Closing Transactions Clause Samples

Closing Transactions. The term "Closing Transactions" shall have the meaning set forth in Section 2.4.

Closing Transactions. All documents and other instruments required to be delivered at the Closing shall be regarded as having been delivered simultaneously, and no document or other instrument shall be regarded as having been delivered until all have been delivered.

Closing Transactions. At the Closing: (a) the Company, Buyer and Merger Sub shall cause the Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware; (b) Buyer (or the applicable Buyer as designated below) shall deliver: (i) US Buyer shall deliver to Blocker Seller, the Blocker Closing Payment; (ii) to the Paying Agent, the Estimated Closing Cash Payment, less the Blocker Closing Payment; (iii) to the Escrow Agent, the Adjustment Escrow Amount, to be held for the purpose of funding any payments required pursuant to Section 3.03(b)(v), and to be administered under the terms of the Escrow Agreement; and (iv) to the Representative: (A) the Representative Holdback, pursuant to Section 14.17(c); (B) a certificate, dated as of the Closing Date and signed by an officer of Buyer, stating that the conditions specified in Sections 11.01 and 11.02 with (C) the Escrow Agreement, duly executed by Irish Buyer, US Buyer and the Escrow Agent; (c) Buyer shall pay, on behalf of the Group Companies, the outstanding balance of any Funded Debt listed on the Estimated Closing Statement, pursuant to payoff letters, which payoff letters shall be in form and substance reasonably satisfactory to Buyer, from the holders of all such Funded Debt (the "Payoff Letters"); (d) Buyer shall pay, on behalf of the Group Companies and Blocker, all Transaction Expenses, in each case, in the amounts and to the Persons identified on the Estimated Closing Statement; (e) Blocker Seller shall deliver to US Buyer: (i) the certificates representing the Blocker Shares, together with a duly executed stock power; (ii) a certificate, dated as of the Closing Date and signed by an officer of Blocker Seller, stating that the conditions specified in Sections 10.01 and 10.02 with respect to Blocker and Blocker Seller have been satisfied; (iii) a certificate from Blocker Seller stating that such entity is not a "foreign person" in the form of Exhibit E-2 attached hereto and an IRS Form W-9; (iv) a copy of Blocker's Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, and a certificate of good standing of Blocker from the Secretary of State of the State of Delaware dated within five days of the Closing Date; (v) a certificate, dated as of the Closing Date and signed by an officer of Blocker certifying that attached thereto are true and complete copies of (A) all resolutions or written consents duly adopted by Blocker's directors and stockh...

Closing Transactions. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously: (a) MailKey shall deliver, or cause to be delivered, to Acquiror and Sub, the following documents and shall take the following actions: (i) Certificates, if any, representing all of the issued and outstanding shares of MailKey Capital Stock; (ii) Investment letters (x) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(x) (the "U.S. INVESTMENT LETTER") executed by the U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(X) ("U.S. MAILKEY SECURITY HOLDERS") and (y) in the form attached to this Agreement as Exhibit 2.2(a)(ii)(y) (the "NON U.S. INVESTMENT LETTER") executed by the non-U.S. resident MailKey Shareholders, MailKey Warrant Holders, the MailKey Option Holders and the MailKey Loan Unit Holders listed on SCHEDULE 2.2(A)(II)(Y) ("NON-U.S. MAILKEY SECURITY HOLDERS"); (iii) The MailKey Warrants and any certificates or agreements evidencing the MailKey Warrants for cancellation in accordance with Section 1.2(c) hereof; (iv) The MailKey Options and any certificates or agreements evidencing the MailKey Options for cancellation in accordance with Section 1.2(d) hereof; (v) The MailKey Loan Units and any certificates or agreements evidencing the MailKey Loan Units for cancellation in accordance with Section 1.2(e) hereof; (vi) A certificate executed by an authorized officer of MailKey to the effect that all representations and warranties made by MailKey in this Agreement are true and correct on and as of the Closing, as though originally given to Acquiror and Sub on said date; (vii) An incumbency certificate signed by all of the officers of MailKey dated at or about the Closing; (viii) Copy of Articles of Association of MailKey certified by the Secretary of MailKey at or about the Closing shall be delivered by MailKey; similar Articles, Regulations or other governing instruments will be delivered by each of the Subsidiaries; and (ix) Board resolution dated at or about the Closing authorizing the transactions contemplated by this Agreement and Written Notice (as defined in Section 3.1(a) certified by the Secretary of MailKey. (b) Acquiror will deliver, or shall cause to be delivered, to MailKey, the MailKey Warrant Holders and the MailKey Shareholders, as applicable, the following documents and shall take the following actions: (i) Acq...

Closing Transactions. At the Closing: (a) Purchaser shall pay or cause to be paid in cash out of the Available Cash, by wire transfer of immediately available funds: (i) all amounts included in Seller Transaction Expenses to the accounts set forth in the Closing Statement; and (ii) all amounts included in the Purchaser Transaction Expenses to the accounts set forth in the Purchaser Closing Statement. (b) Each of Purchaser, the Seller Representative and the Sponsor shall deliver an executed counterpart to an escrow agreement to be entered into on the Closing Date by and among Purchaser, the Seller Representative, the Sponsor and an escrow agent mutually agreed upon by P▇▇▇▇▇▇▇▇, the Seller Representative and the Sponsor (the “Escrow Agent”) in the form to be mutually agreed upon by Purchaser, the Seller Representative and the Sponsor (the “Escrow Agreement”). Pursuant to the Escrow Agreement, Purchaser shall deposit with the Escrow Agent at Closing: (i) the Seller Earnout Escrow Shares into a designated and separate escrow account (the “Seller Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Seller Earnout Escrow Shares as provided herein and in the Escrow Agreement; and (ii) the Initial Shareholders Earnout Escrow Shares into a designated and separate escrow account (the “Initial Shareholders Earnout Escrow Account”), and the Escrow Agent will hold and disburse the Initial Shareholders Earnout Escrow Shares as provided herein and in the Escrow Agreement; (c) Purchaser shall make, or cause to be made, appropriate book entries in the name of each Seller evidencing the issuance of the Closing Shares to such Seller as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10), free and clear of all Liens (except for (i) Liens created by, or on behalf of, such Seller, (ii) Liens consisting of restrictions on transfer generally arising under applicable federal securities Laws or state securities Law and (iii) the restrictions arising under the lock-up provisions under the Investors Rights Agreement). (d) Purchaser shall pay, or cause to be paid, the Closing Cash Consideration to the Sellers, as set forth on the Consideration Spreadsheet (as updated, to the extent necessary, pursuant to Section 2.10); (e) The Seller Representative shall deliver to Purchaser: (i) a copy of minutes of the decisions of the Strategic Committee approving the signature of this Agreement by the Company, and the transactions contemplated...

Closing Transactions. The following transactions and deliveries shall occur at the Closing: 4.5.1. SELLER shall deliver or cause the delivery of (the “Seller Closing Deliverables”): (a) A statutory form of quitclaim deed (the “Deed”) pursuant to Art. 9, Title 5- A of the Public Authorities Law, containing the covenant required by Section 13 of the Lien Law, signed and acknowledged by SELLER in proper form for recording so as to convey the title required by this Agreement, and also containing the deed restriction described in Section 6.4 below. The Deed shall be delivered to the Title Company at the Closing for recordation; (b) A TP-584 form and RP-5217 form pertaining to the Deed, signed by SELLER; (c) A certificate of non-foreign status, signed by Seller; (d) A settlement statement, identifying all costs, expenses and disbursements of the transaction described herein, signed by Seller (the “Settlement Statement”); (e) Such customary affidavits pertaining to title as the Title Company may reasonably require provided that in no event shall any such affidavits require that SELLER may any affirmation, representation or warranty of any kind with respect to the Subject Property or the state of title thereto; (f) Certified resolution(s) of SELLER authorizing the conveyance of the Subject Property to PURCHASER; (g) Any and all documents, agreements, registrations, keys, originals of expired leases or occupancy agreements with current tax bills, etc., in SELLER’S actual possession or located in or at the Subject Property and used in or applicable to the operation and maintenance of the Subject Property, as is; (h) A License Agreement in the form attached hereto as Exhibit “A” (the “License Agreement”), together with a Memorandum thereof to be recorded in the Ulster County Land Records and TP-584 related thereto; and (i) the Purchase Money Mortgage.

Closing Transactions. 9 ARTICLE III

Closing Transactions. Subject only to the disbursement and application of the initial Borrowing, the Closing Transactions shall have occurred (or Administrative Agent shall be satisfied that such transactions will occur simultaneously therewith).

Closing Transactions. In the event the Offering Persons receive an Offer Notice pursuant to Section 5.2, the Other Shareholders receive a Transfer Notice pursuant to Section 5.3, the Dragged Shareholders receive a notice pursuant to Section 5.4, the Called Shareholders receive a Call Notice pursuant to Section 5.5, each Offering Person (with respect to Section 5.2), each Other Shareholder (with respect to Section 5.3), each Dragged Shareholder (with respect to Section 5.4) or each Called Shareholder as the case may be, agrees to use its commercially reasonable efforts, in good faith and in a timely matter, to take, or cause to be taken, all Necessary Actions and to do, or cause to be done, all things reasonable necessary, proper or advisable, under applicable Law (including, without limitation, to ensure that all appropriate requirements of Law are met and all Consents of third Persons are obtained, in each case, with respect to the transfer by such Offering Person, Other Shareholder, Dragged Shareholder, Called Shareholders or Centel Shareholders as the case may be), to consummate the proposed transactions contemplated by Sections 5.2, 5.3, 5.4 or 5.5, as the case may be. All reasonable costs and expenses incurred by Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders, Centel Shareholders or the Company, as the case may be, in connection with a transfer made pursuant to Sections 5.2, 5.3, 5.4 or 5.5 (including, without limitation, all costs and disbursements, finders’ fees or brokerage commissions but excluding the fees and disbursements of counsel which shall be borne independently by each Offering Person, Other Shareholder, Dragged Shareholder, Called Shareholders, Centel Shareholders or the Company, as the case may be), or to be paid by Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders or Centel Shareholders as provided for in the relevant purchase agreement, shall be allocated pro rata among the Offering Persons, Other Shareholders, Dragged Shareholders, Called Shareholders or Centel Shareholders as the case may be, based upon the number of Equity Securities sold by each such Shareholder.