Closing Closing Deliveries. (a) The closing of the Transaction (the “Closing”) shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”.
(b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following:
(i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and
(ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement.
(c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller:
(i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and
(ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.
Closing Closing Deliveries. 2.12.1. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, Buyer shall deliver to the Company all of the following:
(a) a copy of the certificate of incorporation or comparable organizational document of Buyer, certified as of a recent date by the Secretary of State of the State of Delaware and a copy of the certificate of incorporation of Merger Sub, certified as of a recent date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware and a certificate of good standing of Merger Sub, issued as of a recent date by the Secretary of State of the State of Delaware;
(c) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, certifying as to, and certifying the absence of any amendments since a specified date to, (i) the certificate of incorporation or comparable organizational document of Buyer and the certificate of incorporation of Merger Sub, (ii) the bylaws or comparable organizational document of Buyer and the bylaws of Merger Sub, (iii) the resolutions of the board of directors or other governing body of Buyer and the resolutions of the board of directors of Merger Sub authorizing the execution and performance of this Agreement and the consummation of the transactions contemplated hereby and (iv) the written consent of Buyer in its capacity as the sole stockholder of Merger Sub adopting this Agreement in accordance with Section 251 of the DGCL;
(d) all consents, waivers or approvals obtained by Buyer with respect to the consummation of the transactions contemplated by this Agreement; and
(e) the certificates, agreements and other documents contemplated by Section 6.1.
2.12.2. Subject to fulfillment or waiver of the conditions set forth in Article VI, at the Closing, the Company shall deliver to Buyer all of the following:
(a) a copy of the Amended and Restated Certificate of Incorporation of the Company (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of Delaware;
(b) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware;
(c) a certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying ...
Closing Closing Deliveries. 10 3.1 Closing...........................................................10 3.2 Payment for and Delivery of the Securities........................10
Closing Closing Deliveries. 5 3.1 Closing...................................................................................................5 3.2 Payment for and Delivery of Purchased Shares..............................................................6
Closing Closing Deliveries. (a) Subject to the terms and conditions of this Framework Agreement, the transactions contemplated in this Framework Agreement will take place at a closing (the “Closing”) to be held on the Effective Date at a mutually agreeable location or by the exchange of electronic documentation.
(b) At the Closing or prior to the Closing, each Party will deliver to the other:
(i) an executed counterpart to each of the Transaction Agreements;
(ii) all payments then due (if any) under the Transaction Agreements;
(iii) all other agreements, documents, instruments, certificates, or other information or materials required to be delivered at the Closing by that Party under the Transaction Agreements; and
(iv) a certificate of the Secretary of that Party certifying: (x) that attached to the certificate are true and complete copies of all resolutions adopted by the board of directors or managers of that Party authorizing the execution, delivery, and performance of each Transaction Agreement and the consummation of the transactions contemplated under the Transaction Agreements, that all of those resolutions are in full force and effect, and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Agreements; and (y) the names of the officers of that Party authorized to sign each Transaction Agreement and the other documents to be delivered under the Transaction Agreements. 2 MASTER INTERCOMPANY FRAMEWORK AGREEMENT
Closing Closing Deliveries. 7 3.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . 7 3.2 Payment for and Delivery of the Securities. . . . . . . . 7
Closing Closing Deliveries. (a) Subject to clause (d) below, the closing shall take place on March 29, 2006 at a time and place mutually agreed by the parties (the "CLOSING").
(b) At the Closing, the Stockholder shall cause the Purchased Shares to be transferred to the Company (and such transfer to be reflected on the share registry of the Company) free and clear of all liens, claims, security interests, pledges, charges and other encumbrances.
(c) At the Closing, the Company shall deliver by wire transfer to the account to be designated by the Stockholder immediately available funds in U.S. dollars in an amount equal to the Purchase Price.
(d) The obligations of the parties hereto to consummate the transaction contemplated hereby shall be subject to the satisfaction at the Closing of the condition that there shall be no statute, regulation, injunction, restraining or other order, rule or decree of any nature of any local, state, federal or foreign court, arbitrator, arbitral tribunal, or other governmental, administrative or regulatory entity, agency, instrumentality or authority (collectively, a "GOVERNMENTAL AUTHORITY") that is in effect that prohibits, restricts or prevents consummation of the transaction contemplated hereby.
Closing Closing Deliveries. (a) The closing of the sale of the Assigned Assets to the Buyer (the “Closing”) shall take place on or before December 30, 2011 at the offices of McDowell, Rice, Xxxxx & Xxxxxxxx, P.C. at 10:00 a.m. local time or on such other date as the parties may jointly designate. For purposes of this Agreement, “Closing Date” shall mean the time and date as of which the Closing actually takes place.
Closing Closing Deliveries. The Closing will take place contemporaneously with the execution of this Agreement at the offices of the Company. At the Closing, the Seller will deliver the Shares to the Company (together with any such instruments or documents as may be necessary or appropriate to properly transfer to the Company title to the Shares), against payment by or on behalf of the Company of the Purchase Price therefor by wire transfer in immediately available funds to the order of the Seller, by causing The Depository Trust Company (“DTC”) to credit the Shares to the account of the Company, or its agents, at DTC.
Closing Closing Deliveries. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place effective as set forth in the preface above. At the Closing, each Party shall make the following deliveries:
