Closing Actions and Deliveries. (a) Exchange of Certificates Representing Company Capital Stock at Closing.
(i) At the Closing, the Stockholders shall deliver to AvantGo Certificates representing each of the issued and outstanding shares of Company Capital Stock, duly endorsed for transfer or with valid stock powers attached, together with a Stockholder Representation Statement in the form attached hereto as Exhibit C (a "Rep. Letter"), duly executed and completed in --------- ----------- accordance with the instructions thereto, in exchange for shares of AvantGo Stock. At the Closing, immediately following the surrender of the Certificates representing shares of Company Capital Stock, each holder of the shares represented by such Certificates shall receive a Certificate representing the shares of AvantGo Stock to which such holder is entitled pursuant to Section 1.4(a) hereof, which Certificate shall be issued in such holder's name, and shall also receive cash payable in lieu of any fractional shares, after giving effect to any required withholding tax and less any shares subject to vesting pursuant to the Employment Agreements and less the number of shares of AvantGo Stock required to be deposited by such Stockholder into the Escrow pursuant to the terms of Section 1.4 hereof.
(ii) As of the Effective Time, AvantGo shall deposit or cause to be deposited with the Escrow Agent Certificates (issued in the name of the Escrow Agent or its nominee) representing the AvantGo Stock deposited in the Escrow ("Escrow Shares"), as described in Section 1.4(b), for the purpose of ------------- securing the indemnification obligations of the Stockholders set forth in this Agreement and the Escrow Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof and shall be disbursed in accordance with the terms of the Escrow Agreement. The adoption of this Agreement and the approval of the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow and the decision of the Stockholders' Representative (as defined in the Escrow Agreement) being binding on behalf of each Stockholder with respect to the subject matter of the Escrow Agreement and for the purpose of the taking of any and all actions and the making of any decisions required or permitted to be taken or made by them under the Escrow Agreement.
(iii) No...
Closing Actions and Deliveries. Upon the terms and subject to the ------------------------------ satisfaction or waiver by the appropriate party, if applicable, of the conditions set forth in Article VII, to effect the purchase and sale of the Purchased Assets and the payment of the Purchase Price in consideration therefor, the parties shall on the Closing Date take the following actions:
Closing Actions and Deliveries. At the Closing, the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into (i) the Ancillary Agreements to which it is contemplated that they will be parties, to the extent such agreements have not yet been entered into (except as otherwise provided in the Real Estate Agreements Term Sheet), and (ii) instruments of assignment and assumption effecting the transfer of the Assets and the Assigned Intellectual Property from the Sellers to the Purchaser or the Designated Purchaser(s), as applicable;
(a) At the Closing the Sellers shall deliver to the Purchaser, (x) in the case of a Seller that is a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate of non-foreign status in accordance with Section 1445 of the Code and applicable Treasury Regulations, or (y) in the case of a Seller that is not a “United States person” within the meaning of Section 7701 of the Code and applicable Treasury Regulations, a duly executed certificate certifying that none of the Assets transferred or assigned to the Purchaser or a Designated Purchaser pursuant to this Agreement by such Seller constitute a “United States real property interest” within the meaning of Section 1445 of the Code and applicable Treasury Regulations;
(b) At the Closing, the Purchaser shall deliver or cause to be delivered:
(i) to the Sellers, an amount equal to the Estimated Purchase Price, less the Working Capital Escrow Amount, by wire transfer in immediately available funds to an account or accounts designated by the Main Sellers in a written notice to the Purchaser at least two (2) Business Days prior to the Closing Date;
(ii) to the Escrow Agent, an amount equal to the Working Capital Escrow Amount; and
(iii) to the Main Sellers, a duly executed certificate of an executive officer of the Purchaser certifying the fulfillment of the conditions set forth in Section 8.2.
(c) At the Closing, NNI shall deliver or cause to be delivered:
(i) an updated Section 4.11(b) of the Sellers Disclosure Schedule (if applicable), dated as of a date no earlier than three (3) days prior to the Closing; and
(ii) a duly executed certificate of an executive officer of NNI certifying the fulfillment of the conditions set forth in Section 8.3.
(d) At the Closing, each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to ef...
Closing Actions and Deliveries. (a) On or prior to the Closing Date, the Company and/or Stockholder Representative shall have taken the following actions and/or delivered, or cause to be delivered, the following documents and instruments to Parent:
(i) a calculation of the Estimated Adjustment Amount, in the form of Exhibit D attached hereto and in accordance with Section 3.4;
(ii) all corporate, accounting, business and Tax records of the Company;
(iii) a legal opinion from Xxxxxxx Xxxxxx & Xxxx, Chartered, counsel to the Company, in the form set forth on Exhibit F;
(iv) all waivers, consents and approvals from third parties and Governmental Authorities necessary for the transfer of the contracts set forth on Exhibit G attached hereto, or necessary for the consummation of the Merger and the transactions contemplated hereby, shall have been obtained and be in effect at the Closing Date;
(v) a certificate, dated as of the Closing Date, executed by an executive officer of the Company, confirming the matters set forth in Sections 7.2(a) and (b);
(vi) a certificate, dated as of the Closing Date, executed by the secretary of the Company, in accordance with the provisions of Section 7.2(c)(ii);
(vii) an executed certificate, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware and of comparable authority in other jurisdictions in which the Company or its Subsidiaries are incorporated or qualified to do business, establishing that each is a validly existing corporation in good standing to transact business;
(viii) an estoppel certificate, executed by each of the landlords of the leased Business Facilities listed on Exhibit H attached hereto, in accordance with the provisions of Section 7.2(i);
(ix) executed releases, in a form acceptable to Parent, from each of the directors and officers of the Company and each of its Subsidiaries, effective as of the Effective Time, releasing Parent and its Affiliates from all claims of such director or officer relating to any agreement or other understanding with respect to the appointment, employment or other retention of such director or officer (the “Releases”);
(x) the Resignations that have been executed and delivered to the Company prior to the Effective Time;
(xi) a file-stamped copy (from the Delaware Secretary of State) of the amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) attached hereto as Exhibit B;
(xii) the executed Escrow Agreement in the form set forth on Exhibit I;
(xiii) all e...
Closing Actions and Deliveries. All actions to be taken and all documents to be executed and delivered in connection with the consummation of the transactions provided for herein shall be in form and substance agreed upon by the Parties and their respective counsel. All actions to be taken and all documents to be executed and delivered by the Parties at the Closing shall be deemed to have been taken and executed simultaneously, and no action shall be deemed taken nor any document executed and delivered until all have been taken, executed and delivered.
Closing Actions and Deliveries. 11 3.3. Closing Costs; Taxes and Fees..................................................... 11 ARTICLE IV
Closing Actions and Deliveries. At the Closing:
(a) the Sellers and the Purchaser shall, and the Purchaser shall cause the Designated Purchasers to, enter into the Ancillary Agreements to which it is contemplated that they will be parties, respectively, to the extent such agreements have not yet been entered into (except, with respect to Real Estate Agreements, as otherwise provided in the Real Estate Terms and Conditions) and subject to Section 5.25;
(b) the Purchaser shall deliver or cause to be delivered (i) to the Distribution Agent, an amount in cash equal to the Base Cash Purchase Price (as adjusted in accordance with Sections 2.2.2 and 2.2.3) less the Escrow Amount by wire transfer in immediately available funds to an account or accounts designated at least two (2) Business Days prior to the Closing Date by the Distribution Agent in a written notice to the Purchaser, (ii) to the Escrow Agent, an amount equal to the Escrow Amount to be held and disbursed in accordance with the Escrow Agreement, this Agreement and the Carling Property Lease Agreements, (iii) as directed by the Sellers, the amount owing pursuant to Section 4(a)(ii) of the Transition Services Agreement, and (iv) subject to Section 2.2.7, to the Distribution Agent one or more stock certificates representing the Shares issued to the Distribution Agent;
(c) immediately following delivery of the amount described in Section 2.3.2(b), at the Closing the Sellers shall deliver or cause to be delivered to the Escrow Agent by wire transfer of immediately available funds, an amount equal to the Transition Services Escrow Amount to be held and disbursed in accordance with the Escrow Agreement, this Agreement and the Transition Services Agreement; and
(d) each Party shall deliver, or cause to be delivered, to the other any other documents reasonably requested by such other Party in order to effect, or evidence the consummation of, the transactions contemplated herein.
Closing Actions and Deliveries. At Closing: • the Primary Parties shall enter and shall cause the other Designated Sellers and the other Designated Purchasers, as the case may be, and the Seller shall cause Guangdong Nortel Telecommunications Equipment Co. and, subject to Section 10.7, LG-Nortel Co. Ltd. to enter into the Ancillary Agreements to which they are parties respectively, to the extent such agreements have not yet been entered into, and perform their respective obligations to be performed under the Ancillary Agreements; • each Primary Party shall deliver copies of the resolutions of its board of directors or other equivalent bodies and that, where legally required or expressly provided for in the by-laws of the concerned Designated Seller and Purchaser, of the Designated Sellers and the Designated Purchasers authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements; • the Seller shall cause NN SA to deliver to the Purchaser a duly executed share transfer form showing the transfer, to the Designated Purchaser for France, of the Shares; • the Purchaser shall deliver to the Seller the Promissory Note duly executed; and • the Purchaser shall deliver, or cause to be delivered, to the Seller and the other relevant Designated Sellers, and the Seller shall deliver, or cause to be delivered, to the Purchaser and the other relevant Designated Purchasers, all documents specifically required by the Transaction Documents or applicable Law (it being understood, however, that such instruments shall not require the Purchaser, the other Designated Purchasers, the Seller, the other Designated Sellers or any other Person to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement or the relevant Local Asset Sale Agreement).
Closing Actions and Deliveries. The Sanitary District shall have taken the actions, and delivered the items described in Section 11.03, including all required approvals for the conveyance of the Assets and the transfers of the Liabilities.
Closing Actions and Deliveries. Leland shall have taken the actions and delivered the items described in Section 11.02, including all required approvals for the conveyance of the Assets and the transfers of the Liabilities.
