Certain Actions at Closing Sample Clauses

Certain Actions at Closing. (a) At the Closing: (i) DJ shall deliver to Buyer one or more certificates representing in the aggregate all of the Janvo Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and Buyer shall duly issue and deliver to DJ two or more certificates registered in DJ's name representing in the aggregate the number of Buyer's Shares determined pursuant to the provisions of Section 2.1(b) and $2,863,636.36 in cash, payable by certified or official bank check payable to the order of DJ or as DJ may otherwise direct in writing; (ii) GM shall deliver to Buyer one or more certificates representing in the aggregate 80 Calcore Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and Buyer shall duly issue and deliver to GM two or more certificates registered in GM's name representing in the aggregate the number of Buyer's Shares determined pursuant to the provisions of Section 2.1(b) and $254,545.46 in cash, payable by certified or official bank check payable to the order of GM or as GM may otherwise direct in writing. (iii) WGM shall deliver to Buyer one or more certificates representing in the aggregate 120 Calcore Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and Buyer shall duly issue and deliver to WGM two or more certificates registered in WGM's name representing in the aggregate the number of Buyer's Shares determined pursuant to the provisions of Section 2.1(b) and $381,818.18 in cash, payable by certified or official bank check payable to the order of WGM or as WGM may otherwise direct in writing; (iv) 3-D and Buyer shall execute and deliver the Support Agreement and the Share Exchange Agreement; (v) The Employees and Company shall execute and deliver the Employment Agreements; (vi) Sellers shall execute and/or deliver to Buyer each other document, certificate or other instrument required to be executed and/or delivered by Sellers under this Agreement at or prior to the Closing; (vii) 3-D, Buyer, Sellers and the Escrow Agent shall execute and deliver the Escrow Agreement; (viii) Each of DJ, GM and WGM shall deposit with the Escrow Agent one or more certificates registered in their respective names (together with appropriate stock powers duly executed in blank) and representing 50% of the aggregate of the (ix) 3-D and Buyer shall execute and/or deliver to Sellers each other document, certificate or other instrument required to be executed and/or delivered by...

Certain Actions at Closing. At the Closing: (a) Each Seller shall: (i) deliver to Buyer (x) evidence, reasonably satisfactory to Buyer, that all of the Company Interests have been duly and effectively assigned, transferred and delivered to Buyer and that Buyer is the sole member of, and the owner of all of the Interests in, the Company, and (y) certificates representing the Shares owned by such Seller, duly endorsed in blank or accompanied by duly executed instruments of transfer which are necessary to vest all of such Seller's rights, title and interest in and to the Shares in Buyer and Buyer and with any necessary transfer stamps attached; (ii) execute and deliver to Buyer the Registration Rights Agreement; (iii) execute and deliver to the Company the Employment Agreement to which such Seller is a party; (iv) deliver, or cause to be delivered, to Buyer all consents required by any material Client Contract or material Other Contract; and (v) deliver to Buyer the favorable opinion of Wollmuth Maher & Deutsch LLP, counsel to Sellers and the Co▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Closing Date, substantially in the form attached hereto as Exhibit F. (b) Buyer shall: (i) pay the Cash Consideration to the Sellers pursuant to Section 2.1(a)(i); (ii) execute and deliver to each Seller the Registration Rights Agreement; (iii) cause the Company to execute and deliver the Employment Agreements; (iv) deliver to Sellers the favorable opinion of Kramer Levin Naftalis & Frankel LLP, counsel to Buyer, date▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇ubs▇▇▇▇▇▇▇ly in the form attached hereto as Exhibit G.

Certain Actions at Closing. The following actions shall be taken at the Closing, each of which (together with all other actions provided in this Agreement to be taken at the Closing) shall be conditional on completion of all the others, and all of which (together with all other actions provided in this Agreement to be taken at the Closing) shall be deemed to have taken place simultaneously: (a) Each Stockholder shall deliver to the Company the stock certificates representing his, her or its Subject Shares, duly executed in blank or accompanied by stock powers duly executed in blank, together with all requisite transfer stamps, if required; (b) The Company shall deliver to Newco: (i) share certificates registered in the name of Newco representing the Moneytech Interests; (ii) completed transfers of the Moneytech Interests to Newco duly executed by the Company; and (iii) all the books and records of each Moneytech Entity except 360 Markets Pty Ltd. (c) Newco shall issue to each Stockholder 1 Newco Share for every 1 of the Stockholder’s Subject Shares.

Certain Actions at Closing. (a) At the Closing: (i) Seller shall deliver or cause to be delivered to CALLISTO stock certificates representing ninety-four and five tenths percent (94.5%), on a fully diluted basis, of all the equity interests of the Company, accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer; (ii) CALLISTO shall make the payments required by Section 2.1; (iii) Seller shall execute and/or deliver to CALLISTO each other document, certificate or other instrument required to be executed and/or delivered by Seller under this Agreement at or prior to the Closing; (iv) CALLISTO shall execute and/or deliver to Seller each other document, certificate or other instrument required to be executed and/or delivered by CALLISTO under this Agreement at or prior to the Closing; (v) Seller shall be liable for and shall pay all Taxes, direct or indirect, if any, attributable to the transfer of the Company Shares and, in connection therewith, shall affix any necessary transfer stamps to the stock certificates (or stock transfer powers) evidencing such Company Shares.

Certain Actions at Closing. At the Closing: (a) Seller shall deliver, or cause to be delivered, to Madden stock certificates representing all of the Company Shares, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer; (b) Seller and KR shall deliver, or caused to be delivered to Madden, evidence of the transfer of the Interests, accompanied by duly executed instruments of transfer; (c) Madden shall remit the Seller Cash Purchase Price to the Purchase Price Accounts designated by Seller pursuant to the provisions of this Agreement; (d) Madden shall remit the KR Cash Purchase Price to the Purchase Price Accounts designated by KR pursuant to the provisions of this Agreement; (e) to the extent not previously executed and/or delivered to Madden, Seller shall execute and/or deliver to Madden, or cause to be executed and/or delivered to Madden, each of the Transaction Documents and any other document, certificate, affidavit or other instrument required to be executed and/or delivered by Seller and each of the Companies under this Agreement at or prior to the Closing; (f) to the extent not previously executed and/or delivered to ▇▇▇▇▇▇, ▇▇ shall execute and/or deliver to Madden, or cause to be executed and/or delivered to Madden, each of the Transaction Documents to which KR is a party, and any other document, certificate, affidavit or other instrument required to be executed and/or delivered by KR under this Agreement at or prior to the Closing; (g) to the extent not previously executed and/or delivered to Seller, Madden shall execute and/or deliver to Seller, each of the Transaction Documents and any other document, certificate or other instrument required to be executed and/or delivered by Madden under this Agreement at or prior to the Closing; and (h) Seller shall be liable for and shall pay all stamp, transfer and similar Taxes, direct or indirect, if any, attributable to the transfer of the Company Shares and Interests and, in connection therewith, shall affix any necessary transfer stamps to the stock or membership interest certificates (or transfer powers) evidencing the Company Shares and Interests, as applicable.

Certain Actions at Closing. 7 ARTICLE IV

Certain Actions at Closing