Closing Actions and Deliveries Sample Clauses
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 parties, if applicable, of the conditions set forth in Article VII, to effect the purchase and sale of the Securities and consummate the other Transactions, the parties shall on the Closing Date take the following actions:
Closing Actions and Deliveries. At the Closing:
(a) The Purchaser shall deliver:
(i) to the Distribution Agent, as distribution agent for the Sellers and the EMEA Sellers, an amount equal to:
(A) the Estimated Purchase Price (minus the sum of (i) the amount of cash in the Good Faith Deposit Escrow Account (including any actual earnings thereon) and (ii) the Escrow Amount); plus
(B) any accrued Delay Fee that shall not yet have been paid to the Escrow Agent in the form of Delay Fee Payments pursuant to Section 2.2.1(c), by wire transfer in immediately available funds to an account or accounts designated at least two Business Days prior to the Closing Date by the Distribution Agent in a written notice to the Purchaser; and
(ii) to the Escrow Agent, an aggregate amount equal to the Escrow Amount, by wire transfer in immediately available funds as follows:
(A) the EMEA Employment Escrow Amount shall be wired to the EMEA Employment Escrow Account;
(B) the Holdback Escrow Amount shall be wired to the Holdback Escrow Account;
(C) the Purchase Price Adjustment Escrow Amount shall be wired to the Purchase Price Adjustment Escrow Account;
(D) the Accrued Cash-Out Vacation Escrow Amount shall be wired to the Accrued Cash-Out Vacation Escrow Account; and
(E) the French Tax Escrow Amount shall be wired to the French Tax Escrow Account;
(b) NNL, NNI and NNUK and the Purchaser shall cause the Escrow Agent to deliver to the Distribution Agent (as agent for the Sellers and the EMEA Sellers) all amounts of cash held by the Escrow Agent in the Delay Fee Escrow Account and the Good Faith Deposit Escrow Account (including actual earnings thereon) by wire transfer in immediately available funds to an account or accounts designated at least two Business Days prior to the Closing Date by the Distribution Agent in a written notice to NNL, NNI and NNUK and the Purchaser;
(c) NNI shall deliver or cause to be delivered to the Purchaser evidence reasonably satisfactory to the Purchaser of the sale and transfer at the Closing of the Shares to the Purchaser (or the relevant Designated Purchaser as provided hereunder);
(d) if requested by the Purchaser in writing at least fifteen (15) Business Days prior to the Closing Date (i) the Sellers shall deliver letters of resignations, in a form reasonably acceptable to the Purchaser, from each director and officer of DiamondWare listed in Section 2.3.2(d) of the Sellers Disclosure Schedule and (ii) if the Purchaser determines that the Proxy Agreement will not remain in place ...
Closing Actions and Deliveries. Upon the terms and subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the appropriate party of the conditions set forth in Article VII, the parties shall take the following actions on the Closing Date:
(a) USCC shall, or shall cause the applicable USCC Affiliate to, execute and deliver to ALLTEL:
(i) one or more instruments of assignment and assumption of the ALLTEL Newco Interests in the form attached hereto as Exhibit A-1 (collectively, the “ALLTEL Assignment and Assumption”);
(ii) one or more instruments of assignment and assumption of the USCC Newco Interests in the form attached hereto as Exhibit A-2 (collectively, the “USCC Assignment and Assumption”), together with a certificate or certificates representing 100 percent of the USCC Newco Interests (to the extent such Newco Interests are represented in certificated form);
(iii) a resignation from each of the managers, directors and officers of USCC Newco;
(iv) the original minute book, stock transfer book, corporate seal and other corporate records of USCC Newco, which shall include true, correct and complete copies of certificate of formation and the limited liability company operating agreement or other applicable organizational documents (and all amendments, supplements and modifications thereto) and the minutes of meetings of directors, members or managers;
(v) evidence that USCC has made the Cash Payment, as adjusted pursuant to Section 1.03, by wire transfer to an account designated by ALLTEL or by other delivery of immediately available funds;
(vi) with respect to USCC or any Affiliate who holds the USCC Newco Interests at Closing, a FIRPTA certificate as required by Section 1445 of the Code, and any other similar certificates or documents required by state law; and
(vii) the certificates and other documents required to be delivered by USCC at or prior to Closing under Section 7.01.
(b) ALLTEL shall, or shall cause the applicable ALLTEL Affiliate to, execute and deliver to USCC:
(i) the ALLTEL Assignment and Assumption, together with a certificate or certificates representing 100 percent of the ALLTEL Newco Interests (to the extent such Newco Interests are represented in certificated form);
(ii) the USCC Assignment and Assumption;
(iii) a resignation from each of the managers, directors and officers of ALLTEL Newco;
(iv) the original minute book, stock transfer book, corporate seal and other corporate records of ALLTEL Newco, which shall include true, correct a...
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 reasonably satisfactory in form and substance to 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. 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
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. At the closing of any sale of Membership Interests contemplated by this Section 3.6, each Member that is selling its Membership Interests shall deliver to the Member purchasing such Membership Interests (or its designee(s)) an assignment certificate for its Membership Interest in favor of the purchasing Member and a letter of resignation of each Manager designated to the Board by such selling Member, and the purchasing Member shall deliver to each selling Member the applicable Call Purchase Price by wire transfer of immediately available funds.
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.
Closing Actions and Deliveries. 6 ARTICLE III COVENANTS