Closing Actions. On the Closing Date, the following actions have to be taken by the Parties, either jointly or separately, and Parties shall procure that the Company provides the respective documents, as the case may be, which shall be taken simultaneously (Zug um Zug):
(a) delivery by Sellers to Purchaser of bank statements showing the Cash of the Company as of the Closing Date;
(b) delivery by Sellers of copies of resignation letters from the following persons or of a shareholders’ resolution removing the following persons from the supervisory board of the Company, effective prior to or at Closing:
(i) Dr. Nedim Cen as member of the supervisory board of the Company;
(ii) Xx. Xxxxxxx X. Feldt as member of the supervisory board of the Company;
(iii) Mr. Michael El-Hillow as member of the supervisory board of the Company;
(iv) Xx. Xxxxx Xxxxxxx as member of the supervisory board of the Company;
(v) Xx. Xxxxx Xxxxxx as member of the supervisory board of the Company; and
(vi) Mr. Xxxx Xxxxxxxx as member of the supervisory board of the Company;
(c) delivery by Sellers of a copy of the shareholders’ resolution of the Company regarding the discharge from liability (Entlastung) of the persons in Section 4.4(b) for the fiscal year 2009 and the period from 1 January 2010 until the effectiveness of their resignation or, as the case may be removal as supervisory board members;
(d) delivery by the Company of a confirmation by fax from the Company’s bank that the debt referred to in Section 3.2(b) has been settled by Seller 3;
(e) payment by Purchaser of the Purchase Price to the Sellers in cash;
(f) payment of the Purchaser’s Cash Contribution less an amount equal to the amount of the Bank Debt that remains outstanding upon Closing, but in any case payment of not less than the portion of Purchaser’s Cash Contribution as described in Section 4.2(a)(iii) (sub-sentence (iii)) to the Company’s Bank Account;
(g) [****] (the “Sellers’ Cash Contribution”)];
(h) payment by the Company in full of the Seller 3 Royalty Claims to the Seller 3 Bank Account;
(i) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the payment set forth in Section 4.4(f) has been credited to the Company’s Bank Account;
(j) delivery by the Company to Sellers and Purchaser of a confirmation by fax from the Company’s bank evidencing that the Sellers’ Cash Contribution has been credited to the Company’s Bank Account;
(k) delivery by Seller 3 of a fax confirmat...
Closing Actions. At the Closing, the following actions shall be taken by the Parties:
(a) The Buyer shall pay to the Seller by wire transfer of immediately available funds to such bank account(s) designated in writing by the Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Cash Consideration in respect of the Purchased Interests.
(b) The Buyer shall issue the Agreed Shares, if any, to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) and shall deliver to the Seller (or any of its wholly-owned Subsidiaries as designated by the Seller to the Buyer in writing) evidence of such issuance in non-certificated book-entry form, in each case duly authorized and validly issued, fully paid and nonassessable, and delivered free and clear of any Encumbrances except those imposed under applicable securities Laws.
(c) The Buyer shall pay, on behalf of the applicable members of the Company Group, (i) the amounts as set forth in each of the payoff letter(s) delivered pursuant to Section 7.21 (and, to the extent applicable, Section 7.15(d)(xi)) to such Persons as set forth in such payoff letter with respect to all Indebtedness to be repaid on the Closing Date and the appropriate amounts payable in respect of the Notes Redemption, including, for the avoidance of doubt (i) the Credit Facilities Payoff Amount to the applicable administrative agent (for such administrative agent’s own benefit and the benefit of the lenders (and other secured parties) under the Credit Facilities or other facilities, as applicable) in accordance with the applicable terms of the Credit Facilities, and (ii) the Existing Notes Redemption Amount to the trustee under the Existing Notes Indenture in accordance with the applicable terms of the Existing Notes Indenture.
(d) If (and only if) the Agreed Stock Consideration Value equals €0, the Buyer shall deliver to the Adjustment Escrow Agent, by wire transfer of immediately available funds to such bank account(s) designated in writing by the Adjustment Escrow Agent (such designation to be made at least three (3) Business Days prior to the Closing Date), the Adjustment Escrow Amount for deposit in the Adjustment Escrow Account, to be held by the Adjustment Escrow Agent in the Adjustment Escrow Account and distributed by the Adjustment Escrow Agent in accordance with the terms of the Adjustment Escrow Agreement and the applicable provisions of this Agreement.
(e) The B...
Closing Actions. The Parties acknowledge and agree that it is a requirement for the sale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, and all documents to be executed or delivered hereunder, are effectively completed and executed or delivered simultaneously (en unidad de acto) on the date hereof:
3.2.1 The Parties shall grant before the Notary a public deed pursuant to which (i) the Parties formalize (elevación a público) this Agreement into public deed, (ii) the Seller, acknowledges satisfaction of the First Tranche Buy-out Amount provided that the First Tranche Buy-out Amount is paid up on the Closing Date, (iii) the Seller transfers ownership and deliver the EVC Shares to the Buyers and the Buyers, in turn, acquire and receive the EVC Shares; and (iv) the Company grants in favour of Entravision the First Demand Guarantee (as defined below) to guarantee payment of the Deferred Buy-out Amount (the “Public Deed”);
3.2.2 The Parties shall sign and deliver, or cause to be delivered, to the other Parties, as applicable, the following items:
(i) original public deed titles of ownership with respect to the EVC Shares to record in said titles the transfer of the EVC Shares to the Buyer;
(ii) powers of attorney sufficient for the execution of this Agreement and the termination of the Transaction Agreements;
(iii) a certificate issued by the secretary with the approval of the chairman of the Company (with their signatures duly notarized), certifying with reference to the Company’s Registry Book of Shareholders (Libro Registro de Socios) (A) the ownership of the EVC Shares, (B) that the EVC Shares are free from any Liens, and (C) that all requirements for the transfer of the EVC Shares to the Buyers set forth by Law, the Company’s bylaws and any relevant agreement have been duly complied with;
(iv) the transfer of the EVC Shares shall be recorded in the Company’s Registry Book of Shareholders;
(v) a General Shareholders’ meeting in the Company shall be held with universal nature adopting, the following resolutions: (i) resignation of the current Board members of the Company, (ii) appointment of new management body;
(vi) delivery by the Seller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company;
(vii) delivery by the Buyers of discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, ...
Closing Actions. (a) At the Closing, the Parties shall take the following actions (provided that, other than the actions required by clauses (vii) and (viii), such actions shall be taken substantially simultaneously):
(i) Buckeye Germany shall execute and Purchaser shall, or shall cause one or more Purchaser Designated Subsidiaries to, execute, in notarially recorded form (notariell beurkundete Form), a share transfer agreement regarding the assignment (Abtretung) of the German Equity Interest, substantially in the form attached hereto as Exhibit F;
(ii) GP Nonwovens shall execute, and Purchaser shall, or shall cause or one or more Purchaser Designated Subsidiaries to, execute, in notarially certified form, a quota transfer agreement regarding the transfer of the Italian Equity Interest, substantially in the form attached hereto as Exhibit G;
(iii) GP Nonwovens shall execute, and Purchaser shall, or shall cause or one or more Purchaser Designated Subsidiaries to, execute, in written form (acte sous seing privé), a reiterative share transfer agreement (acte réitératif de cession de parts sociales) regarding the assignment and transfer of the French Equity Interests, substantially in the form attached hereto as Exhibit H;
(iv) Sellers shall, or shall cause their applicable Affiliates who are parties thereto to, execute, and Purchaser shall, or shall cause its applicable Affiliates who are parties thereto to, execute, the Ancillary Agreements (except for the IP Agreements), as applicable;
(v) Purchaser shall pay the Initial Purchase Price to Sellers to the Purchase Price Bank Accounts in accordance with Section 3.2(a);
(vi) Sellers shall issue a receipt of the purchase price to Purchaser;
(vii) immediately after the execution of the share transfer agreement related to the assignment (Abtretung) of the German Equity Interest, Buckeye Germany shall deliver notice to the German Company regarding the extraordinary termination of the DPLTA with effect as of the assignment (Abtretung) of the German Equity Interest and Buckeye Germany shall cause the German Company to acknowledge the receipt of such termination notice; and
(viii) immediately after the transfer of the French Equity Interests at the Closing, Purchaser shall execute, in written form (acte sous seing privé), the French Company’s sole shareholder’s decisions and Purchaser shall deliver to GP Nonwovens a copy of such executed minutes, whereby Purchaser, in its capacity as new sole shareholder of the French Company, (i) ac...
Closing Actions. All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent, and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to the Closing).
Closing Actions. On the Closing Date, (i) each Investor shall pay the pro rata portion of the Purchase Price as set forth on the signature pages to this Agreement to the Company, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company shall irrevocably instruct the Company’s transfer agent to deliver to each Investor who has so paid the pro rata Purchase Price one or more stock certificates, evidencing the Shares duly executed on behalf of the Company and registered in the name of the Investor, within three (3) Business Days after the Closing.
Closing Actions. (a) At the Closing, Buyer shall:
(i) pay, or cause to be paid, to the Blocker Seller by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to the Base Blocker Seller Consideration;
(ii) pay, or cause to be paid, by wire transfer of immediately available funds to the Paying Agent, for the benefit of the Merger Participants (for the avoidance of doubt, excluding the Rollover Sellers with respect to their Rollover Units), a cash amount equal to the Merger Participant Closing Date Consideration;
(iii) pay, or cause to be paid, to the Escrow Agent, the Adjustment Escrow Amount, to be deposited by the Escrow Agent into an escrow account designated by the Escrow Agent, to be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement;
(iv) deposit, or cause to be deposited, by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller Representative, the Seller Representative Expense Fund with the Seller Representative; and
(v) pay, or cause to be paid, to the Company by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such account(s) to be designated at least two (2) Business Days prior to the Closing) a cash amount equal to (A) the aggregate amounts to be paid under the Phantom Equity Plan in connection with the payment of the Aggregate Closing Date Consideration Estimate as determined in accordance with the Distribution Waterfall, for payments under the Phantom Equity Plan pursuant to Section 2.13 minus (B) any available cash of the Company that will be utilized to make such payments under the Phantom Equity Plan.
(b) At the Closing, Buyer and the Seller Representative shall deliver joint written instructions in accordance with the Paying Agent Agreement to the Paying Agent to, promptly following receipt of the amounts set forth in Section 2.7(a)(ii), pay to each Merger Participant who shall have delivered to the Company not less than three (3) Business Days prior to the Closing Date a completed Letter of Transmittal (as defined below), cash in an amount set forth for such Merger Participant in the Distribution Waterfall Schedule (without interest), which such amounts shall be payable by wire transfer of immediately available funds on the...
Closing Actions. Each of the actions required to be taken by Seller pursuant to Section 3.2 or otherwise to effect the transactions contemplated hereby shall have been duly performed and complied with, and Buyer shall have received satisfactory evidence of any and all such actions.
Closing Actions. On the Closing Date, the following actions (the "Closing") shall be taken:
Closing Actions. Each of the actions required to be taken by the General Partner and the Partnership pursuant to Section 3.2 or otherwise to effect the transaction contemplated hereby, including the payment of the Cash Consideration, shall have been duly performed and complied with, and Parent and Universal shall have received satisfactory evidence of any and all such actions.
