Closing Actions. On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, the following 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: (i) The Purchaser shall pay an amount equal to the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account; (ii) The Purchaser shall pay the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account; (iii) The Seller and the Purchaser shall execute the Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c); (iv) The Seller shall deliver the Shareholder Loan Termination Agreement to the Purchaser; (v) The Seller shall deliver to the Purchaser duly executed Advisory Board Resignation Letters for each of [***]; (vi) The Purchaser shall 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 shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiaries.
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Closing Actions. On the Scheduled Closing Date, and subject to the 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, in prompt succession, shall take, or cause to be taken, the following actions as set forth in Section 10.2(a) to 10.2(h) simultaneously concurrently (Zug um Zug) in the sequence as set out below (the “Closing Actions”), provided that the documents ):
(a) Unless this has already occurred prior 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 Date, the place at which Seller shall deliver to the Closing shall take place and those documents, Purchaser a copy of which agreed the Paying Agent Agreement in written form versions are attached to this Agreement, are substantially in executed by all parties thereto other than the form as attached hereto:Purchaser;
(ib) The Purchaser shall pay an amount equal to the Preliminary Total Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account;
(iic) The Purchaser shall pay an amount equal to the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall execute the Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c);
(iv) The Seller shall deliver the Shareholder Loan Termination Agreement to the Purchaser;
(vd) The Seller shall deliver to the Purchaser duly a copy of the executed Upstream Loan Termination Agreement;
(e) The Seller shall deliver to the Purchaser copies of the executed Advisory Board Resignation Letters for each of [***];Termination Documentation; and
(vif) The Purchaser shall procure deliver to the Seller evidence that any directors & officers insurance which existed up and until the Shareholders’ Resolution exocad Group GmbH is passed;
Scheduled Closing Date for the benefit of any Indemnified Person has been updated for a run-off period of six (vii6) The Purchaser shall pass the Shareholders’ Resolution Company; and
(viii) The Purchaser shall, years following Closing in a way to secure that potential claims against an Indemnified Person based on acts or omissions up to and shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiariesuntil Closing are covered in accordance and subject to Section 14.1(b).
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Closing Actions. On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in prompt succession, Parties shall take, or if applicable, cause to be taken, the following actions as set forth in Section 10.2(a) to 10.2(h) simultaneously concurrently (Zug um Zug) in the sequence as set out below following actions (the “Closing Actions”), provided that 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 documents 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 exchanged in fulfillment transferred to Sellers 1 and 3 as Equity Consideration and Sellers 1 and 3 shall acknowledge and confirm the amount 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 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 attached hereto:
stockholders of the Consideration Shares and the Consideration Shares as set forth in Section 6.1.4a) – in both cases (i) The Purchaser shall pay an amount equal registered and, to the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited extent legally possible, unrestricted) - have been transferred free of charge to the Seller’s Bank Accountshare 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;
(ii) The Purchaser shall pay the Bank Repayment Amount on behalf of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall execute the Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c);
(iv) The Seller shall deliver the Shareholder Loan Termination Agreement to the Purchaser;
(v) The Seller shall deliver to the Purchaser duly executed Advisory Board Resignation Letters for each of [***];
(vi) The Purchaser shall 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 shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiaries.
Appears in 1 contract
Samples: Share Purchase Agreement (Brand Engagement Network Inc.)
Closing Actions. On The Parties acknowledge and agree that it is a requirement for the Scheduled sale and purchase of the EVC Shares to be completed that all the below actions to be carried out on the Closing Date pursuant to this Clause 3.2, 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) 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 Purchaser 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 case may be) shall, in prompt succession, takeDeferred Buy-out Amount (the “Public Deed”);
3.2.2 The Parties shall sign and deliver, or cause to be takendelivered, to the other Parties, as applicable, the following 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 heretoitems:
(i) The Purchaser shall pay an amount equal original public deed titles of ownership with respect to the Preliminary Purchase Price into EVC Shares to record in said titles the Seller’s Bank Account and such amount shall be finally credited transfer of the EVC Shares to the Seller’s Bank AccountBuyer;
(ii) The Purchaser shall pay powers of attorney sufficient for the Bank Repayment Amount on behalf execution of this Agreement and the termination of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ AccountTransaction Agreements;
(iii) The Seller 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 Purchaser shall execute transfer of the Closing Disclosure LetterEVC Shares to the Buyers set forth by Law, substantially in the form as attached in Exhibit 10.2(c)Company’s bylaws and any relevant agreement have been duly complied with;
(iv) The Seller the transfer of the EVC Shares shall deliver be recorded in the Shareholder Loan Termination Agreement to the PurchaserCompany’s Registry Book of Shareholders;
(v) The Seller a General Shareholders’ meeting in the Company shall deliver to be held with universal nature adopting, the Purchaser duly executed Advisory following resolutions: (i) resignation of the current Board Resignation Letters for each members of [***]the Company, (ii) appointment of new management body;
(vi) The Purchaser shall procure that delivery by the Shareholders’ Resolution exocad Group GmbH is passedSeller of resignation letters duly signed by the members of the Board of Directors and secretary of the Company;
(vii) The Purchaser shall pass delivery by the Shareholders’ Resolution Buyers of 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
(viii) The Purchaser shall, the Parties shall terminate the Transaction Documents and the cancellation of the Option rights over the shares of the Company shall cause be recorded in the respective Group Companies to, pass the Company’s Registry Book of Shareholders’ Resolutions Subsidiaries.
Appears in 1 contract
Samples: Share Purchase Agreement (Entravision Communications Corp)
Closing Actions. On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, the following 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 Subject to the legal advisors terms of the Parties on the Scheduled Closing Date this Agreement,
(a) 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:First Closing,
(i) The the Purchaser shall pay an is delivering the First Closing Purchase Price in the amount equal of $1,500,000 to the Preliminary Purchase Price into Seller by wire transfer to such account previously specified by the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account;
(ii) The Purchaser shall pay the Bank Repayment Amount on behalf Seller is delivering a Convertible Note in the face amount of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall execute the First Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c);
(iv) The Seller shall deliver the Shareholder Loan Termination Agreement Purchase Price to the 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 intercreditor agreement (the "Intercreditor Agreement");
(v) The the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser duly executed Advisory Board Resignation Letters for each Option Agreement by and between the Seller and Cablevision dated as of [***]June 25, 2002 (the "Option Agreement");
(vi) The Purchaser shall procure that the Shareholders’ Resolution exocad Group GmbH is passedSeller 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 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 shall pass an opinion of the Shareholders’ Resolution CompanySeller'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 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 Consultant Services Agreement) for 2001.
(b) 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 Second Closing Purchase Price to the Purchaser;
(iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the 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 the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing.
(c) at the Third Closing, subject to Presencia's delivery of the 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) 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);
(viii) The the Seller will deliver to the Purchasers an opinion of the 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 (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are 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 shalla 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 shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiariesother Transaction Documents."
Appears in 1 contract
Samples: Note Purchase and Security Agreement (Princeton Video Image 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 Seller and the Purchaser (as the case may be) shall, in prompt succession, Parties shall take, or cause to be taken, the following actions as ("CLOSING ACTIONS") which shall be taken in the order set forth in Section 10.2(a) below and which shall be deemed to 10.2(h) have been taken simultaneously (Zug um Zug):
5.4.1 Purchasers shall pay the Payment Amount and the Purchase Price Interest (minus the Down Payment, if already paid in accordance with Section 4.3a, and minus the portion of the Purchase Price attributed to the Krugg Seller Shares in accordance with Exhibit 4.4 ("RETAINED KRUGG PURCHASE PRICE") if the provisions of Section 5.9 apply in respect of the Krugg Seller Shares) in the sequence as set out below (the “Closing Actions”)immediately available funds free of any charges, provided that the documents taxes or other deductions by wire transfer 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:
(i) The Purchaser shall pay an amount equal to the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Sellers' Account;
(ii) The Purchaser 5.4.2 Purchasers shall pay the Bank Repayment Holdback Escrow Amount on behalf (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 relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited Krugg Seller Shares) in immediately available funds free of any charges, taxes or other deductions by wire transfer to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall execute the Closing Disclosure Letter, substantially Escrow Agent's account as set forth in the form as attached in Exhibit 10.2(cEscrow Agreement ("ESCROW ACCOUNT");
(iv) The Seller shall deliver the Shareholder Loan Termination Agreement to the Purchaser;
(v) The Seller shall deliver to the Purchaser duly executed Advisory Board Resignation Letters for each of [***];
(vi) The Purchaser shall 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 shall cause the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiaries.
Appears in 1 contract
Closing Actions. On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, Parties shall take the following actions as set forth in Section 10.2(a) to 10.2(h("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 sequence as Release Letter,
(b) Upon request of the Sellers pay the Pay-off Amount II set out below (forth in Clause 2.4.4 into an account of the “Closing Actions”), provided that the documents former manager to be exchanged in fulfillment specified by Seller 1;
(c) Make the payment into the Escrow Account pursuant to Clause 4.4.1(b);
(d) The remainder of the Closing Actions are physically available to Purchase Price into the legal advisors of the Parties on Seller 1 Account. Such payments and their exemplary amounts as per the Scheduled Closing Date at are attached hereto as Schedule 9.2.1.
9.2.2 The Sellers shall provide the place at 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 shall take place and those documentsDate pursuant to Section 10, of which agreed form versions are attached to this Agreement, are substantially in the form as attached hereto:
either (i) The Purchaser shall pay an amount equal continue to be true and correct as of the Preliminary Purchase Price into the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account;
Closing Date, or (ii) The Purchaser shall pay should (i) not be the Bank Repayment Amount on behalf case, describe in reasonable details any Breach of the relevant Group Companies into Sellers' Guarantee.
9.2.3 The Sellers shall deliver to Purchaser duly executed resignation letters of the Finance Parties’ Bank Account members of the advisory board (Beirat) of Verwaltungsgesellschaft and Reinfurt KG.
9.2.4 If not already done prior to Closing, the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller Sellers and the Purchaser shall execute the Closing Disclosure Letter, substantially in Escrow Agreement and shall instruct the form as attached in Exhibit 10.2(c);Escrow Agent to also execute the Escrow Agreement.
(iv) 9.2.5 The Seller Sellers and the Purchaser shall deliver sign an additional document to evidence separately that the Shareholder Loan Termination Agreement to the Purchaser;Loans have been transferred.
(v) 9.2.6 The Seller Purchaser shall deliver to Sellers 2 and 3 signed copies of the Purchaser duly executed Advisory Board Resignation Letters for each 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 [***];
(vi) The Purchaser shall procure that the Shareholders’ Resolution exocad Group GmbH is passed;
(vii) The Purchaser shall pass Company to the Shareholders’ Resolution Company; and
(viii) The Purchaser shall, and shall cause Commercial Register of the respective Group Companies to, pass the Shareholders’ Resolutions Subsidiarieslocal court of Würzburg.
Appears in 1 contract
Closing Actions. On the Scheduled Closing Date, the Seller and the Purchaser (as the case may be) shall, in prompt succession, take, or cause to be taken, the following 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 Subject to the legal advisors terms of the Parties on the Scheduled Closing Date this Agreement,
(a) 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:First Closing,
(i) The the Purchaser shall pay an is delivering the First Closing Purchase Price in the amount equal of $1,500,000 to the Preliminary Purchase Price into Seller by wire transfer to such account previously specified by the Seller’s Bank Account and such amount shall be finally credited to the Seller’s Bank Account;
(ii) The Purchaser shall pay the Bank Repayment Amount on behalf Seller is delivering a Convertible Note in the face amount of the relevant Group Companies into the Finance Parties’ Bank Account and the Bank Repayment Amount shall be finally credited to the Finance Parties’ Account;
(iii) The Seller and the Purchaser shall execute the First Closing Disclosure Letter, substantially in the form as attached in Exhibit 10.2(c);
(iv) The Seller shall deliver the Shareholder Loan Termination Agreement Purchase Price to the 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 intercreditor agreement (the "Intercreditor Agreement");
(v) The the Seller shall deliver and Cablevision are delivering to each other an amendment to the Purchaser duly executed Advisory Board Resignation Letters for each Option Agreement by and between the Seller and Cablevision dated as of [***]June 25, 2002 (the "Option Agreement");
(vi) The Purchaser shall procure that the Shareholders’ Resolution exocad Group GmbH is passedSeller 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 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 shall pass an opinion of the Shareholders’ Resolution CompanySeller'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 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 Consultant Services Agreement) for 2001.
(b) 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 Second Closing Purchase Price to the Purchaser;
(iii) the Seller will deliver to the Purchaser a certificate, executed on behalf of the 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 the Purchaser an opinion of the Seller's counsel in substantially the form delivered at the First Closing.
(c) at the 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 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);
(viii) The the Seller will deliver to the Purchasers an opinion of the 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 (or as the sole CEO if one of them shall cease to so serve), the Seller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the representations and warranties made by the Seller in Section 4 hereof are 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 shalla 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) 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 Fourth Closing Purchase Price at the Fourth Closing;
(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 a certificate, executed on behalf of the Seller by its Secretary, dated as of the 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;
(v) the Seller will deliver to the Purchasers an opinion of the Seller's counsel in substantially the form delivered at the First Closing;
(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 cause cease to so serve), the respective Group Companies toSeller shall have delivered to the Purchasers and PVI Holding a certificate executed by one of its officers stating that the 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 made on and as of said date; and
(vii) if Presencia requests, pass the Shareholders’ Resolutions SubsidiariesSeller 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."
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Samples: Note Purchase and Security Agreement (Princeton Video Image Inc)
