Closing of the Transaction. All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).
Closing of the Transaction. Parties shall keep each other always informed about the fulfillment of such Conditions Precedent. Once all of the Conditions Precedent have been fulfilled (or waived by the respective Party, if possible), either Party may notify the other Party on the fulfillment of the Conditions Precedent and the Parties, by mutual agreement, shall take the necessary measures to close the Transaction, in the shortest time possible, by holding the meetings of each Party that are necessary for the definitive approval and the closing of the Transaction (“Closing”). All acts of Closing are a condition of validity and are deemed as an integral part of the association agreed upon between the Companies under this Agreement.
Closing of the Transaction. All conditions precedent to the Company’s obligations to consummate, or cause to be consummated, the Transaction set forth in the Business Combination Agreement shall have been satisfied or waived (other than those conditions that may only be satisfied at the consummation of the Transaction, but subject to satisfaction or waiver of such conditions as of the consummation of the Transaction).
Closing of the Transaction. Subject to the fulfillment of all of the Suspending Conditions, the Parties to this Agreement shall meet on the Closing Date at the location where the Closing of the Xxxxxxxxx Transaction shall be executed, for the purpose of Closing the Transaction and the simultaneous execution of all (and not only a portion) of the following operations:
7.1 The Seller and the Buyer shall exchange confirmations of the accuracy of the warrants given by them pursuant to this Agreement, correct to the Closing Date, in the version attached as APPENDIX 7.1 to this Agreement.
7.2 The Seller shall deliver a confirmation to the Buyer of the Closing of the Xxxxxxxxx Transaction, in the version attached as APPENDIX 7.2 to this Agreement.
7.3 The Seller shall deliver a share transfer deed to the Buyer in respect of all of the Shares Being Sold, being duly signed by the Seller and duly certified by the Seller's Attorney, in the version attached hereto as APPENDIX 7.3 to this Agreement, and the Buyer shall sign the share transfer deed as the recipient of the transfer.
7.4 A share certificate shall be delivered to the Buyer in respect of the Shares Being Sold, under the Buyer's name, duly signed by the Company and certified by an attorney. It is further agreed that, immediately after the Closing of the Xxxxxxxxx Transaction, and subject to the receipt of a written instruction signed by the Buyer, the Seller shall ensure that the Company shall issue a share certificate to the Buyer in respect of the Shares Being Sold, under the name of a nominee company, in lieu of the aforesaid share certificate and against the voidance thereof, attaching a written instruction to the nominee company, signed by the Company, instructing it to deposit the shares in the Buyer's bank account, the particulars of which shall be provided in the aforesaid instruction, which shall be delivered by the Buyer to the Seller.
7.5 The Buyer shall pay the Seller the Total Consideration by bank transfer to the Seller's bank account at Bank Leumi Le-Israel Ltd., the particulars of which shall be delivered by the Seller to the Buyer, attaching a confirmation by Bank Leumi Le-Israel Ltd. that the account, the particulars of which were provided by the Seller, is the Seller's account.
7.6 The Parties shall report to the Company about the transfer of the Shares Being Sold to the Buyer and shall deliver the share transfer deed to the Company; the secretary of the Company shall, at that time, register the Buyer in the Company'...
Closing of the Transaction. (1) The closing of the Transaction (the “Closing”) shall occur on [September 25], 2024 or the date agreed upon by the Parties (the “Closing Date”), provided that all conditions precedent to the Closing set forth in this Agreement have been satisfied.
(2) At the Closing Date, simultaneously with GF’s fulfillment of its obligations under Article 5(3), KEH shall issue to GF the New Shares free and clear of any Encumbrances (provided, however, that any lock-up restrictions imposed by applicable laws shall be excepted), and shall deliver all documents necessary for GF to acquire ownership of the New Shares. KEH shall take all necessary actions required under the laws of the State of Delaware to effectuate the transfer of ownership of the New Shares if any additional procedures are required.
(3) At the Closing Date, simultaneously with KEH’s fulfillment of its obligations under Article 5(2), GF shall assume, the Target Debt specified in Annex 1 that KEH owes as of the Closing Date. GF shall prepare and deliver to KEH a letter of commitment or agreement stating that it is obligated to repay the Target Debt using the proceeds from the sale of the New Shares on the NASDAQ Stock Market after the Listing Date.
(4) With respect to the Closing of the Transaction, any matters not specified in this Article shall be determined by mutual agreement of the Parties.
Closing of the Transaction. 8.1. At the transaction closing date, the Parties to the Agreement will convene and carry out all of the following actions, jointly and simultaneously:
8.1.1. The Company will present before MeaTech and before the Existing Shareholders of MeaTech:
8.1.1.1. Minutes of the general meeting resolution as required in accordance with the provisions of section 6.1.1 above;
8.1.1.2. Minutes concerning the appointment of directors whose identities will be decided by MeaTech, as directors of the Company, and that will be effective as of the day following the date of completion;
8.1.1.3. A letter of resignation signed by all the directors in office in the Company on that date, and that are not external directors, with the exception of the directors whose continued term of office will be approved by MeaTech, in which they announce their resignation as directors of the Company, effective immediately;
8.1.1.4. Confirmation from an executive officer of the Company that all the preconditions as set out in the foregoing sections have been met, unless MeaTech or the existing shareholders of MeaTech, as the case may be, have waived any of the preconditions as set out above.
8.1.2. MeaTech will hand over to the Company confirmation of the approval of the taxation decision in the Agreement (pre-rolling) as required under section 6.1.4 above, unless the Existing Shareholders of MeaTech have waived the fulfillment of this precondition.
8.1.3. MeaTech will hand over to the Company confirmation that all the preconditions as set out in sections 6.1.13 above have been met, unless MeaTech or the Existing Shareholders of MeaTech, as the case may be, have waived any of the preconditions as set out above.
8.1.4. A meeting of the Company's board of directors will convene at which the authorized signatories of the Company will be changed and replaced by the authorized signatories as will be sent to the Company by MeaTech prior to the date of completion.
Closing of the Transaction. (a) This transaction shall be completed at the offices of the Vendor’s Solicitor at 10:30 a.m. (local time where the Property is located) on the Closing Date on which date possession of the Property is to be given to the Purchaser, subject to the Leases and the Contracts, and the Purchaser shall be entitled to receipt of the rents and profits thereafter except as herein otherwise provided.
(b) In the event that the Closing Date is on a date on which the Registry Office in respect of which the Property is located is not open for registration of documents, the Closing Date shall be the next day on which such office is open for such purposes.
(c) Monies payable upon Closing by the Purchaser shall be made payable to the Vendor’s Solicitor, in trust. Such monies together with the Deposit shall be held in trust for the Vendor by the Vendor’s Solicitor until confirmation of the registration of the deeds of sale in the Index of Immovables at the relevant Registry Office without intervening entries. The said monies will be invested on a daily interest basis and the interest will accumulate from the Closing Date in favour of the Vendor. If, following the Closing, there is an adverse intervening entry, the Purchase Price shall be withheld until such entry is discharged and cancelled to the Purchaser’s satisfaction. If such discharge and cancellation has not occurred within thirty (30) days of the Closing Date, the Purchase Price shall be returned to the Purchaser with interest and the Property shall be retroceded to the Vendor.
Closing of the Transaction. Subject to any different date required by B3, the consummation of the Merger of Shares shall take place within five (5) Business Days after receipt of the Confirmation Notice, or at such other time or date as Parties may jointly designate.
Closing of the Transaction. The Consent Letter and the amendments set forth herein are effective and conditioned upon the contemporaneous closing of the Transaction.
Closing of the Transaction. The consummation of the transactions contemplated hereby (the “Closing”) shall take place on the date hereof remotely by means of delivery and exchange of the documents and instruments and signatures required to be delivered by each Party by electronic mail (as portable document format (.pdf) files) and wire transfer of funds, or another time, date or place as mutually agreed to in writing by Xxxxx and Seller. The “Closing Date” shall be the date on which the Closing is consummated.
