Closing Actions Clause Samples
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Closing Actions. At the Closing (to the extent not completed prior to the Closing Date):
(a) first, (i) GE shall, and shall cause the other NBCU Transferors to, transfer, directly or indirectly, the Contributed NBCU Assets to NBCU, (ii) NBCU shall assume the Assumed NBCU Liabilities, (iii) GE shall, or shall cause a Subsidiary of GE (other than a NBCU Entity) to, assume all Excluded NBCU Liabilities that are Liabilities of a NBCU Entity and (iv) NBCU shall pay to GE the fair value of the capital stock of the Subsidiary of GE identified on Section 2.08(d) of the NBCU Disclosure Letter (it being understood that all of such capital stock shall be included in the Contributed NBCU Assets);
(b) second, (i) Navy Holdco 1 shall, and GE shall cause Navy Holdco 1 to, contribute to Navy Holdco 2 all of the outstanding NBCU Shares, free and clear of all Liens and (ii) GE and NBCU shall, and shall cause their respective applicable Subsidiaries to, enter into the ISDA Novation Agreements, which shall be deemed effective at the effective time of this Section 2.08(b);
(c) third, (i) Comcast Navy Acquisition, LLC and Navy Holdco 2 shall, and Navy Holdco 2 shall cause the Newco Interest Holders to, enter into the Escrow Agreement, (ii) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the Comcast/NBCU Purchase Price (calculated for this purpose based on the estimated amounts provided pursuant to Section 2.06(b)) into escrow pursuant to the terms of the Escrow Agreement, (iii) if Estimated Combined EBITDA is less than the Target Combined EBITDA, then Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to 3.5 times the lesser of (x) the amount of the shortfall, if such shortfall exists, of Estimated Comcast EBITDA as compared to Target Comcast EBITDA, or (y) the amount of the shortfall of Estimated Combined EBITDA as compared to Target Combined EBITDA into escrow pursuant to the terms of the Escrow Agreement (any such amount to be deposited into escrow pursuant to this clause (iii), the “Shortfall Amount”) and (iv) Comcast Navy Acquisition, LLC shall, or shall cause an Affiliate on behalf of Comcast Navy Acquisition, LLC to, deposit funds in an amount equal to the amount of the 2008 Contributed Comcast Businesses EBITDA Adjustment, if any, into escrow pursuant to the terms of the Escrow Agreement;
(d) fou...
Closing Actions. (i) On the Closing Date the following shall occur in the following order:
(1) the HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the HoldCo Stockholder's equity interest in HoldCo, together with 100% of Option Sub's equity interest in HoldCo will be transferred to Parent (the transfer of the HoldCo's Stockholder's equity interest in HoldCo, the "HoldCo Stockholder's Contribution," the transfer of Option Sub's equity interest in HoldCo, the "Option Sub's Contribution" and, collectively with the HoldCo Stockholder's Contribution, the "HoldCo Contributions");
(2) the Second HoldCo Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;
(3) the Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware and 100% of the equity interest of the Contributing Company Common Stockholders' interest in the Company will be transferred to Parent (the "Contributing Company Common Stockholders' Contributions" and, collectively with the HoldCo Contributions, the "Contributions"); and
(4) the Second Company Certificate of Merger shall be filed with the Secretary of State of the State of Delaware;
(ii) In addition, on the Closing Date the following shall also occur:
(1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the "Capital Increase"), and (z) the appointment of two additional members to Parent's board of directors; and
(2) Parent's board of directors shall take the necessary steps to implement the Capital Increase and cause the payment of the Per Share Cash Consideration.
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) ▇▇. ▇▇▇▇▇▇▇ ▇. 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) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as member of the supervisory board of the Company;
(v) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ as member of the supervisory board of the Company; and
(vi) Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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. On the Scheduled Closing Date, the Parties shall take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions (the “Closing Actions”), in each case if not already taken before in accordance with this Agreement:
a) Unless this has been done before, Sellers shall deliver to Buyer copies of addenda to the service agreements with each managing director of the Company and the employment agreements with each of the Key Employees duly executed by the relevant parties in accordance with Sections 9.1 and 9.2;
b) Buyer shall pay the Cash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers;
c) Buyer shall deliver to Sellers 1 and 3 a Notice setting forth the amount of the Consideration Shares to be transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount of Consideration Shares in the form of a Notice;
d) Buyer shall assign to Sellers 1 and 3 and Sellers 1 and 3 shall acquire the Consideration Shares, free of Encumbrances but subject to any restrictions under the applicable Laws (including stock exchange rules) and any restrictions expressly agreed upon by the Parties hereunder;
e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the extent legally possible, unrestricted) - have been transferred free of charge to the share accounts of Seller 1 and Seller 3 in accordance with standard registration periods under United States securities laws and regulations but no later than 31 January 2025;
Closing Actions. Each of the actions required to be taken 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 terms and subject to the conditions set forth herein, at the Closing, the following actions shall be taken and the following agreements, certificates and other documents shall be executed and delivered by the Parties:
(a) NewCo Borrower shall consummate the Debt Financing (to the extent not consummated prior to the Closing) in accordance with Section 6.7, and NewCo Borrower shall (x) use (or cause to be used) a portion of the proceeds of the Debt Financing (other than the proceeds of any revolving credit facility borrowings on the Closing Date under the Debt Financing) to make a contribution to DIRECTV, LLC in an amount equal to $5,800,000,000 (the “Closing Date Payment”) and (y) use (or cause to be used) a portion of the proceeds of the Debt Financing to pay or fund the reimbursement of Financing Expenses and Shared Transaction Expenses in accordance with Section 3.3 and 10.5, as applicable.
(b) DIRECTV, LLC shall use the proceeds of the Closing Date Payment to repay in full the outstanding principal amount under the Existing Intracompany Indebtedness on the Closing Date.
(c) Investor shall, or shall cause one or more of its Affiliates to, as applicable, consummate the Equity Financing (to the extent not consummated prior to the Closing) and contribute the proceeds of the Equity Financing to NewCo (by wire transfer of immediately available funds to the account designated in writing by NewCo to Investor) as payment of the Estimated Subscription Price.
(d) NewCo and AT&T shall execute and deliver counterparts of a promissory note in the form set forth in Exhibit I (the “Promissory Note”) pursuant to which NewCo shall lend to AT&T Inc., and AT&T Inc. shall borrow from NewCo, an amount equal to the Estimated Subscription Price. Pursuant to the Promissory Note, NewCo shall distribute to AT&T Inc. (by wire transfer of immediately available funds to the account designated in writing by AT&T Inc. to NewCo) an amount in cash equal to the Estimated Subscription Price.
(e) NewCo shall issue to Investor, and Investor shall subscribe for and accept from NewCo, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act).
(f) NewCo shall issue to AT&T HoldCo, and AT&T HoldCo shall subscribe for and accept from NewCo, the Junior Preferred Units and Common Catch-Up Units, free and clear of all Encumbrances (other than any transf...
Closing Actions. On the Closing Date, the following actions (the "Closing") shall be taken:
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. 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.