Closing Deliveries and Actions. (i) At the Closing, the Selling Stockholder shall (A) provide an instruction letter to the Company’s transfer agent directing the transfer agent to transfer the Shares to one or more accounts designated by the Company, sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens and (B) deliver to the Company a properly completed and duly executed IRS Form W-9 (or other applicable IRS tax form).
(ii) At the Closing, the Company shall (A) deliver to the Selling Stockholder by wire transfer to the account to be designated by the Selling Stockholder (such account to be designated by the Selling Stockholder in writing concurrently with or promptly after the execution and delivery of this Agreement) immediately available funds in U.S. dollars in an amount equal to the Purchase Price and (B) provide an instruction letter to the Company’s transfer agent directing the transfer agent to transfer the Shares to one or more accounts designated by the Company.
Closing Deliveries and Actions. At the Closing, the Selling Stockholder shall deliver, or cause to be delivered, to the Company or as instructed by the Company the stock certificate(s) representing the Shares being sold by the Selling Stockholder, accompanied by duly executed stock powers relating to such Shares, and the Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder no later than two business days prior to the Closing, immediately available funds in an amount equal to the Purchase Price.
Closing Deliveries and Actions. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to Seller (or one or more other Seller Entities designated by Seller) the following:
(i) an amount in immediately available funds equal to the Closing Purchase Price, by one or more wire transfer(s) to one or more bank accounts designated in writing by Seller (such designation to be made by Seller at least five (5) Business Days prior to the Closing Date); provided that if any portion of the Closing Purchase Price is required under applicable Law to be paid to a specific Seller Entity, then the applicable amount (as determined pursuant to Section 2.10(a)) shall be paid by the applicable Designated Purchaser to the applicable Seller Entity in lieu of the payment of such portion of the Closing Purchase Price to Seller;
(ii) the certificate to be delivered pursuant to Section 8.3(c);
(iii) a counterpart of the Transition Services Agreement, in substantially the form attached as Exhibit A hereto (the “Transition Services Agreement”), and with the services and pricing schedules to be agreed pursuant to Section 5.26, duly executed by Purchaser;
(iv) a counterpart of the Transition Distribution Services Agreement, to be agreed pursuant to Section 5.26, duly executed by Purchaser;
(v) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) Assignment and Assumption Agreement and Xxxx of Sale providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to the Purchased Assets and the assumption by the applicable Designated Purchasers of the Assumed Liabilities in accordance with and subject to this Agreement, by and between the applicable Seller Entities and the applicable Designated Purchasers, in customary form (each, an “Assignment Agreement and Xxxx of Sale”), duly executed by the applicable Designated Purchasers;
(vi) a counterpart of one (or, to the extent reasonably necessary with respect to any transfer of Purchased Assets or Assumed Liabilities outside of the United States, more than one) assignment agreement in respect of any Business Intellectual Property providing for the transfer of the Seller Entities’ right, title and interest as of the Closing in and to any Business Intellectual Property and the assumption by the applicable Designated Purchasers of the Assumed Liabilities relating thereto in accordance with and subject ...
Closing Deliveries and Actions. At or prior to the Closing, the Selling Stockholders shall deliver, or cause to be delivered, to the Company, or as instructed by the Company: (i) duly executed stock powers or instruction letters relating to the Shares; and (ii) written wire transfer instructions relating to the Company’s payment of the Purchase Price to the Selling Stockholders. At the Closing, the Company shall deliver, or cause to be delivered to the Selling Stockholders, the Purchase Price by wire transfer in immediately available funds in accordance with the Selling Stockholders’ written wire transfer instructions.
Closing Deliveries and Actions. At the Closing the parties hereto shall make the following deliveries and take the following actions.
Closing Deliveries and Actions. At each Closing, the Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder in immediately available funds in an amount equal to the applicable purchase price as set forth in Section 1(a). Additionally, upon execution of this Agreement the Selling Stockholder shall execute a Leak-Out Agreement (the “Leak-Out Agreement) that shall restrict sales of the Company’s common stock as set forth therein.
Closing Deliveries and Actions. At the Closing, (i) each Selling Stockholder shall deliver, or cause to be delivered, to the Company or as instructed by the Company the stock certificate(s) representing the Shares being sold by such Selling Stockholder, accompanied by duly executed stock powers relating to such Shares, and (ii) the Company shall deliver to each Selling Stockholder by wire transfer, in accordance with written instructions to be provided by each Selling Stockholder no later than two business days prior to the Closing, immediately available funds in an amount equal to the Purchase Price multiplied by the number of Shares being sold by such Selling Stockholder.
Closing Deliveries and Actions. (i) At the Closing, the Selling Stockholder shall arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian) of the Shares to one or more accounts designated by the Company, sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens.
(ii) At the Closing, the Company shall deliver to the Selling Stockholder by wire transfer to the account to be designated by the Selling Stockholder immediately available funds in U.S. dollars in an amount equal to the Purchase Price.
Closing Deliveries and Actions. (i) At the Closing, the Selling Shareholders shall arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian) of the Shares to an account of the Company at its transfer agent, Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), sufficient to convey to the Company good, valid and marketable title in and to the Shares, free and clear of any and all Liens.
(ii) At the Closing, the Company shall deliver to the Selling Shareholders by wire transfer to the account to be designated by the Selling Shareholders immediately available funds in U.S. dollars in an amount equal to the Purchase Price.
Closing Deliveries and Actions. At the Closing or the first business day following the Closing if the Closing occurs on a weekend, the Selling Stockholder shall deliver, or cause to be delivered, the Shares to the Company in the manner directed in writing by the Company. The Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder prior to the Closing, immediately available funds in an amount equal to the Purchase Price as follows:
(i) at the Closing or the first business day following the Closing if the Closing occurs on a weekend, an amount equal to $1,144,320; and
(ii) on or before September 30, 2024, an amount equal to $1,144,320.
