Common use of Closing of the Transaction Clause in Contracts

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's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4. 7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement. The Parties hereby agree that the execution of all of the aforesaid operations fulfills the cross conditions in this Agreement, and they shall be deemed as being carried out simultaneously at that time. No single operation shall be deemed as having been completed and no single document shall be deemed as having been delivered until all of the operations have been completed and all documents delivered at that time.

Closing of the Transaction. Subject 7.1 The date of closing will fall on a date to be arranged between the parties after all the Conditions Precedent required for the closing of the transaction as set forth in Clause 6.1 above have been fulfilled, and not later than 7 days after the fulfillment thereof (hereinafter: “the Date of Closing”). 7.2 On the Date of Closing, after the parties have verified that all the Conditions Precedent have been fulfilled and all the approvals required according to any law have been received, the parties will perform all the following acts at one and the same time: 7.2.1 Approval by the board of directors of the Company and the general meeting approving the transfer of the Xxxxxx Xxxx Shares to Xxxx Marketing and to Levy Management in the texts attached hereto as Appendices K1-K2 shall be exhibited. 7.2.2 The parties deliver notices to the fulfillment Company regarding the conversion of all of the Suspending Conditionspreference shares held by them (Preference A and Preference B) into ordinary shares, in the Parties text attached to this Agreement as Appendices L1-L2. 7.2.3 Approval by the board of directors of the Company and the general meeting approving the transfer of the Sellers’ Shares to the Purchaser and to the remaining provisions of this Agreement, in the texts attached to this Agreement as Appendices K1-K2 shall meet on be exhibited. 7.2.4 The Sellers shall deliver to the Closing Date Purchaser confirmations from an attorney as referred to in Clauses 6.1.2 and 6.1.3 above, in the texts attached to this Agreement as Appendices M1-M3. 7.2.5 The Sellers shall deliver to the Purchaser an approval in the text of Appendix N pursuant to which the Sellers have confirmed that no adverse material change has taken place in the businesses of the Company and/or the Subsidiaries and/or in their assets and/or activities and/or their liabilities, save for a change which the Purchaser has pardoned after the fact of its existence having been brought to the Purchaser’s notice by the Sellers, and that the Sellers’ representations are correct as at the location where the Date of Closing as if given on that date. 7.2.6 Each of the Xxxxxxxxx Transaction Sellers who serves as a director of the Company and/or of the Subsidiaries and Xx. Xxxxxxx Xxxxxx will deliver letters of resignation to Blue Square resigning from their position as directors in the Company and in each of the Subsidiaries in which they hold office as directors, with effect from the Date of Closing, in the texts attached hereto as Appendices O1-O5, effective as at the Date of Closing. 7.2.7 The Purchaser will deliver a notice to the Company and to the private company subsidiaries regarding the appointment of directors on its behalf and if necessary, minutes will be drawn up of the board of directors or a general meeting with respect to such appointment. 7.2.8 All the documents required according to law for removal of the charge in favor of Mercantile Bank from the Shares Sold, including the Xxxxxx Xxxx Shares and including the share certificates if same are in the bank’s possession, will be delivered to the Purchaser by Mercantile Bank. 7.2.9 An amendment to the Sale of Shares Agreement and the Shareholders Agreement, as particularized in Clause 10 of this Agreement will come into force. 7.2.10 A general meeting will be held of the shares of the Company as well as a meeting of the board of directors of the Company, in the scope of which the Company’s Articles will be replaced by articles in the text of Appendix P to this Agreement (in this framework the rights attaching to each share will be equalized in a manner whereby each share will have the rights conferred on an ordinary share, and class meetings will be held for such purpose or in the alternative irrevocable notices will be delivered to the Company by the Sellers stating that they wish to convert Preference A Shares into ordinary shares). 7.2.11 The employment agreements of the Sellers will be amended or will be terminated as shall be executed, for agreed between the purpose parties. 7.2.12 Mr. Xxxxxx Xxxx will sign deeds of Closing the Transaction and the simultaneous execution of all (and not only a portion) transfer of the following operations:Xxxxxx Xxxx Shares in favor of Xxxx Marketing and Levy Management and shall deliver the share certificates in his possession. 7.1 7.2.13 The Seller parties will sign share transfer deeds pursuant to which the Shares Sold are transferred from the Sellers to the Purchaser, and share certificates will be issued to the Buyer shall exchange confirmations Purchaser in respect of the accuracy Shares Sold and share certificates to the Sellers in respect of the warrants given Remaining Shares. 7.2.14 Each of the Sellers shall sign documents of charge of the Remaining Shares held by each of them pursuant in favor of Blue Square, and shall deliver to the Trustee the share certificate in respect of the Remaining Shares together with deeds of transfer of the Remaining Shares to Blue Square, signed by him. 7.2.15 The parties will sign the trust agreement which is attached to this Agreement as Appendix Q. 7.2.16 Each of the Sellers shall deliver to Blue Square an irrevocable power of attorney in the text of Appendices R1-R5 to this Agreement, correct empowering Blue Square to vote at the general meetings of the Company on the strength of the Remaining Shares, in its sole discretion and without any necessity for obtaining approval from any of the Sellers, and to act with respect to the Closing Date, in the version attached Shares as APPENDIX 7.1 to this Agreementan owner acts. 7.2 7.2.17 The Purchaser will pay each of the Sellers his part of the consideration as set forth in Clause 4.2 above (less the amounts which require to be transferred to Mercantile Bank for purposes of removing the charge mentioned in Clause 4.3 above), by way of a bank check or by bank transfer to a bank account the details of which the relevant Seller shall deliver a confirmation will furnish to the Buyer Purchaser not later than 3 (three) business days before the Date of Closing. 7.1.18 The parties will sign reports to the Registrar of Companies and will sign any additional document that may be required for purposes of the Closing implementation and completion of the Xxxxxxxxx Transaction, in sale transaction which is the version attached as APPENDIX 7.2 to subject of this Agreement. 7.3 The Seller shall deliver a share transfer deed to All the Buyer in respect acts that will be performed on the Date 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's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4. 7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement. The Parties hereby agree that the execution of all of the aforesaid operations fulfills the cross conditions in this Agreement, and they shall will be deemed as being carried out simultaneously at that time. No single operation shall to have been performed simultaneously, no separate act will be deemed as having to have been completed and no single document shall will be deemed as having to have been delivered delivered, until all of the operations acts have been completed at such time and all the documents delivered at have been delivered. For the avoidance of doubt it is clarified that timethe Purchaser’s obligation to complete the transaction is only to the extent that all the Sellers complete the transaction. The failure of any of the Sellers to complete the transaction will give the Purchaser the right to refrain from completing the transaction vis-à-vis all the Sellers.

Closing of the Transaction. Subject to the fulfillment of all of the Suspending ConditionsConditions Precedent as set forth in section 19 below, 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 take place on 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, Effective Date at 12:00 in the version attached as APPENDIX 7.1 Law Offices of Xxxxxx Xxxxxx & Co. Advocates, 3 Ha’yezira St. (Shaap Building, 7th floor), Ramat Gan, or at any other time or place 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 be agreed upon by the Seller and duly certified by the Seller's Attorney, parties 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's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4. 7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreementwriting. The Parties hereby agree that the execution of all of the aforesaid operations fulfills the cross conditions actions set forth in this Agreement, and they section below shall be deemed as being carried out and considered to have occurred at one and the same time, and shall have no effect unless all are wholly and fully done simultaneously at that time. No and concurrently and no single operation action shall be deemed as having to have been completed and no single document shall be deemed as having to have been delivered delivered, until all of the operations such actions have been completed and all required documents delivered. It is agreed that modifications may apply to the Closing procedure, which the parties shall discuss and agree in good faith and reasonably, all for ensuring, to the extent possible, the simultaneous nature of the following actions: 18.1 The parties will provide approval that all representations set forth in sections 5 and 6 above (each party with reference to its own representations) are also true on the date of approval of the Transaction by the Company’s General Meeting or that no material changes have occurred in any of the representations prior to the date of approval of the Transaction at the General Meeting of the Company, of which no written notice was delivered at to the other party to this Agreement, other than changes made in accordance with the provisions of this Agreement, including presentation of the documents evidencing the aforesaid representations. 18.2 Deleted. 18.3 Shall provide authorizations from the competent organs of 4Eyes for the transfer of 4Eyes shares to the Company, to the extent such authorizations are required under 4Eyes’ incorporation documents and under any law, including share transfer deeds of 4Eyes’ shares from MAGNA to the Company signed by MAGNA, minutes of 4Eyes shareholders’ and board of directors’ <meetings> authorizing the transfer of 4Eyes’ shares to the Company and approval of the Transaction which is the subject matter of this Agreement. 18.4 4Eyes shall transfer to the Company the shares of 4Eyes, being Free and Clear. 18.5 4Eyes shall deliver to the Company a share certificate in the name of the Company for the Purchased Shares and also an approval that timesuch transfer of the Purchased Shares was done in accordance with the requirements set forth in the Articles of Association of 4Eyes. 4Eyes shall enter the Purchased Shares in 4Eyes’ shareholders register and shall also sign the reporting forms intended for the Companies Registrar in connection with the transfer of the Purchased Shares and deliver copies of such notices sent to the Companies Registrar with respect to the transfer of 4Eyes’ shares to the Company. 18.6 4Eyes shall deliver an affidavit to the Company, in the form attached hereto as Annex 18.6, according to which all the representations and declarations provided in section 6 are true in any material aspect on the Effective Date. 18.7 An opinion will be delivered by the attorneys’ firm of 4Eyes confirming that all transactions which are the subject matter of this Agreement were duly authorized by the competent organs of 4Eyes.

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 affirmed by witnesses of the Seller's Attorneytransfer, 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, and 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's Register of Shareholders as the owner of the Shares Being Sold and shall deliver a written confirmation by the Company to the Buyer that the Buyer has been registered in the Company's Register of Shareholders as the owner of the Shares Being Sold. Immediately thereafter, the Company shall issue to the Buyer the share certificate under the name of the nominee company and the written instruction to the nominee company, as specified above in clause 7.4. 7.7 The Seller shall deliver to the Buyer a valid certificate of exemption from withholding tax, and, in the absence of such certificate, duly required withholding tax shall be deducted from any sum that shall be paid by the Buyer to the Seller by virtue of and in accordance with this Agreement. The Parties hereby agree that the execution of all of the aforesaid operations fulfills the cross conditions in this Agreement, and they shall be deemed as being carried out simultaneously at that time. No single operation shall be deemed as having been completed and no single document shall be deemed as having been delivered until all of the operations have been completed and all documents delivered at that time.