Closing Actions and Deliverables. At the Closing, and contingent thereon, the Parties shall deliver, and shall undertake such actions as to accomplish, the following:
Closing Actions and Deliverables. (a) At least five (5) Business Days prior to the Closing Date, Xxxxxxxxxx shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Shares, and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, for the portion of the Merger Consideration issuable in respect of such Company Share pursuant to Section 2.1(b)(vii), and on the terms and subject to the other conditions set forth in this Agreement.
Closing Actions and Deliverables. (a) At least five (5) Business Days prior to the Closing Date, SPAC shall appoint and engage Continental Stock Transfer & Trust Company as exchange agent (the “Exchange Agent”) for the purpose of exchanging Certificates, if any, representing the Company Shares, and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, for the portion of the Merger Consideration issuable in respect of such Company Share pursuant to Section 2.1(a)(vii), and on the terms and subject to the other conditions set forth in this Agreement.
Closing Actions and Deliverables. At the Closing the following shall occur simultaneously:
Closing Actions and Deliverables. 7.3.1 On Closing, Seller shall:
Closing Actions and Deliverables. (a) At the Closing, the Buyer shall (i) pay the amounts as specified in accordance with Section 2.6 and (ii) deliver a counterpart of each of the Ancillary Agreements, executed by Buyer and any of its Affiliates that is a party thereto.
Closing Actions and Deliverables. (a) At least three (3) Business Days prior to the Closing Date, CPUH shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company shall be deemed to be acceptable to the Company) and enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging (i) Company Certificates, if any, representing the Company Shares, and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Intermediate Merger Effective Time, in each case for the portion of the Aggregate Intermediate Merger Closing Merger Consideration issuable in respect of such Company Shares pursuant to Section 2.1(a)(xv), and on the terms and subject to the other conditions set forth in this Agreement and (ii) CPUH Certificates, if any, representing the Class A Common Stock, and each share of Class A Common Stock held in book-entry form on the stock transfer books of CPUH immediately prior to the CPUH Merger Effective Time, in each case for the portion of the CPUH Merger Consideration issuable in respect of such shares of Class A Common Stock held pursuant to Section 2.1(a)(xi), and on the terms and subject to the other conditions set forth in this Agreement.
Closing Actions and Deliverables. In connection with any transfer pursuant to this Section 2.5, the First Refusal Seller shall, with respect to herself, himself or itself, or any Person within her, his or its control, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary or advisable to expeditiously consummate and make effective such transfer and any related transactions, including: executing, acknowledging and delivering any purchase agreement, which shall include customary representations and warranties, and any consents, assignments and other documents or instruments reasonably required to consummate the proposed transfer to such proposed purchaser; filing any required applications, reports, returns, filings and other documents or instruments with Governmental Authorities (including in respect of HSR); bearing all of its own costs and expenses incurred in connection with such transfer; and otherwise reasonably cooperating with the purchaser. At the closing, the First Refusal Seller shall deliver to the purchaser the certificates evidencing the Common Shares to be sold by such First Refusal Seller, duly endorsed in blank by the Person(s) in whose name the certificate is issued or accompanied by a duly executed instrument of assignment separate from the certificate, in each case with signature guaranteed, free and clear of any liens or encumbrances, and with any stock (or equivalent) transfer tax stamps affixed, against delivery of the applicable consideration in cash and/or cash equivalents.
Closing Actions and Deliverables
