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Common use of Closing Actions Clause in Contracts

Closing Actions. On the Scheduled Closing Date, the Parties shall take the following actions ("Closing Actions") simultaneously (Zug um Zug): 9.2.1 The Purchaser shall (a) Upon request of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account to be specified in the Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager to be specified by Seller 1; (c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) The remainder of the Purchase Price into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Closing Date, or (ii) should (i) not be the case, describe in reasonable details any Breach of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser duly executed resignation letters of the members of the advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies of the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company to the Commercial Register of the local court of Würzburg.

Appears in 1 contract

Samples: Share Purchase Agreement (KAMAN Corp)

Closing Actions. On the Scheduled Closing Date, the Parties shall take Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, the following actions ("Closing Actions"as set forth in Section 10.2(a) to 10.2(h) simultaneously (Zug um Zug):) in the sequence as set out below (the “Closing Actions”), provided that the documents to be exchanged in fulfillment of the Closing Actions are physically available to the legal advisors of the Parties on the Scheduled Closing Date at the place at which the Closing shall take place and those documents, of which agreed form versions are attached to this Agreement, are substantially in the form as attached hereto: 9.2.1 (i) The Purchaser shall (a) Upon request of the Sellers shall pay the Pay-off Amount set forth in Clause 4.1(b) directly an amount equal to the Lenders into an account to be specified in the Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager to be specified by Seller 1; (c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) The remainder of the Preliminary Purchase Price into the Seller 1 Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1.; 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Closing Date, or (ii) should (i) not be The Purchaser shall pay the case, describe in reasonable details any Breach Bank Repayment Amount on behalf of the relevant Sellers' Guarantee.Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account; 9.2.3 (iii) The Sellers shall deliver to Purchaser duly executed resignation letters of the members of the advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers Seller and the Purchaser shall execute the Escrow Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c); (iv) The Seller shall deliver the Shareholder Loan Termination Agreement and to the Purchaser; (v) The Seller shall instruct the Escrow Agent deliver to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred.duly executed Advisory Board Resignation Letters for each of [***]; 9.2.6 (vi) The Purchaser shall deliver to Sellers 2 procure that the Shareholders’ Resolution exocad Group GmbH is passed; (vii) The Purchaser shall pass the Shareholders’ Resolution Company; and (viii) The Purchaser shall, and 3 signed copies of shall cause the letter attached in Schedule 9.2.6 in draft formrespective Group Companies to, pass the Shareholders’ Resolutions Subsidiaries. 9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company to the Commercial Register of the local court of Würzburg.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Align Technology Inc)

Closing Actions. The consummation of the Transaction ("CLOSING") shall take place six (6) Business Days after the Closing Condition has been fulfilled at the offices of Freshfields Bruckhaus Xxxxxxxx, Xxxxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx, starting at 9.00 a.m., or at such place, day and time as agreed between the Parties ("CLOSING DATE"). On the Scheduled Closing DateDate and subject to Sections 2.4 and 5.9, the Parties shall take take, or cause to be taken, the following actions ("Closing ActionsCLOSING ACTIONS") which shall be taken in the order set forth below and which shall be deemed to have been taken simultaneously (Zug um Zug): 9.2.1 The Purchaser shall (a) Upon request of the Sellers 5.4.1 Purchasers shall pay the Pay-off Payment Amount set forth and the Purchase Price Interest (minus the Down Payment, if already paid in Clause 4.1(b) directly to accordance with Section 4.3a, and minus the Lenders into an account to be specified in the Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager to be specified by Seller 1; (c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) The remainder portion of the Purchase Price into attributed to the Krugg Seller 1 Account. Such payments and their exemplary amounts as per Shares in accordance with Exhibit 4.4 ("RETAINED KRUGG PURCHASE PRICE") if the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as provisions of Closing, after review by the Sellers Section 5.9 apply in respect of the Sellers Guarantees and due inquiry Krugg Seller Shares) in immediately available funds free of any charges, taxes or other deductions by wire transfer to Sellers' Account; 5.4.2 Purchasers shall pay the Holdback Escrow Amount (minus the amount allocated to the Krugg Seller liability set forth in Exhibit 8.5 ("RETAINED KRUGG ESCROW AMOUNT") if the provisions of Section 5.9 apply in respect of the Management Krugg Seller Shares) in immediately available funds free of any charges, taxes or other deductions by wire transfer to the Company, that the Sellers Guarantees which are given Escrow Agent's account as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Closing Date, or (ii) should (i) not be the case, describe set forth in reasonable details any Breach of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser duly executed resignation letters of the members of the advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies of the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company to the Commercial Register of the local court of Würzburg.("ESCROW ACCOUNT");

Appears in 1 contract

Samples: Sale and Purchase Agreement (Schein Henry Inc)

Closing Actions. On Subject to the Scheduled Closing Date, the Parties shall take the following actions ("Closing Actions") simultaneously (Zug um Zug): 9.2.1 The Purchaser shallterms of this Agreement, (a) Upon request at the First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller by wire transfer to such account previously specified by the Seller; (ii) the Seller is delivering a Convertible Note in the face amount of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly First Closing Purchase Price to the Lenders into Purchaser; (iii) the Seller is delivering to each of Presencia and PVI Holding a check in the amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (iv) the Purchaser and PVI Holding are delivering to each other an account intercreditor agreement (the "Intercreditor Agreement"); (v) the Seller and Cablevision are delivering to each other an amendment to the Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the "Option Agreement"); (vi) the Seller and Cablevision are delivering to each other an amendment to the Proprietary Information Escrow Agreement by and among the Seller, Cablevision and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (vii) the Seller and each of Xxxxx Xxxx and Xxxxxxx Xxxxxxxx are delivering to each other employment and stock option agreements; (viii) the Seller is delivering to PVI Holding an amended and restated convertible promissory note against delivery by PVI Holding of the Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller (the "Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent required under the Stock Purchase Agreement or the PVI Holding Note Purchase Agreement, including without limitation its waiver of its rights pursuant to Section 6.2 of the Stock Purchase Agreement as such rights relate to the issuance of shares of common stock upon exercise of the warrant described in Section 2.4(d)(vi) that may be delivered in connection with the Fourth Closing; (x) the Seller is delivering to the Purchaser an opinion of the Seller's counsel in a form as agreed to by the parties; (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents; (xii) the Seller and the parties to the Reorganization Agreement are delivering to each other an amendment thereto and their consent to the transactions contemplated hereby; (xiii) Cablevision is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent required under the Option Agreement; and (xiv) following its receipt of the First Closing Purchase Price, the Seller is delivering to Presencia $150,000 to be specified applied to the principal amounts outstanding as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Release Letter,Consultant Services Agreement) for 2001. (b) Upon request at the Second Closing: (i) Purchaser will deliver an amount equal to the Second Closing Purchase Price by wire transfer to such account previously specified by the Seller: (ii) the Seller will deliver a Convertible Note in the aggregate principal amount of the Sellers pay Second Closing Purchase Price to the Pay-off Amount II set forth in Clause 2.4.4 into an account Purchaser; (iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the former manager Seller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents; and (iv) the Seller will deliver to be specified by Seller 1;the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing. (c) Make at the payment into Third Closing, subject to Presencia's delivery of an Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to the Escrow Account pursuant extent it is not already a party to Clause 4.4.1(bthis Agreement and the Intercreditor Agreement, each Purchaser will deliver a joinder agreement in the form attached hereto as Annex B; (ii) each Purchaser will deliver an amount equal to the face amount of the Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Third Closing Purchase Price at the Third Closing; (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Third Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to Presencia amended Presencia Warrant Certificates (the "Amended Presencia Warrant Certificates") against delivery of the Presencia Warrant Certificates; (v) the Seller will deliver to PVI Holding warrants to purchase 2,658 and 106,329 shares of the Seller's common stock substantially in the form of the Special Warrants, as amended; (vi) following its receipt of the Third Closing Purchase Price, the Seller will deliver to Presencia an amount equal to the excess of $300,645 plus accrued interest, if any, over $150,000, on account of amounts accrued as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (dviii) The remainder the Seller will deliver to the Purchasers an opinion of the Purchase Price into Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither Xxxxx Xxxx nor Xxxxxxx Xxxxxxxx is then serving as a co-CEO of the Seller 1 Account. Such payments (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and their exemplary amounts as per PVI Holding a certificate executed by one of its officers stating that the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review representations and warranties made by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which Seller in Section 4 hereof are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; and (x) the Seller will deliver to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents. (d) at the Fourth Closing, subject to Presencia's delivery of an Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to the extent it is not already a party to this Agreement and the Intercreditor Agreement, each Purchaser will deliver a joinder agreement in the form attached hereto as Annex B; (ii) should (i) not be each Purchaser will deliver an amount equal to the case, describe in reasonable details any Breach face amount of the relevant Sellers' Guarantee.Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Fourth Closing Purchase Price at the Fourth Closing; 9.2.3 The Sellers shall (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Fourth Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to the Purchaser duly a certificate, executed resignation letters on behalf of the members Seller by its Secretary, dated as of the advisory board Fourth Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents; (Beiratv) the Seller will deliver to the Purchasers an opinion of Verwaltungsgesellschaft and Reinfurt KG.the Seller's counsel in substantially the form delivered at the First Closing; 9.2.4 If not already done prior (vi) if neither Xxxxx Xxxx nor Xxxxxxx Xxxxxxxx is then serving as a co-CEO of the Seller (or as the sole CEO if one of them shall cease to Closingso serve), the Sellers Seller shall have delivered to the Purchasers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately PVI Holding a certificate executed by one of its officers stating that the Shareholder Loans have representations and warranties made by the Seller in Section 4 hereof are true and correct as of the Fourth Closing Date with the same force and effect as if they had been transferred.made on and as of said date; and 9.2.6 The Purchaser shall (vii) if Presencia requests, the Seller will deliver to Sellers 2 and 3 signed copies one or more of the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct the officiating notary Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than Xxxxxxx Xxxx, Xxxxx Xxxx or Xxxxxxx Xxxxxxxx) warrants to file the updated shareholder list purchase up to an aggregate of 100,000 shares of the Company to Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the Commercial Register form of the local court of WürzburgAmended Presencia Warrant Certificates."

Appears in 1 contract

Samples: Note Purchase and Security Agreement (Princeton Video Image Inc)

Closing Actions. On Subject to the Scheduled Closing Date, the Parties shall take the following actions ("Closing Actions") simultaneously (Zug um Zug): 9.2.1 The Purchaser shallterms of this Agreement, (a) Upon request at the First Closing, (i) the Purchaser is delivering the First Closing Purchase Price in the amount of $1,500,000 to the Seller by wire transfer to such account previously specified by the Seller; (ii) the Seller is delivering a Convertible Note in the face amount of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly First Closing Purchase Price to the Lenders into Purchaser; (iii) the Seller is delivering to each of Presencia and PVI Holding a check in the amount of $25,000 payable to it in immediately available funds for the reimbursement of fees and expenses described in Section 19 hereof. (iv) the Purchaser and PVI Holding are delivering to each other an account intercreditor agreement (the "Intercreditor Agreement"); (v) the Seller and Cablevision are delivering to each other an amendment to the Option Agreement by and between the Seller and Cablevision dated as of June 25, 2002 (the "Option Agreement"); (vi) the Seller and Cablevision are delivering to each other an amendment to the Proprietary Information Escrow Agreement by and among the Seller, Cablevision and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated as of June 25, 2002 (the "Escrow Agreement"); (vii) the Seller and each of Xxxxx Xxxx and Xxxxxxx Xxxxxxxx are delivering to each other employment and stock option agreements; (viii) the Seller is delivering to PVI Holding an amended and restated convertible promissory note against delivery by PVI Holding of the Convertible Promissory Note dated as of June 25, 2002 previously issued to PVI Holding by the Seller (the "Amended and Restated PVI Holding Note"); (ix) PVI Holding is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent required under the Stock Purchase Agreement or the PVI Holding Note Purchase Agreement, including without limitation its waiver of its rights pursuant to Section 6.2 of the Stock Purchase Agreement as such rights relate to the issuance of shares of common stock upon exercise of the warrant described in Section 2.4(c)(x) that may be delivered in connection with the Third Closing; (x) the Seller is delivering to the Purchaser an opinion of the Seller's counsel in a form as agreed to by the parties; (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Closing Date, certifying the resolutions of the Seller's Board approving the transactions contemplated by this Agreement and the other Transaction Documents; (xii) the Seller and the parties to the Reorganization Agreement are delivering to each other an amendment thereto and their consent to the transactions contemplated hereby; (xiii) Cablevision is delivering to the Seller its waiver and consent with respect to the transactions contemplated hereunder to the extent required under the Option Agreement; and (xiv) following its receipt of the First Closing Purchase Price, the Seller is delivering to Presencia $150,000 to be specified applied to the principal amounts outstanding as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Release Letter,Consultant Services Agreement) for 2001. (b) Upon request at the Second Closing: (i) Purchaser will deliver an amount equal to the Second Closing Purchase Price by wire transfer to such account previously specified by the Seller: (ii) the Seller will deliver a Convertible Note in the aggregate principal amount of the Sellers pay Second Closing Purchase Price to the Pay-off Amount II set forth in Clause 2.4.4 into an account Purchaser; (iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the former manager Seller by its Secretary, dated as of the Second Closing Date, certifying the resolutions of the Seller's Board and any duly authorized committee thereof, approving the transactions contemplated by this Agreement and the other Transaction Documents; and (iv) the Seller will deliver to be specified by Seller 1;the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing. (c) Make at the payment into Third Closing, subject to Presencia's delivery of the Escrow Account pursuant Election Notice, which shall be in Presencia's sole discretion, and PVI Holding's approval of Presencia's designee(s) (if any) designated therein, which approval will not be unreasonably withheld or delayed: (i) to Clause 4.4.1(bthe extent it is not already a party to this Agreement and the Intercreditor Agreement, each Purchaser will deliver a joinder agreement in the form attached hereto as Annex B; (ii) each Purchaser will deliver an amount equal to the face amount of the Convertible Note to be issued to it to the Seller by wire transfer to such account previously specified by the Seller, it being agreed that the Purchasers will deliver an aggregate amount equal to the Third Closing Purchase Price at the Third Closing; (iii) the Seller will deliver Convertible Notes in the aggregate principal amount of the Third Closing Purchase Price to the Purchasers; (iv) the Seller will deliver to Presencia amended Presencia Warrant Certificates (the "Amended Presencia Warrant Certificates") against delivery of the Presencia Warrant Certificates; (v) the Seller will deliver to PVI Holding warrants to purchase 2,658 and 106,329 shares of the Seller's common stock substantially in the form of the Special Warrants, as amended; (vi) following its receipt of the Third Closing Purchase Price, the Seller will deliver to Presencia an amount equal to the excess of $300,645 plus accrued interest, if any, over $150,000, on account of amounts accrued as of the date of such closing with respect to the Contingent Service Fee (as such term is defined in the Consultant Services Agreement) for 2001; (vii) the Seller and PVI Holding will deliver to each other an amendment to the Stock Purchase Agreement in the form attached hereto as Exhibit 2.4(b)(vii); (dviii) The remainder the Seller will deliver to the Purchasers an opinion of the Purchase Price into Seller's counsel in substantially the form delivered at the First Closing; (ix) if neither Xxxxx Xxxx nor Xxxxxxx Xxxxxxxx is then serving as a co-CEO of the Seller 1 Account. Such payments (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and their exemplary amounts as per PVI Holding a certificate executed by one of its officers stating that the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review representations and warranties made by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which Seller in Section 4 hereof are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Third Closing Date with the same force and effect as if they had been made on and as of said date; (x) if Presencia requests, the Seller will deliver to one or more of the Purchasers who are Presencia's designees (including, without limitation, directors, officers and direct or indirect shareholders of Presencia, other than Xxxxxxx Xxxx, Xxxxx Xxxx or Xxxxxxx Xxxxxxxx) warrants to purchase up to an aggregate of 100,000 shares of the Seller's common stock at an exercise price of $1.50 per share and with a term of four (4) years, substantially in the form of the Amended Presencia Warrant Certificates; and (xi) the Seller is delivering to the Purchaser a certificate, executed on behalf of the Seller by its Secretary, dated as of the Third Closing Date, or (ii) should (i) not be certifying the case, describe in reasonable details any Breach resolutions of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser duly executed resignation letters of Seller's Board approving the members of the advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers transactions contemplated by this Agreement and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreementother Transaction Documents. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies of the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company to the Commercial Register of the local court of Würzburg."

Appears in 1 contract

Samples: Note Purchase and Security Agreement (Princeton Video Image Inc)

Closing Actions. On the Scheduled Closing Date, and subject to the Parties Seller having delivered to the Purchaser the Total Purchase Price Notification, the Bank Repayment Amount Notification and a pdf-copy of the executed Release Letter in accordance with this Agreement, the Seller and the Purchaser (as the case may be) shall take take, or cause to be taken, the following actions ("Closing Actions") simultaneously concurrently (Zug um Zug) (the “Closing Actions”): 9.2.1 The Purchaser shall (a) Upon request Unless this has already occurred prior to the Scheduled Closing Date, the Seller shall deliver to the Purchaser a copy of the Sellers pay Paying Agent Agreement in written form executed by all parties thereto other than the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account to be specified in the Release Letter,Purchaser; (b) Upon request of The Purchaser shall pay an amount equal to the Sellers pay Total Purchase Price into the Pay-off Amount II set forth in Clause 2.4.4 into an account of Seller’s Account and such amount shall be credited to the former manager to be specified by Seller 1Seller’s Account; (c) Make The Purchaser shall pay an amount equal to the payment Bank Repayment Amount on behalf of the relevant Group Companies into the Escrow Finance Parties’ Bank Account pursuant and the Bank Repayment Amount shall be finally credited to Clause 4.4.1(b)the Finance Parties’ Account; (d) The remainder of the Purchase Price into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Closing Date, or (ii) should (i) not be the case, describe in reasonable details any Breach of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to the Purchaser duly executed resignation letters a copy of the members executed Upstream Loan Termination Agreement; (e) The Seller shall deliver to the Purchaser copies of the advisory board executed Advisory Board Termination Documentation; and (Beiratf) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 the Seller evidence that any directors & officers insurance which existed up and 3 signed copies until the Scheduled Closing Date for the benefit of the letter attached any Indemnified Person has been updated for a run-off period of six (6) years following Closing in Schedule 9.2.6 a way to secure that potential claims against an Indemnified Person based on acts or omissions up to and until Closing are covered in draft formaccordance and subject to Section 14.1(b). 9.2.7 The Parties shall instruct the officiating notary to file the updated shareholder list of the Company to the Commercial Register of the local court of Würzburg.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Trimble Inc.)

Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled Closing Date, the Parties shall take the following actions ("Closing Actions") simultaneously (Zug um Zug): 9.2.1 The Purchaser shall (a) Upon request sale and purchase of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account EVC Shares to be specified in completed that all the Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager below actions to be specified by Seller 1; (c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) The remainder of the Purchase Price into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of Closing, after review by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of carried out on the Closing Date pursuant to Section 10this Clause 3.2, either 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) continue to be true and correct as 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) should 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) not be the case, describe in reasonable details any Breach resignation of the relevant Sellers' Guarantee.current Board members of the Company, (ii) appointment of new management body; 9.2.3 The Sellers shall deliver to Purchaser duly executed (vi) delivery by the Seller of resignation letters of duly signed by the members of the advisory board Board of Directors and secretary of the Company; (Beiratvii) delivery by the Buyers of Verwaltungsgesellschaft and Reinfurt KG.discharge letters for the benefit of the director(s) undertaking, in the absence of fraud or gross negligence, not to bring any direct action against them for any past action in their condition as director in relation to the management of the Company; and 9.2.4 If not already done prior to Closing, (viii) the Sellers Parties shall terminate the Transaction Documents and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser shall deliver to Sellers 2 and 3 signed copies cancellation of the letter attached in Schedule 9.2.6 in draft form. 9.2.7 The Parties shall instruct Option rights over the officiating notary to file the updated shareholder list shares of the Company to shall be recorded in the Commercial Register Company’s Registry Book of the local court of WürzburgShareholders.

Appears in 1 contract

Samples: Share Purchase Agreement (Entravision Communications Corp)

Closing Actions. On the Scheduled Closing Date, the Parties shall take take, or if applicable, cause to be taken, concurrently (Zug um Zug) the following actions ("the “Closing Actions") simultaneously (Zug um Zug):”), in each case if not already taken before in accordance with this Agreement: 9.2.1 The Purchaser shall (a) Upon request of the Sellers pay the Pay-off Amount set forth in Clause 4.1(b) directly to the Lenders into an account to be specified in the Release Letter, (b) Upon request of the Sellers pay the Pay-off Amount II set forth in Clause 2.4.4 into an account of the former manager to be specified by Seller 1; (c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b); (d) The remainder of the Purchase Price into the Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date are attached hereto as Schedule 9.2.1. 9.2.2 The Sellers shall provide the Purchaser with a written confirmation dated as of ClosingUnless this has been done before, after review by the Sellers of the Sellers Guarantees and due inquiry of the Management of the Company, that the Sellers Guarantees which are given as of the Closing Date pursuant to Section 10, either (i) continue to be true and correct as of the Closing Date, or (ii) should (i) not be the case, describe in reasonable details any Breach of the relevant Sellers' Guarantee. 9.2.3 The Sellers shall deliver to Purchaser 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 resignation letters of by the members of relevant parties in accordance with Sections 9.1 and 9.2; b) Buyer shall pay the advisory board (BeiratCash Consideration, including any applicable bank fees or charges, to Sellers’ Accounts with discharging effect towards the Sellers; c) of Verwaltungsgesellschaft and Reinfurt KG. 9.2.4 If not already done prior to Closing, the Sellers and the Purchaser shall execute the Escrow Agreement and shall instruct the Escrow Agent to also execute the Escrow Agreement. 9.2.5 The Sellers and the Purchaser shall sign an additional document to evidence separately that the Shareholder Loans have been transferred. 9.2.6 The Purchaser Buyer shall deliver to Sellers 2 1 and 3 signed copies a Notice setting forth the amount of the letter attached 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 Schedule 9.2.6 in draft form.the form of a Notice; 9.2.7 The 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 shall instruct the officiating notary to file the updated shareholder list hereunder; e) Seller 1 and Seller 3 must have been duly registered as stockholders of the Company Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (registered and, to the Commercial Register extent legally possible, unrestricted) - have been transferred free of charge to the local court share accounts of Würzburg.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;

Appears in 1 contract

Samples: Share Purchase Agreement (Brand Engagement Network Inc.)