Closing Deliveries. At the Closing. At the closing of the sale and purchase of the Shares contemplated by Section 2 hereof (the "Closing"), (a) Seller will deliver to Executive (i) stock certificates repre senting all the Shares duly endorsed, together with stock powers duly executed in blank relating to such certificates, or other evidences of transfer reasonably satisfactory to Executive and (b) Executive will deliver to Seller the Purchase Price by a wire transfer of federal funds to a bank account or accounts previously designated in writing to Executive by Seller. The Closing shall be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx.
Closing Deliveries. At the Closing. (a) Buyer shall deliver to Seller the Cash Purchase Price, by wire transfer of immediately available funds to the account or accounts designated by Seller to Buyer on or prior to the Closing Date; provided, however, that Buyer shall deliver the Escrow Amount to the Escrow Agent as directed pursuant to the Escrow Agreement;
Closing Deliveries. At the Closing. (a) At the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser the following documents or instruments:
Closing Deliveries. At the Closing. (a) Seller shall deliver to Purchaser:
Closing Deliveries. At the Closing. (a) The Company shall deliver, or cause to be delivered, to Parent:
Closing Deliveries. At the Closing. (a) Seller and the Company shall deliver to Buyer
Closing Deliveries. At the Closing. (A) Seller will deliver to Buyer: (I) Xxxx of Sale in the form of Exhibit 3 duly endorsed (or accompanied by duly executed Power of Attorney); including release executed by Seller (the "Seller Xxxx of Sale"); (II) a certificate executed by Seller as to the accuracy of Seller's representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of its covenants and obligations to be performed or complied with on or before the Closing Date in accordance with Article 6; (B) Buyer will deliver: (I) Stock certificates representing the Buyer Shares as per this Agreement.
Closing Deliveries. At the Closing. 1.2.1 Presbia PLC shall deliver, or cause to be delivered, to Buyer the following documents (collectively, the “PLC Closing Documents”):
Closing Deliveries. At the Closing. (a) Each Holder shall deliver to the Company for cancellation the Promissory Note(s) owned by such Holder. (b) The Company shall deliver (or cause to be delivered) to each Holder: (i) A certificate representing the shares of Common Stock to which such Holder is entitled pursuant to the terms of Section 1; (ii) A check in payment of the accrued but unpaid interest on such Holder's Promissory Note; (iii) A certificate executed by the President of the Company, dated as of the date of the Closing, certifying that the representations of the Company contained in Section 2 remain true as of the date of the Closing; (iv) An opinion of Xxxx and Xxxx, counsel to the Company, dated as of the date of the Closing, as to the following matters: (A) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and conduct its business as described in the Company Reports. (B) The authorized capital stock of the Company consists of (a) 50,000,000 shares of Common Stock, $.03 par value per share, and (b) 3,000,000 shares of Preferred Stock, $1.00 par value per share, of which 100,000 shares have been designated as Series A Junior Participating Preferred Stock and 300,000 shares have been designated as Series B Preferred Stock. (C) The execution, delivery and performance by the Company of the Exchange Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Exchange Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution, delivery and performance by the Company of the Exchange Agreement (including the issuance of the Common Stock) will not conflict with or result in a reach of any of the terms or provisions of, or constitute a default under, the Certificate of Incorporation or the By-laws of the Company. (D) The shares of Common Stock to be issued pursuant to the Exchange Agreement have been duly authorized and, when so issued, will be validly issued, fully paid and nonassessable (assuming the simultaneous consummation of the other transactions contemplated by Section 4.3 of the Exchange Agreement). (E) To the knowledge of such counsel, there are no material legal or administrative proceedings pending or threatened against the Company which challenges, or might reasonably be foreseen to have a material adverse effect on, the consumm...
Closing Deliveries. At the Closing or at or after the Effective Time, as the case may be, the respective parties shall make the deliveries indicated: 8.1
