in the form attached hereto as EXHIBIT D and such other instruments as the Seller and the Parent may reasonably request and prepare, in order to effect the extent required assumption by the Notary, notarized and apostilled, power Buyer of attorney to execute the Deed of Sale and TransferAssumed Liabilities;
(v) the Buyer shall pay to the Seller the Closing Payment;
(vi) the Seller shall cause deliver to the Designated Seller Subsidiary toBuyer, or otherwise put the Buyer in possession and control of, all of the Acquired Assets of a tangible nature;
(vii) the Parent and the Buyer shall cause deliver to each other an executed special value-added reseller purchase agreement, effective as of the Designated Closing (the "VAR Agreement");
(viii) the Parent and the Buyer Subsidiary toshall deliver to each other an executed license agreement, confirm effective as of the Closing;
(ix) the Seller shall deliver to the Notary that the Deed of Sale and Transfer may be Buyer an executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register assignment of the CompanyProduct Resale and Licensing Agreement, made March 1, 1996, between the Seller and Motorola, Inc.;
(x) the Buyer and the Seller shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above; and
(vixi) pursuant each of the employees of the Seller listed on SCHEDULE 1.4(b)(xi) attached hereto shall deliver to the execution of the Deed of Sale Buyer executed an employment agreement in form and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares substance satisfactory to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferBuyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Dynatech Corp), Asset Purchase Agreement (Telxon Corp)
At the Closing. (i) Buyer or the Designated Buyer Subsidiary Company and the Sellers shall deliver to Seller or the Designated Seller SubsidiaryBuyer the following certificates, as applicableinstruments and documents:
(A) an executed counterpart of the Closing Payment, as determined pursuant to Section 2.3(c), Escrow Agreement executed by wire transfer of immediately available funds to an account of the Escrow Agent and the Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing DateRepresentative;
(B) an executed counterpart of the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under Registration Rights Agreement executed by the applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) an executed copy of the certificate Executive Employment Agreement executed by Xxxxxxx Xxxxx;
(D) the Acquired Company Financials;
(E) evidence, in form and substance reasonably satisfactory to Buyer, that (i) the Company has submitted to a vote of its shareholders, in a manner that satisfies the shareholder approval requirements under Section 280G(b)(5)(B) of the Code and the Treasury Regulations promulgated thereunder, the right of any “disqualified individual” (as defined in Section 280G(c) of the Code) to receive any and all payments (or other benefits) contingent on the consummation of the transactions contemplated by this Agreement (within the meaning of Section 7.3(d280G(b)(2)(A)(i) of the Code) to the extent necessary so that no payment received by such “disqualified individual” shall be a “parachute payment” under Section 280G(b) of the Code (determined without regard to Section 280G(b)(4) of the Code), which such vote shall establish the disqualified individual’s right to the payment or other compensation if approved by the Sellers, and (ii) the Company has obtained any required waivers or consents from the disqualified individual prior to the vote;
(F) evidence, in form and substance reasonably satisfactory to Buyer, that the Company has, at its own expense, (i) obtained all of the waivers, Permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, set forth on Section 1.2(b)(i) of the Company Disclosure Schedule, and (ii) obtained all other waivers, Permits, consents, approvals, authorizations, registrations, filings and notices which are necessary for the consummation of the transactions contemplated by this Agreement or that are material to the conduct of the Company’s business; and
(G) such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdictions of organization and the various foreign jurisdictions in which they are qualified, certified charter documents and certificates as to incumbency of officers and the adoption of authorization resolutions) as Buyer shall reasonably request in connection with the Closing;
(ii) the Buyer shall deliver to the Seller Representative and the Company the following certificates, instruments and documents:
(A) an executed counterpart of the Escrow Agreement executed by the Buyer;
(B) an executed counterpart of the Registration Rights Agreement executed by the Buyer and the applicable stockholders of Buyer;
(C) an executed counterpart of the Executive Employment Agreement executed by the Buyer; and
(D) a counterpart such other certificates and instruments (including certificates of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 good standing of the Code.Company in its jurisdiction of organization and certificates as to incumbency of officers and the adoption of authorization resolutions) as the Company shall reasonably request in connection with the Closing;
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed andSeller Representative, for distribution to the extent required by Sellers in accordance with the NotaryClosing Payment Certificate, notarized and apostilledeither, power at the Buyer’s option, (i) certificates representing a number of attorney shares of Buyer Common Stock or (ii) shares of Buyer Common Stock issued in book entry, in each case equal to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;Aggregate Closing Consideration, subject to Section 1.5 hereof; and
(iv) Seller the Buyer shall cause the Company to deliver to the Notary an executed and, to Escrow Agent a stock certificate representing the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferEscrow Amount.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Eleven Biotherapeutics, Inc.)
At the Closing. (i) the Buyer shall deliver, or cause to be delivered, on the Designated Closing Date, to the Company (for the benefit of the Sellers) an amount in cash equal to the Estimated Purchase Price;
(ii) the Buyer Subsidiary shall deliver, or cause to be delivered on behalf of the Company, the amount payable to each counterparty or holder of Indebtedness identified on Schedule 2.2(b)(ii) (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates related thereto, as specified in the Debt Payoff Letters and in accordance with this Agreement;
(iii) the Buyer shall deliver, or cause to be delivered on behalf of the Company, the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement;
(iv) the Sellers shall deliver to Seller or Buyer the Designated Seller Subsidiary, as applicable:Purchased Assets and retain the Excluded Assets and the Excluded Liabilities;
(Av) the Closing PaymentSellers shall deliver, as determined or cause to be delivered, to the a duly executed Employment Agreement from each of Xxxxx Xxxxx and Xxxxx Xxxxx and the duly executed Consulting Agreement from Xxxxxxxx Xxxxxxxxxx;
(vi) the Sellers shall deliver, or cause to be delivered, to the Buyer a duly executed Significant Owner Agreement from each of the Persons set forth on Schedule 2.2(b)(vi);
(vii) each of the Sellers shall deliver a separate certificate of non-foreign status in form and substance reasonably satisfactory to the Buyer, satisfying the requirements of § 1.1445-2(b)(2) of the United States Treasury Regulations promulgated under the Code;
(viii) the Sellers shall deliver, or cause to be delivered, to the Buyer the third-party consents and approvals listed on Schedule 2.2(b)(viii);
(ix) the Sellers shall deliver, or cause to be delivered, to the Buyer, a duly executed copy of each Independent Contractor Agreement;
(x) the parties shall deliver, or cause to be delivered, the Transfer Documents (in accordance with Section 2.2(e)) and the certificates and other documents and instruments required to be delivered by or on behalf of any party pursuant to Section 2.3(c)Article VII; and
(xi) the Buyer will deliver, or cause to be delivered, by wire transfer of immediately available funds to an a segregated client bank account of Seller designated in writing maintained by Seller to Buyer at least two (2) Business Days prior to the Sellers Representative, on the Closing Date;
, an amount equal to the Expense Fund Contribution (B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller“Expense Fund”), and an original stock certificate representing for the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Sellers Representative to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed hold on behalf of Buyer the Sellers as a fund which will be used for the purposes of paying directly, or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) reimbursing the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than Sellers Representative for, any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate third party expenses pursuant to Treasury Regulations this Agreement. For applicable Tax purposes, the Expense Fund Contribution shall be treated in accordance with Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code2.5(f).
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 1 contract
At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver (or cause to Seller or the Designated Seller Subsidiary, as applicablebe delivered) to Seller:
(A) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds in U.S. dollars to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date;
(B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under Estimated Transaction Expenses to the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing parties entitled to such amount as set forth on the Buyer Stock ConsiderationClosing Date Report;
(C) the certificate contemplated by Section 7.3(d7.3(c) (in form and substance reasonably acceptable to Seller); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver (or cause to be delivered) to Buyer, in each case, in form and substance reasonably acceptable to Buyer:
(A) Stock certificates evidencing the Company Securities, free and clear of all Encumbrances (other than any restrictions on transfer under the Securities Act and any state securities Laws), duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(B) the Closing Date Report;
(C) the certificate of the Seller contemplated by Section 7.2(d7.2(c);
(BD) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which the Seller or any of its Affiliates is a party, duly executed on behalf of the Seller or such Affiliate; and;
(CE) an executed certificate pursuant to certificate, as applicable, from the Seller in form and substance compliant with Treasury Regulations Section 1.1445-2(b) ), certifying that the Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.;
(F) a certificate, dated as of the Closing Date, duly executed on behalf of Seller by its Secretary, certifying (i) the Organizational Documents of the Company as in effect as of the Closing, (ii) the resolutions or action taken by unanimous written consent of the board of directors of Seller and the Company approving the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (iii) the Designated Buyer Subsidiary resolutions or action taken by written consent of the stockholders of Seller and the Designated Seller Subsidiary shall deliver to Company approving the Notary an executed andexecution, to delivery and performance of this Agreement, the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer Ancillary Agreements and the original shareholders’ register consummation of the Companytransactions contemplated hereby and thereby;
(ivG) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required Resignation Letters contemplated by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the CompanySection 5.7; and
(viH) pursuant to executed termination agreements terminating the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferAffiliate Contracts as contemplated by Section 5.13.
Appears in 1 contract
At the Closing. (i) The Seller shall deliver, or cause Utility to deliver, to the Buyer (i) free and clear of any liens, claims, security interests and other encumbrances of any nature whatsoever (collectively, "Encumbrances"), except for those Encumbrances arising under the Securities Act of 1933, as amended (the "Securities Act") or any applicable state securities laws and those Encumbrances created by this Agreement or the Buyer (collectively, "Permitted Encumbrances"), certificates representing the Shares, each such certificate to be duly and validly endorsed in favor of the Buyer or accompanied by a separate stock power duly and validly executed by the Designated Seller and otherwise sufficient to vest in the Buyer Subsidiary good title to the Shares.
(ii) The Seller shall cause Operations and Utility to deliver to Seller the Buyer: (A) one or the Designated Seller Subsidiarymore bills of sale duly executed by Operations, and Utility, as applicable:
, in the form attached hereto as Exhibit 2.2(a)(ii)(A) (Aeach a "Bill of Sale") the Closing Paymentselling, as determined pursuant to Section 2.3(c)assigning, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior conveying, transferring xxx delivering to the Closing Date;
(B) the Buyer Stock ConsiderationBuyer, free and clear of all any Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerexcept for Permitted Encumbrances), the Integrated Assets, and (B) an original stock certificate representing assignment and assumption agreement, in the Buyer Stock Consideration;
form attached hereto as Exhibit 2.2(a)(ii)(B) (C) the certificate contemplated by Section 7.3(d"Assignment and Assumption Agreement"); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the CodeOperations.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) The Seller shall or shall cause the Company Operations and Utility to deliver to the Notary an executed andBuyer such other documents as are required to be delivered by the Seller, Operations and/or Utility to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferhereto.
Appears in 1 contract
Samples: Purchase Agreement (Biw LTD)
At the Closing. (a) Buyer shall deliver an amount equal to the Cash Consideration minus (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable:
Cash Bonus Amount minus (Aii) the Closing Holdback Amount minus (iii) the Payoff Amount, plus (iv) the Tax Gross Up Payment, as determined pursuant to Section 2.3(c), by wire transfer of in immediately available funds to an the bank account of Seller previously designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Datein writing;
(Bb) Buyer shall issue the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Consideration to Seller), and an original stock certificate representing the Buyer Stock Consideration;
(Cc) Buyer shall deliver the certificate contemplated by Section 7.3(d); andStock Option Consideration to Seller;
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(iid) Seller shall deliver to Buyer:
(A) Buyer the certificate contemplated Membership Interest Assignment Agreement, duly executed by Section 7.2(d)Seller;
(Be) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Buyer shall deliver to Buyer the Closing Date) to which Seller or any of its Affiliates is a partyMembership Interest Assignment Agreement, duly executed on behalf of Seller or such Affiliate; andby Buyer;
(Cf) an executed Seller shall deliver to Buyer a certificate pursuant to Treasury Regulations of non-foreign status as contemplated under Section 1.1445-2(b) of the Treasury Regulations promulgated under the Code, certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of as defined in Section 1445 of the Code.Code and the Treasury Regulations promulgated thereunder in a form satisfactory to Buyer;
(iiig) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to Buyer a recent good standing certificate regarding the Notary an executed andCompany from the office of the Secretary of State of Arizona;
(h) Seller shall deliver to Buyer a certificate enclosing a true, to correct and complete copy of the extent required by the Notary, notarized and apostilled, power articles of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register organization of the Company;
(ivi) Seller shall cause deliver to Buyer a list of all Liabilities of the Company to deliver to the Notary an executed and(determined in accordance with GAAP), to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register as of the CompanyClosing Date; and
(vij) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause deliver on behalf of Seller the Designated Buyer Subsidiary to accept Closing Payoff Amount as contemplated by the transfer, and Seller shall cause the Company to acknowledge this transferPayoff Letter.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Envestnet, Inc.)
At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver or cause to Seller or the Designated Seller Subsidiary, as applicable:
(A) be delivered the Closing Payment, as determined pursuant Date Cash Consideration to Section 2.3(c), the account or accounts to be designated by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer TreeHouse at least two (2) three Business Days prior to the Closing DateDate (and the portion of the Closing Date Cash Consideration (if any) or any other amount (if any) paid pursuant to this Agreement directly to TreeHouse in respect of equity transferred to the Buyer by a different Seller shall be received by TreeHouse in its capacity as agent for such other Seller and shall be deemed to have been paid to that other Seller);
(Bii) the Buyer Stock Consideration, free shall deliver to the Sellers a duly executed counterpart of each of the Seller Credit Agreement and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock ConsiderationSeller Note;
(Ciii) TreeHouse shall deliver to the Buyer a duly executed counterpart of each of the Seller Credit Agreement and the Seller Note in an aggregate principal amount equal to the Seller Note Principal Amount;
(iv) the Buyer shall pay, or cause to be paid, on behalf of the Group Companies and to the extent unpaid as of immediately prior to the Closing, an amount equal to the Estimated Transaction Expenses to each Person who is owed a portion thereof as set forth in the Preliminary Closing Statement;
(v) TreeHouse shall deliver or cause to be delivered to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed;
(vi) TreeHouse shall deliver or cause to be delivered to the Buyer an executed counterpart of each Ancillary Agreement to which TreeHouse is a party, executed by the applicable Business Entities;
(vii) the Buyer shall deliver or cause to be delivered to TreeHouse an executed counterpart of each Ancillary Agreement to which the Buyer is a party, executed by the Buyer;
(viii) TreeHouse shall deliver, or cause to be delivered, to the Buyer a certificate pursuant to Treasury Regulations section 1.1445-2(c)(3) stating that the US Company is not nor has it been a U.S. real property holding corporation (as defined in section 897(c)(2) of the Code) during the applicable period specified in section 897(c) of the Code; provided, that the Buyer’s only remedy for TreeHouse’s failure to provide such certificate will be to withhold from the payments to be made pursuant to this Agreement any required withholding Tax under section 1445 of the Code, and TreeHouse’s failure to provide such certificate will not be deemed to be a failure of the condition set forth in Section 7.3 to have been met;
(ix) TreeHouse shall deliver or cause to be delivered to the Buyer the certificate contemplated by Section 7.3(d7.3(c);
(x) the Buyer shall deliver or cause to be delivered to TreeHouse the certificate contemplated by Section 7.2(b); and
(Dxi) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior TreeHouse shall deliver or cause to be delivered evidence reasonably satisfactory to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of that each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iiiGroup Companies has been, or will be substantially simultaneously with the Closing, fully released from any guarantee provided under the financing arrangements set forth on Section 2.2(b)(xi) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferDisclosure Schedule.
Appears in 1 contract
At the Closing. the Buyer shall assume and shall agree to pay, defend, discharge and perform as and when due and performable the following specific Liabilities of the Business as further detailed below (the “Assumed Liabilities”):
(a) those amounts listed under the headings “accounts payable,” “VAT and withheld Taxes” and “Employee liabilities” as set forth on the Closing Accounts up to and not in excess of the amounts set forth on the Closing Accounts;
(b) subject to Section 11.6, the obligations of the Company or the Seller, as applicable, under the Assigned Contracts, but only to the extent such obligations: (i) Buyer arise after the Closing Date; (ii) do not arise from or relate to any breach by the Company or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller SubsidiarySeller, as applicable:
, of any provision of any of the Assigned Contracts; (Aiii) the Closing Paymentdo not arise from or relate to any event, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days circumstance or condition occurring or existing on or prior to the Closing DateDate that, with notice or lapse of time, would constitute or result in a breach by the Company, the Seller, the Buyer or any of their respective Affiliates of any of the Assigned Contracts; and (iv) are ascertainable solely by reference to the express terms of the Assigned Contracts;
(Bc) any cost or liability incurred by the Buyer Stock Consideration, free and clear Company arising out of all Encumbrances (other than transfer restrictions its obligation under applicable securities Laws and Encumbrances under Real Property Lease dated 29 November 2005 as set out in Appendix 3.1.1(d) to reinstate the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Considerationpremises upon its termination;
(Cd) any cost or liability incurred by the certificate contemplated by Company in relation to the Non-continuing Employees as further specified in Section 7.3(d)11.6.3 below; and
(De) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to cost or liability incurred by the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (Company or the applicable Subsidiary Seller arising out of Seller) is not a foreign person within their respective obligations in the meaning of Section 1445 transfer of the CodeKey Permits.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 1 contract
Samples: Asset Transfer Agreement
At the Closing. (i) Buyer the Sellers shall execute and deliver to the Purchaser such bills of sale, endorsements, assignments and other documents as may (in the reasonable judgment of the Purchaser or its counsel) be necessary or appropriate to assign, convey, transfer and deliver to the Designated Buyer Subsidiary Purchaser good and valid title to the Assets free of any Encumbrances (except for those licenses set forth in Part 2.11 of the Disclosure Schedule);
(ii) the Purchaser shall issue and deliver to the Sellers stock certificates representing an aggregate one hundred eighty thousand (180,000) shares of the Shares;
(iii) the parties hereto shall execute and deliver the Escrow Agreement;
(iv) the Purchaser shall issue to the Sellers stock certificates representing the Escrow Shares and deposit such certificates in the Escrow Account as contemplated by Section 1.2(a)(i) above;
(v) the Purchaser shall execute and deliver to the Sellers the Assumption Agreement;
(vi) each of the General Partners shall execute and deliver to the Purchaser a Noncompetition Agreement in the form of EXHIBIT F hereto (each, a "Noncompetition Agreement");
(vii) each of the General Partners shall execute and deliver to the Purchaser a General Release in the form of EXHIBIT G hereto (each, a "Release");
(viii) each of the General Partners shall execute and deliver to the Purchaser five (5) Stock Assignments in the form of EXHIBIT J hereto (each, a "Stock Assignment");
(ix) the Sellers shall deliver to Seller or Purchaser a FIRPTA statement, if applicable;
(x) each of the Designated Seller Subsidiary, as applicable:
General Partners and the Sellers shall execute and deliver to the Purchaser a certificate (the "Closing Certificate") setting forth the representations and warranties of the General Partners and the Sellers that (A) each of the representations and warranties made by the General Partners and the Sellers in this Agreement was accurate in all respects as of the date of this Agreement, (B) except as expressly set forth in the Closing PaymentCertificate, each of the representations and warranties made by the General Partners and the Sellers in this Agreement is accurate in all respects as determined of the Closing Date as if made on the Closing Date, (C) each of the covenants and obligations that any of the General Partners or the Sellers is required to have complied with or performed pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer this Agreement at least two (2) Business Days or prior to the Closing Datehas been duly complied with and performed in all respects, and (D) except as expressly set forth in the Closing Certificate, each of the conditions set forth in Article 6 has been satisfied in all respects;
(Bxi) Berliner Xxxxx shall deliver to Purchaser a legal opinion, dated as of the Buyer Stock ConsiderationClosing Date, free and clear in the form of all Encumbrances EXHIBIT H hereto (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(d"Opinion"); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(Axii) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary Purchaser shall execute and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer General Partners and the original shareholders’ register Sellers the Registration Rights Agreement, in the form of EXHIBIT K hereto (the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer"Registration Rights Agreement").
Appears in 1 contract
At the Closing. (i) the Buyer or the Designated shall cause each Buyer Subsidiary shall to deliver to Seller or the Seller’s Designated Seller SubsidiaryAffiliate that number of Coty Shares equal to the quotient, as applicable:
rounded to the nearest whole number, obtained by dividing (A) the Closing Paymentproduct of (1) the Estimated Purchase Price and (2) the percentage value, specified as determined a decimal number, set forth in Exhibit A.2 attached hereto opposite the relevant Buyer Subsidiary’s name by (B) the Coty Per Share Value, free and clear of all Encumbrances, provided that, upon actual payment by each Buyer Subsidiary of their respective portion of the Estimated Purchase Price to the Seller’s Designated Affiliate, the Buyer Subsidiaries shall be fully discharged of their respective payment obligation towards each of the Seller and the Seller Subsidiary in respect of the Estimated Purchase Price.
(ii) the Buyer shall deliver or cause to be delivered on behalf of the Company Group (including, if so desired, by directing the Company Group to use freely available Cash and Cash Equivalents to repay) the amount it has been notified by the Seller pursuant to Section 2.3(c)2.3 is payable to each Person who is owed a portion of the Estimated Transaction Expenses;
(iii) the Buyer shall deliver or cause to be delivered on behalf of the Company Group (including, if so desired, by wire directing the Company Group to use freely available Cash and Cash Equivalents to repay) the amount it has been notified by the Seller pursuant to Section 2.3 is payable to each counterparty or holder of Funded Indebtedness; and
(iv) the Seller shall, or shall cause the Seller Subsidiary to, deliver to the applicable Buyer Subsidiary as set forth in Exhibit A.2 attached hereto:
(1) (A) an original copy of the stock transfer form (ordre de mouvement) with respect to the sale and purchase of immediately available funds the Shares of Bourjois S.A.S., duly signed by Chanel S.A.S., (B) 2 original copies of the applicable tax forms “Cerfa” no 2759, duly signed by Chanel S.A.S., to an account be filed with the French Tax authorities by the relevant Buyer Subsidiary with respect to the sale and purchase of Seller designated the Shares of Bourjois S.A.S. and (C) the share register of Bourjois S.A.S. (comprising the registre des mouvements de titres and the comptes individuels d’actionnaires) updated in writing by Seller to Buyer at least two respect of the sale and purchase of all of the Shares of Bourjois S.A.S.; and
(2) Business Days prior (A) the Share certificate representing all of the Shares of Bourjois Limited (or any indemnity in respect thereof, in a form reasonably agreed upon between the Parties), accompanied by a stock transfer form duly executed by the Seller; (B) an irrevocable English-law-governed power of attorney duly executed by the Seller in favor of the Buyer, for the purpose of exercising the rights attached to the Shares of Bourjois Limited and securing the interests of Buyer in the Shares of Bourjois Limited during the period between the Closing and the registration of the relevant Buyer Subsidiary as the holder of the Shares of Bourjois Limited in the register of members of Bourjois Limited; and (C) a copy of (α) the resolutions adopted by the board of directors of Bourjois Limited approving the sale and transfer of the Shares of Bourjois Limited and approving, subject only to the consummation of the Closing, the registration of the transfer of the Shares of Bourjois Limited, the resignations of all the existing directors and officers (including company secretary) of Bourjois Limited and the appointment of the new directors and officers (including company secretary) and any changes in the situation of the registered office, the accounting reference date and instructions to banks as Buyer may reasonably specify and (β) the duly executed TM01 & TM02, AD01 and AA01 forms;
(1) the Seller shall execute, and the Buyer shall cause its relevant Buyer Subsidiary set forth in Exhibit A.2 attached hereto to execute, a transfer deed in the appropriate form as required by applicable Laws, to be executed before a civil law notary registered in the Xxxxxxxxxxx and associated with Loyens & Loeff N.V., for completing the sale and transfer of the Shares of Bourjois B.V. from the Seller to the relevant Buyer Subsidiary; (2) the Seller shall (A) deliver to the applicable Buyer Subsidiary a copy of resolutions adopted by the management board of Bourjois B.V. approving the sale and transfer of the Shares of Bourjois B.V. from the Seller to the relevant Buyer Subsidiary and (B) cause the shareholders’ general meeting of Bourjois B.V. to approve the transfer of the Shares of Bourjois B.V., dismiss all the existing directors and appoint those new statutory directors as indicated by the Buyer, in each case with effect on the Closing Date;
(1) the Seller shall execute, and the Buyer shall cause its relevant Buyer Subsidiary set forth in Exhibit A.2 attached hereto to execute, a transfer deed in the appropriate form as required by applicable Laws, for completing the sale and transfer of the Shares of Bourjois SARL from the Seller to the relevant Buyer Subsidiary; (2) the Seller shall (A) deliver to the applicable Buyer Subsidiary a copy of the shareholders’ resolutions adopted by the Seller as sole shareholder of Bourjois SARL approving the sale and transfer of the Shares of Bourjois SARL from the Seller to the relevant Buyer Subsidiary, and (B) cause the shareholders’ general meeting of Bourjois SARL to be held on the Closing Date in order to appoint those new managers as indicated by the Buyer Stock Consideration, free and clear following the resignations of all Encumbrances (other than transfer restrictions under applicable securities Laws the existing managers of Bourjois SARL effective on the Closing Date and Encumbrances under approve the A&R Shareholders Agreement or created by Seller)cleaning-up of the by-laws of Bourjois SARL and notably, and an original stock certificate representing without limiting the Buyer Stock Considerationgenerality of the foregoing, to delete any reference to the Seller therein;
(Cvii) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Without prejudice to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning provisions of Section 1445 of 5.6, the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the shareholders’ general meetings and/or board meetings (or their equivalent under applicable Laws) of Bourjois S.A.S., Bourjois España SA and Bourjois SA to be held on the Closing Date in order to appoint those new officers and directors (or members of supervisory board) indicated by the Buyer following the resignations of all the existing officers and directors of the abovementioned Company Group Members effective on the Closing Date;
(viii) The Buyer shall, and shall cause its relevant Buyer Subsidiaries, to deliver to the Notary an Seller, proofs of identity and residence of any new directors or officers of the Company Group Members appointed on the Closing Date, as well as any duly executed and, to the extent required by the Notary, notarized and apostilled, power powers of attorney to execute the Deed benefit of Sale and Transfer;
(v) the relevant legal counsels as specified by the Seller shall cause in order to allow the Designated Seller Subsidiary to, and to cause the relevant Company Group Members to, proceed with the filing publicity formalities as from the Closing Date.
(ix) The Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed have received an executed counterpart of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register each of the Company; andAncillary Agreements signed by each party other than the Buyer or the Buyer Subsidiaries.
(vix) pursuant to the execution The Seller shall have received an executed counterpart of each of the Deed of Sale and TransferAncillary Agreements signed by each party other than the Seller, the Seller’s Designated Affiliate or the Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 1 contract
Samples: Stock Purchase Agreement (Coty Inc.)
At the Closing. (i) the Buyer shall issue or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiarypay, as applicable, or cause to be issued or paid, as applicable, to each applicable Seller:
(A) the Aggregate Stock Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date;
(B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions Encumbrances created by the applicable Seller or arising under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(dLaws); and
(DB) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior an amount equal to the sum of (1) the Aggregate Cash Closing DateConsideration and (2) the Fractional Share Cash Amount;
(ii) the Buyer shall deposit or cause to which be deposited the Indemnity Escrow Shares in an account with the Escrow Agent, to be managed and paid out by the Escrow Agent pursuant to the terms of the Escrow Agreement;
(iii) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each counterparty or holder of Indebtedness identified on Section 2.2(b)(iii) of the Disclosure Schedules (the “Payoff Indebtedness”) in order to fully discharge such Payoff Indebtedness and terminate all applicable obligations and liabilities of the Company and any of its Affiliates is a partyrelated thereto, duly executed as specified in the Debt Payoff Letters and in accordance with this Agreement;
(iv) the Buyer shall deliver or cause to be delivered on behalf of the Company the amount payable to each Person who is owed a portion of the Estimated Transaction Expenses, as specified in the Transaction Expenses Payoff Instructions and in accordance with this Agreement; provided, that, notwithstanding the foregoing, the Buyer shall deliver or cause to be delivered to the Company any Estimated Transaction Expenses that constitute compensation income to any employee or former employee of the Company, and the Company shall pay such Affiliates.amounts, less any required Taxes, to the employee or former employee on the next regularly scheduled payroll date that is at least five Business Days following the Closing;
(iiv) each Seller shall deliver or cause to Buyerbe delivered to the Buyer duly endorsed assignments of its respective Units;
(vi) the Buyer shall deliver to the Sellers Representative an executed counterpart of:
(A) the certificate contemplated by Section 7.2(d);Registration Rights Agreement; and
(B) a the Escrow Agreement;
(vii) each Seller shall deliver to the Buyer an executed counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such AffiliateRegistration Rights Agreement; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iiiviii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary Sellers Representative shall deliver to the Notary Buyer an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register counterpart of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferEscrow Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Patterson Uti Energy Inc)
At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver to Seller or (1) the Designated Seller Subsidiary, as applicable:
Purchase Price and (A2) the Closing PaymentDate Reimbursement Amount, as determined pursuant to Section 2.3(c), in each case by wire transfer of immediately available funds to an account of Seller designated in writing by the Seller;
(ii) the Seller shall execute and deliver to the Buyer at least two a Xxxx of Sale in the form attached hereto as Exhibit A (2the “Xxxx of Sale”);
(iii) Business Days the Seller shall execute and deliver to the Buyer a Patent Assignment in the form attached hereto as Exhibit B (the “Patent Assignment”);
(iv) the Seller shall execute and deliver to the Buyer such other instruments of transfer, conveyance and assignment as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of all right, title and interest in and to the Transferred Assets in accordance with the terms and conditions of this Agreement (the “Additional Transfer Documents”);
(v) the Buyer shall execute and deliver to the Seller an Assumption Agreement in the form attached hereto as Exhibit C (the “Assumption Agreement”);
(vi) the Seller shall execute and deliver to the Buyer, and the Buyer shall execute and deliver to the Seller, an intellectual property license agreement in the form attached hereto as Exhibit D (together with the Xxxx of Sale, the Patent Assignment, the Assumption Agreement and the Additional Transfer Documents (if any), the “Ancillary Agreements”);
(vii) the Seller shall deliver to the Buyer electronically, in accordance with the Buyer’s reasonable instructions (provided in writing a reasonable period of time prior to the Closing DateClosing), the Transferred Patent Files, the Transferred Know-How, the Transferred Books and Records and all other Transferred Assets of an electronic nature (which shall include all Transferred Assets except the Transferred Patents, the Transferred Inventory, the Transferred Contracts and the DNA-PK Inventory);
(Bviii) the Seller shall deliver to the Buyer a certificate, executed by the Seller’s corporate secretary on behalf of the Seller, certifying as to the resolutions of the board of directors of the Seller authorizing and approving the sale of the Transferred Assets to the Buyer pursuant to this Agreement and the other Contemplated Transactions;
(ix) the Buyer Stock Considerationshall deliver to the Seller a certificate, free and clear executed by the Buyer’s corporate secretary on behalf of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller)Buyer, and an original stock certificate representing certifying as to the resolutions of the board of directors of the Buyer Stock Considerationauthorizing and approving the purchase of the Transferred Assets by the Buyer pursuant to this Agreement and the other Contemplated Transactions;
(Cx) the certificate contemplated by Section 7.3(dSeller shall deliver to the Buyer evidence, in form and substance reasonably satisfactory to the Buyer, that the Seller has obtained all of the consents set forth in Schedule 1.6(b)(x) (the “Required Consents”); and
(Dxi) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) Buyer a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to certification that the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within in accordance with the meaning of Treasury Regulations under Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)
At the Closing. (i) the Buyer or the Designated Buyer Subsidiary shall deliver to the Seller or an amount equal to the Designated Seller Subsidiary, as applicable:
(A) the Closing Payment, as determined pursuant to Section 2.3(c), Estimated Purchase Price in immediately available funds in U.S. Dollars by wire transfer of immediately available funds to an a bank account of Seller designated in writing by the Seller to the Buyer at least two (2) five Business Days prior to the Closing Date;
(ii) the Seller shall deliver to the Buyer certificates representing the Shares, endorsed in blank;
(iii) the Seller shall deliver or cause to be delivered to the Buyer (A) a copy of a resolution of the board of directors of the Swiss Companies to the effect that the Buyer has been registered in the share register of each of the Swiss Companies as sole shareholder, and (B) the Buyer Stock Consideration, free and clear share register of all Encumbrances (other than each of the Swiss Companies reflecting the transfer restrictions under applicable securities Laws and Encumbrances under of the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing Shares of the Buyer Stock ConsiderationSwiss Companies from the Seller to the Buyer;
(Civ) the certificate contemplated Seller shall cause the dismissal or resignation of the directors and auditors of the Swiss Companies whose resignation has been requested by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into the Buyer at least five Business Days prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) the Seller shall cause deliver to the Designated Buyer such consents to transfer of the Assumed Contracts as have been received by the Seller Subsidiary to, and prior to the Closing;
(vi) the Buyer shall cause the Designated Buyer Subsidiary to, confirm deliver to the Notary that Seller certificates executed by the Deed Secretary of Sale the Buyer and Transfer may each applicable Affiliate of the Buyer certifying the incumbency, signature and authority of the officers of the Buyer and each of the relevant Affiliates, as applicable, authorized to execute, deliver and perform this Agreement and the Ancillary Agreements executed or to be executed by the Buyer and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register such Affiliates of the CompanyBuyer;
(vii) the Seller shall deliver to the Buyer certificates executed by the Secretary of the Seller and each applicable Affiliate of the Seller certifying the incumbency, signature and authority of the officers of the Seller and each of the relevant Affiliates of the Seller, as applicable, authorized to execute, deliver and perform this Agreement and the Ancillary Agreements executed or to be executed by the Seller and such Affiliates of the Seller; and
(viviii) each of the Buyer and the Seller shall deliver to the other the certificates and executed counterparts to the Ancillary Agreements required to be delivered pursuant to the execution of the Deed of Sale Sections 7.2 and Transfer7.3, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferrespectively.
Appears in 1 contract
At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicable:
(A) the Closing Payment, as determined pursuant to Section 2.3(c), Payment in immediately available funds by wire transfer of immediately available funds to an account of Seller one or more bank accounts designated in writing by Seller Freeport by notice to Buyer at least two (2) not later than five Business Days prior to the Closing Date;
(Bii) Freeport shall deliver, or cause to be delivered, to Buyer a legally effective instrument of transfer with respect to all of the Subject Shares;
(iii) Freeport shall resign as the Operator under the TFHL JVSA and the Operator Agreement dated as of January 16, 2009, between Freeport Minerals Corporation (formerly known as Freeport-McMoRan Corporation), the Company, Pxxxxx Dodge Katanga Corporation and Tenke Holdings Ltd. as amended;
(iv) Freeport shall deliver, or cause to be delivered, to Buyer Freeport’s or the Subcontractor’s executed counterpart signature page to the Subcontractor Agreement, to be held in escrow by the Buyer Stock Considerationpending the consummation of the Closing and the subsequent appointment of the Company or an Affiliate of the Company as the Operator;
(v) Buyer shall deliver, or cause to be delivered, to Freeport, the Company’s or its Affiliate’s executed counterpart signature page to the Subcontractor Agreement, to be held in escrow by Freeport pending the consummation of the Closing and the subsequent appointment of the Company or an Affiliate of the Company as the Operator;
(vi) Freeport shall deliver to Buyer a duly executed certificate signed by an authorized officer of Freeport pursuant to Section 10.02(c);
(vii) Buyer shall deliver to Freeport a duly executed certificate signed by an authorized officer of Buyer pursuant to Section 10.03(c);
(viii) Freeport shall deliver the resignations contemplated by Section 5.03;
(ix) Freeport shall deliver to Buyer the Letter of Credit; and
(x) Freeport shall deliver, or cause to be delivered, to the Process Agent a legally effective instrument of transfer of the Airplane, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such AffiliatesLiens.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.
Appears in 1 contract
At the Closing. (i) Buyer or the Designated Buyer Subsidiary Sellers shall deliver or cause to Seller be delivered to Canadian Buyer stock certificates representing the Company Shares and to U.S. Buyer stock certificates representing the U.S. Holding Shares accompanied by stock powers duly endorsed in blank or the Designated Seller Subsidiary, as applicable:accompanied by duly executed instruments of transfer;
(Aii) The Buyers shall deliver or cause to be delivered to the Sellers (x) the Closing Payment, as determined pursuant to Section 2.3(c), by wire transfer of Cash Purchase Price in immediately available funds to an account of Seller accounts designated in writing by Seller to Buyer the Sellers at least two (2) Business Days prior to the Closing Date;
(B) in the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of individual amount for each Ancillary Agreement (other than any Ancillary Agreements entered into prior Seller equal to the Closing Dateproduct of the Cash Purchase Price and the Seller Percentage for such Seller and (y) to which Canadian Buyer or any Shares registered in the names of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) the Sellers in the individual amount for each Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior equal to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 product of the Code.number of Canadian Buyer Shares and the Seller Percentage for such Seller;
(iii) the Designated Buyer Subsidiary TKOG and the Designated Seller Subsidiary Canadian Buyer shall execute and deliver to the Notary an executed andExchange Put Right Agreement, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the CompanyVoting, Exchange and Support Trust Agreement;
(iv) Seller Each of the Sellers, on the one hand, and the Company or a Company Subsidiary, on the other hand, shall execute and deliver the Employment Agreements;
(v) TKOG shall cause the Company to repay all of the Shareholder Loans. Such repayment shall be made by TKOG causing the Company to pay the aggregate principal amount of the Shareholder Loans to the National Trust Company on behalf of each of the Sellers;
(vi) The Sellers shall execute and/or deliver to the Notary an Buyers each other document, certificate or other instrument including, but not limited to, Section 116 Clearance Certificates required to be executed and, and/or delivered by the Sellers under this Agreement at or prior to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and TransferClosing;
(vvii) Seller TKOG and the Buyers shall execute and/or deliver to the Sellers each other document, certificate or other instrument required to be executed and/or delivered by TKOG or the Buyers under this Agreement at or prior to the Closing;
(viii) The Sellers shall cause the Designated Seller Subsidiary to, Company and Buyer shall cause the Designated Buyer Subsidiary to, confirm U.S. Holding to deliver to the Notary that the Deed of Sale Buyers their minute books, stock registers, stock transfer records and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register all other corporate records of the Company, U.S. Holding, and the Company Subsidiaries; and
(viix) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller TKOG shall cause the Company to acknowledge this transfermake such arrangements as are reasonably necessary to release the Sellers from (1) any guarantee given by any Seller in favor of The Toronto-Dominion Bank in connection with the financing of the Company's and the Company Subsidiaries' operations, (2) any guarantee given by any Seller in connection with the Company's Toronto office lease; provided, however, in the event the Company is unable to secure the release of any Seller's guarantee with respect to the Toronto office lease, TKOG shall indemnify any Seller for any amount paid by such Seller in respect of such guarantee, and (3) the Sellers' indebtedness to the National Trust Company in connection with the Shareholder Loans, such releases to be in a form and substance reasonably satisfactory to the Seller being so released. In connection with clause (3) above, the Sellers shall cause copies of the cancelled notes related to the Shareholder Loans to be delivered to TKOG.
Appears in 1 contract
At the Closing. (i) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or the Designated Seller Subsidiary, as applicableshall:
(A) deliver to Seller a duly executed counterpart to each other Transaction Document to which Buyer or any Affiliate thereof is a party;
(B) to the Closing Paymentextent requested by Seller, on behalf of Seller or the Purchased Subsidiaries, as determined pursuant applicable, deliver to Section 2.3(c)the payees of the Seller Transaction Expenses, by such portion of the Seller Transaction Expenses set forth and in accordance with the final bills and wire transfer of immediately available funds to an account of Seller designated in writing instructions delivered by Seller to Buyer at least two (2) no later than five Business Days prior to the Closing Date;
(B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;Closing; and
(C) deliver to Seller, in exchange for the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior Shares, an amount equal to the Closing Date) Purchase Price in immediately available funds by wire transfer to which Buyer an account or any of its Affiliates is a partyaccounts designated by Seller, duly executed on behalf of Buyer or such Affiliates.by notice to Buyer; and
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d)a duly executed counterpart to each other Transaction Document to which Seller or any Affiliate thereof is a party;
(B) a counterpart statement, signed under penalties of each Ancillary Agreement (other perjury and dated no more than any Ancillary Agreements entered into 30 days prior to the Closing Date) to which Seller or any , that satisfies the requirements of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Regulation Section 1.1445-2(b2(b)(2) certifying and confirms that Seller (or the applicable Subsidiary of Seller) is not a “foreign person within the meaning of person” as defined in Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(ivC) duly executed resignation letters, effective as of the Closing, from each director and officer of the Purchased Subsidiaries, in their capacity as such, identified in writing by Buyer to Seller shall cause the Company to deliver at least 10 Business Days prior to the Notary an executed andClosing, to the extent required by the Notary, notarized and apostilled, power or evidence of attorney to execute the Deed of Sale and Transfersuch persons’ removal from such positions;
(vD) a certificate of an executive officer of Seller shall cause the Designated Seller Subsidiary to, certifying to a true and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register correct copy of the Companyresolutions of Seller approving the transactions contemplated by this Agreement and that such resolutions are in full force and effect; and
(viE) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer certificates for the Shares to the Designated Buyer Subsidiaryduly endorsed or accompanied by stock powers duly endorsed in blank, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferwith any required transfer stamps affixed thereto.
Appears in 1 contract
At the Closing. (i) Buyer or the Designated Buyer Subsidiary The Seller shall deliver to the Buyer a certificate signed by the Seller or to the Designated Seller Subsidiary, as applicable:effect of confirming that the condition precedent set forth in Section 7.1(a) has been met;
(Aii) The Buyer shall deliver to the Closing Payment, as determined pursuant Seller a certificate signed by the Buyer and CEMIG to the effect of confirming that the condition precedent set forth in Section 2.3(c), 7.2(a) has been met;
(iii) The Seller and the Buyer shall execute any transfer registration forms required by wire the Book-Entry Registrar for the transfer of immediately available funds the Purchased Shares to an account the Buyer;
(iv) The Seller shall deliver to the Buyer a statement issued by the Book-Entry Registrar evidencing that the Purchased Shares were duly transferred to the Buyer;
(v) The Seller shall have caused such members of the board of directors and executive officers of the Company and of the other entities of the Group appointed by or at the direction of the Seller as the Buyer shall have designated in writing by a written notice delivered to the Seller to Buyer at least two (2) five Business Days prior to the Closing DateDate to deliver to the Buyer resignation letters effective as of the Closing Date with a full release and discharge of any obligations of the Company or any other entity of the Group to such directors and officers, in the form attached hereto as Schedule 2.3(b)(v), and to transfer to the Buyer or any Person designated by the Buyer any Shares and any other interest in any company of the Group;
(Bvi) The Buyer and CEMIG shall deliver to the Buyer Stock ConsiderationSeller a full release and discharge of the directors and officers of the Company and of any other entity of the Group, free and clear appointed by or at the direction of all Encumbrances the Seller, for any of their act or omission prior to the Closing, except in the case of fault (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerculpa), and an original stock certificate representing fraud or willful misconduct or breach of the Buyer Stock Considerationrespective entity’s By-laws in accordance with Schedule 2.3(b)(vi);
(Cvii) The Buyer shall execute and deliver to Seller, the certificate contemplated Company and Bovespa the Termo de Anuência dos Controladores (Statement of Consent from Controlling Shareholders) and any other document requested by Bovespa in accordance with the Level 2 Corporate Governance Rules;
(viii) The Buyer shall pay the Purchase Price as set forth in Section 7.3(d2.2 above;
(ix) Subject to Section 6.4 and Section 7.1(f), the Intercompany Loan shall be fully paid to the Seller (principal plus pro rata interest accrued until but excluding the Closing Date) pursuant to Section 6.4;
(x) The Seller shall deliver to the Buyer a full and irrevocable release and discharge of all obligations of the Company under the Intercompany Loan and of any obligations relating to the use by the Company and any other entity of the Group of Intellectual Property of the Seller, including pursuant to the SAP Agreement;
(xi) The Seller shall deliver to the Buyer the Indemnity Guaranty, duly executed; and
(Dxii) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to The Seller, the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.
(iii) the Designated Buyer Subsidiary and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause and/or the Company to deliver to the Notary an executed andshall execute such other instruments, to the extent required by the Notarydocuments or certificates, notarized and apostilledif any, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer as may be executed reasonably required to consummate and to instruct perfect the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfertransactions contemplated hereby.
Appears in 1 contract
Samples: Share Purchase Agreement (Energy Co of Minas Gerais)
At the Closing. the Buyer shall become a participating employer under the Seller's defined contribution plan (i"Seller's DC Plan") and shall continue as such until the complete transfer of the account balances under Seller's DC Plan of the Company's employees to Buyer's DC Plan (as hereinafter defined), (2) Buyer or the Designated Buyer Subsidiary shall deliver to Seller or accounts of the Designated Seller Subsidiary, as applicable:
(A) the Closing PaymentCompany's employees, as determined pursuant to Section 2.3(c)by Buyer, by wire transfer of immediately available funds to an account of Seller designated in writing shall be responsible for all fees and expenses incurred after the Closing by Seller or Seller's DC Plan in connection with the administration of the accounts of the Company's employees and the portion of the Plan attributable to such the accounts, and for this purpose, Buyer at least two (2) Business Days prior or the accounts of the Company's employees, as determined by Buyer, shall be responsible for any increase in out-of-pocket fees incurred by Seller or Seller's DC Plan that is attributable to the Closing Date;
(B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Seller), and an original stock certificate representing the Buyer Stock Consideration;
(C) the certificate contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary operation of Seller's DC Plan as a multiple employer plan, (3) is not in the event that Buyer takes any action and/or omits to take any action in relation to Seller's DC Plan that by itself results in the occurrence of a foreign person within the meaning of prohibited transaction (as defined in Section 1445 4975 of the Code.
) or a violation of ERISA or solely by reason of its acts or failures to act creates any liability (iiiunder ERISA, the Code or otherwise) for Seller, its officers, directors and agents, any person serving as a fiduciary of Seller's DC Plan or for any other person (including, without limitation, Seller's DC Plan) (an "Indemnitee"), Buyer shall, indemnify and hold harmless the Designated Buyer Subsidiary Indemnitee from and against any and all expenses (including, without limitation, reasonable attorneys' fees), liabilities, obligations and costs of any sort incurred as a result of Buyer's act or failure to act, and the Designated Seller Subsidiary forgoing indemnity shall deliver not be subject to the Notary an executed andlimitations of Section 9.3(b), nor taken into account for the purpose of applying the limitations of Section 9.3(b) to other Losses, and (4) in the event that Buyer and any of Seller, its officers, directors and agents, or any person serving as a fiduciary of Seller's DC Plan jointly take any action and/or omit to take any action in relation to Seller's DC Plan that results in a violation of ERISA, Buyer shall, indemnify and hold harmless Seller's DC Plan from and against one-half of any and all expenses (including, without limitation, reasonable attorneys' fees), liabilities, obligations and costs of any sort incurred as a result of such act or failure to act, and the forgoing indemnity shall not be subject to the extent required by limitations of Section 9.3(b), nor taken into account for the Notary, notarized and apostilled, power purpose of attorney applying the limitations of Section 9.3(b) to execute the Deed of Sale and Transfer and the original shareholders’ register of the Company;
(iv) Seller shall cause the Company to deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer;
(v) Seller shall cause the Designated Seller Subsidiary to, and Buyer shall cause the Designated Buyer Subsidiary to, confirm to the Notary that the Deed of Sale and Transfer may be executed and to instruct the Notary to execute the Deed of Sale and Transfer and update the original shareholders’ register of the Company; and
(vi) pursuant to the execution of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transferother Losses.
Appears in 1 contract
Samples: Share and Limited Liability Company Membership Interest Purchase Agreement (Transtechnology Corp)
At the Closing. (i) Buyer or the Designated Buyer Subsidiary Non-Trust Selling Stockholders and the Trustees on behalf of their respective Trusts shall deliver to Seller the Purchaser the stock certificates representing the Shares, duly endorsed (or the Designated Seller Subsidiary, as applicable:
(A) the Closing Payment, as determined pursuant to Section 2.3(c), accompanied by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date;
(B) the Buyer Stock Consideration, free and clear of all Encumbrances (other than transfer restrictions under applicable securities Laws and Encumbrances under the A&R Shareholders Agreement or created by Sellerduly executed stock powers), and an original stock certificate representing the Buyer Stock Consideration;
Purchaser shall pay (Cin the case of the Cash Amount) and deliver (in the case of the Aggregate Purchaser Shares, the Note and the Real Property Note) the certificate Aggregate Share Purchase Price to the Agent as contemplated by Section 7.3(d); and
(D) a counterpart of each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Buyer or any of its Affiliates is a party, duly executed on behalf of Buyer or such Affiliates.1.2;
(ii) Seller shall deliver to Buyer:
(A) the certificate contemplated by Section 7.2(d);
(B) a counterpart of Purchaser and each Ancillary Agreement (other than any Ancillary Agreements entered into prior to the Closing Date) to which Seller or any of its Affiliates is a party, duly executed on behalf of Seller or such Affiliate; and
(C) an executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) certifying that Seller (or the applicable Subsidiary of Seller) is not a foreign person within the meaning of Section 1445 of the Code.Non-Trust Selling Stockholders shall execute and deliver an Employment Agreement in the form of Exhibit B;
(iii) the Designated Buyer Subsidiary Selling Stockholders shall execute and the Designated Seller Subsidiary shall deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and Transfer Purchaser and the original shareholders’ register Company a General Release in the form of the CompanyExhibit C;
(iv) Seller each Selling Stockholder (or the Agent on behalf of the Selling Stockholders) shall cause the Company to execute and deliver to the Notary an executed and, to the extent required by the Notary, notarized and apostilled, power of attorney to execute the Deed of Sale and TransferPurchaser a Selling Stockholder Compliance Certificate;
(v) Seller the Chief Executive Officer and the Chief Financial Officer of the Company (prior to their resignations as contemplated by clause (x) below) shall cause the Designated Seller Subsidiary to, execute and Buyer shall cause the Designated Buyer Subsidiary to, confirm deliver to the Notary that Purchaser a Company Compliance Certificate;
(vi) the Deed Selling Stockholders shall deliver duly executed spousal consents in the form of Sale Exhibit D (the "Spousal Consents") from their respective spouses;
(vii) the Selling Stockholders shall deliver releases satisfactory to the Purchaser of all guarantees by any Acquired Corporation of any indebtedness of any Related Party;
(viii) the Selling Stockholders shall each execute and Transfer may be executed deliver to the Purchaser and the Company a Non Competition Agreement in the form of Exhibit F;
(ix) each of the Non-Trust Selling Stockholders shall execute and deliver a Substitute Form W-8 in the form of Exhibit G;
(x) the Existing Directors and Officers shall resign from their positions and deliver letters of resignation to instruct the Notary to Purchaser;
(xi) the Company and The B IV Group shall execute the Deed Amended Company Lease in the form of Sale and Transfer and update Exhibit K;
(xii) the original shareholders’ register Chief Executive Officer or the Chief Financial Officer of the CompanyCompany (prior to their resignations as contemplated by clause (x) above) shall execute and deliver to the Purchaser a Notice of Non Real Property Holding Corporation Status in the form of Exhibit L;
(xiii) intentionally omitted;
(xiv) the Company and the Selling Stockholders shall deliver evidence satisfactory to the Purchaser of the payment in full and discharge of all indebtedness and other liabilities of all Related Parties to the Acquired Corporations, which evidence shall include checks payable to the Company from applicable Related Parties that are dated the Closing Date; and
(vixv) pursuant to the execution Purchaser and Ali Xxxxxxxx xxxll execute and deliver a Consulting Agreement in the form of the Deed of Sale and Transfer, Seller shall cause the Designated Seller Subsidiary to transfer the Shares to the Designated Buyer Subsidiary, and Buyer shall cause the Designated Buyer Subsidiary to accept the transfer, and Seller shall cause the Company to acknowledge this transfer.Exhibit M.
Appears in 1 contract