Closing Deliverables by Purchaser. At the Closing, subject to the terms and conditions hereunder, Purchaser shall, subject to the receipt by Purchaser or its representative of each of the documents required to be delivered by each of the Selling Shareholders, the Rollover Option Holders and the Rollover Shareholder, as applicable, pursuant to Section 2.03(a) and the Company pursuant to Section 2.03(b):
(i) pay or cause to be paid to the Paying Agent cash in an amount equal to (A) the sum of (x) the Aggregate Purchase Price payable to all Selling Shareholders (other than the Former Company Share Award Holders), (y) the relevant portion of the Aggregate Purchase Price payable in cash to all Former Company Share Award Holders, and (z) the relevant portion of the aggregate Rollover Purchase Prices payable in cash to all Rollover Option Holders, in each case of (y) and (z), in accordance with Section 2.06 and the Deferred Payment Agreements except as otherwise provided in, and subject to the terms of, the Deferred Payment Agreements, minus (B) the sum of (x) the Tax Escrow Amount, (y) the Audit and Indemnity Escrow Amount and (z) the aggregate amounts payable in cash to all Former Company Share Award Holders and Rollover Option Holders after the Closing pursuant to the Deferred Payment Agreements (such cash being hereinafter referred to as the “Payment Fund”); provided that Purchaser shall remain liable for payment of Purchase Price to each Selling Shareholder, and Rollover Purchase Price to each Rollover Option Holder, following the Closing subject to and in accordance with the terms and conditions of this Agreement and, in the case of the Former Company Share Award Holders and Rollover Option Holders, the relevant Deferred Payment Agreements;
(ii) pay or cause to be paid to the Escrow Agent, in accordance with the Escrow Agreement, an amount equal to the sum of the Tax Escrow Amount and the Audit and Indemnity Escrow Amount, by wire transfer of immediately available funds to the Tax Escrow Account and the Audit and Indemnity Escrow Account, respectively; and
(iii) issue a share certificate in the name of the Rollover Shareholder, dated as of the Closing Date and duly executed by Purchaser, evidencing the ownership by the Rollover Shareholder of the Purchaser Shares.
Closing Deliverables by Purchaser. Subject to the conditions set forth in this Agreement, on or before the Closing Date Purchaser shall deliver to the Sellers:
(i) an executed copy of an instruction letter in form and substance reasonably acceptable to the Sellers that has been delivered to the Transfer Agent instructing the Transfer Agent to issue the CP Closing Shares to CP and the GIC Closing Shares to GIC;
(ii) a certificate of the Secretary of the Purchaser in customary form, dated the Closing Date, certifying that attached thereto are true and complete copies of (A) the Organizational Documents of the Purchaser, (B) all resolutions adopted by the Board of Directors of the Purchaser and the Merger Sub authorizing the execution, delivery, and performance of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect, (C) an incumbency certificate certifying the signatures and incumbency of the Purchaser authorized signatories to this Agreement and the Transaction Documents and (D) a good standing certificate, dated within ten (10) days prior to the Closing Date, from the Secretary of State of each state in which the Purchaser was incorporated, stating that the Company is in good standing therein; and
(iii) a certificate of an authorized officer of the Purchaser in customary form, dated the Closing Date, stating that the conditions set forth in Section 7.1 and 7.3 have been satisfied.
Closing Deliverables by Purchaser. (1) In addition to any other documents to be delivered under other provisions of this Agreement or as set forth in the Closing Agenda, at the Closing or at such other date and time contemplated herein, in any Ancillary Documents or the Closing Agenda, the Purchaser shall deliver to the Vendor:
(a) the payments due on Closing in accordance with Section 2.4;
(b) duly executed director and shareholder resolutions of the Purchaser approving the transactions contemplated by this Agreement and all Ancillary Documents to which the Purchaser is party;
(c) the Non-Competition Agreement, duly executed by the Purchaser;
(d) the Sublet Agreement, duly executed by the Purchaser;
(e) the Transition Services Agreement duly executed by the Purchaser;
(f) Instructions (as such term is defined in the Escrow Agreement), duly executed by the Purchaser;
(g) a general conveyance and assumption of liabilities agreement, duly executed by the Purchaser;
(h) a certificate or declaration dated as of the Closing Date and executed by a duly authorised officer in a form reasonably acceptable to the Vendor, confirming the matters applicable to the Purchaser in Article 4; and
(i) such other documents and instruments as may reasonably be requested by the Vendor, each in form and substance satisfactory to the Vendor and their legal counsel and duly executed on behalf of the Purchaser.
Closing Deliverables by Purchaser. Unless otherwise specified herein, on the Closing Date, Purchaser shall deliver, or cause to be delivered, to Sellers each of the following:
Closing Deliverables by Purchaser. At the Closing, subject to the terms and conditions hereunder, Purchaser shall, subject to the receipt by Purchaser or its Representatives of each of the documents required to be delivered by the Selling Shareholder pursuant to Section 2.04(a) and the Company pursuant to Section 2.04(b), pay or cause to be paid to the Selling Shareholder an amount equal to the Purchase Price applicable to the Selling Shareholder as set out in column 4 of Schedule I hereto.
Closing Deliverables by Purchaser. At or prior to the Closing, Purchaser shall have delivered to Seller:
(a) the Closing Purchase Price plus the Estimated Inventory Amount in immediately available funds by wire transfer to an account designated by Seller;
(b) the Assignment and Assumption Agreement, executed by Xxxxxxxxx;
(c) the Intellectual Property Assignment Agreement, executed by Purchaser;
(d) the Transition Services Agreement, executed by Xxxxxxxxx;
(e) the Side Letter, executed by Xxxxxxxxx; and
(f) such other documents and instruments reasonably necessary in connection with the Contemplated Transactions.
Closing Deliverables by Purchaser. At the Closing, Purchaser shall deliver to the Company the following:
(a) evidence of the wire transfers and Purchaser Stock issuances to each Stockholder, referred to in Section 2.2;
(b) a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Seller Representative) executed by the chief executive officer and chief financial officer of Purchaser certifying as to the fulfillment of the conditions specified in Section 8.2(a) and 8.2(b); and
(c) the Escrow Agreement, duly executed by the Escrow Agent and Purchaser.
Closing Deliverables by Purchaser. At the Closing, Purchaser shall deliver, or cause to be delivered, to the Company the following:
(i) executed counterparts of the Escrow Agreement (by Purchaser and the Escrow Agent);
(ii) executed counterparts of the Support Agreements;
(iii) executed counterparts of documents relating to the Employment Arrangements for each Key Employee and any of the other Continuing Service Providers;
(iv) executed counterparts of the Credit Agreement (by Purchaser and the Surviving Corporation);
(v) executed counterparts of the Paying Agent Agreement (by Parent, Purchaser and Paying Agent);
(vi) a certificate signed by a duly authorized executive officer of Parent, Purchaser and Merger Sub certifying that (A) each of Parent, Purchaser and Merger Sub shall have performed and satisfied in all material respects each of its obligations hereunder required to be performed and satisfied by each of them on or prior to the Closing Date, (B) each of the representations and warranties of Parent, Purchaser and Merger Sub set forth in Section 3.1 (Organization and Qualification); Section 3.2 (Authority); and Section 3.3 (No Conflict; Required Consents and Approvals) that are qualified by materiality or material adverse effect are true and correct in all respects as of the date of this Agreement (except that representations and warranties that are made as of a specified date shall be true and correct as of such specified date), and each of the representations and warranties of Parent, Purchaser and Merger Sub set forth in in Section 3.1 (Organization and Qualification); Section 3.2 (Authority); and Section 3.3 (
Closing Deliverables by Purchaser. At the Closing, and subject to the fulfillment of the obligations of each of the Sellers hereunder:
2.3.1 Purchaser shall deliver the Consideration in cash, via wire transfer of immediately available funds to a bank account in Israel designated by each of the Sellers, as per the provisions of Section 1 hereto.
2.3.2 A duly executed copy of letter addressed to Purchaser and signed by each of the Sellers, confirming that the representations and warranties contained in Section 3 hereto are true and complete at and as of the Closing as if made at and as of such date; EXECUTION COPY
Closing Deliverables by Purchaser. At the Closing, Purchaser shall deliver to Seller the following:
(a) evidence of payment of the Estimated Closing Consideration referenced in Section 1.3(a)(ii);
(b) a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Seller) executed by the chief executive officer and chief financial officer of Purchaser certifying as to the fulfillment of the conditions specified in Section 7.2(a) and 7.2(b);
(c) counterparts to the Escrow Agreement, duly executed by Xxxxxxxxx and the Escrow Agent; and
(d) such other documents customary for transactions of the type contemplated hereby as Seller shall reasonably request.
