Company's Actions at Closing Sample Clauses

Company's Actions at Closing. On the Closing Date, the Company, contemporaneously with the performance by BCH and the BCH shareholders of their obligations to be performed at the Closing, shall deliver to the BCH shareholders the following: Company Common Shares. Issue Post Reverse Split Common Shares totaling 16,000,000 to which each BCH shareholder shall be entitled to receive pursuant to this Agreement, as set forth in Exhibit "B" attached hereto, with each share certificate bearing the restrictive legend described in Section 1.4 above.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Company's Actions at Closing. On the Closing Date, the Company, contemporaneously with the performance by Three Strikes and the Three Strikes' shareholders of their obligations to be performed at the Closing, shall deliver to the Three Strikes' shareholders the following: (a) Company Common Capital Stock Certificates. Stock certificates representing an aggregate of 20,000,000 post split shares of Company's Common Capital Stock (or approximately 56,000,000 pre-split common shares with rights as provided in section 1.3(b)) to which each Three Strikes shareholder shall be entitled to receive pursuant to this Agreement, as set forth as an Exhibit and attached hereto, with each certificate bearing the restrictive legend described in Section 1.4 above.
Sample 1Sample 2Sample 3
Company's Actions at Closing. At the Initial Closing, the Company will deliver the following to CVGI: (a) $5,000,000 principal amount of Convertible Notes, which will be substantially in the form of Exhibit 2.2-A. (b) $5,000,000 principal amount of Exchangeable Notes, which (like all the Exchangeable Notes) will be substantially in the form of Exhibit 2.2-B.
Sample 1Sample 2
Company's Actions at Closing. At the Closing, the Company will deliver the following to the Buyer: (a) The Notes, which will be substantially in the form of Exhibit 2.2-A. (b) A copy, executed by the Company, of Amendment No. 1 to a Registration Rights Agreement (the "Registration Agreement") substantially in the form of Exhibit 2.2-B. (c) A copy, executed by Thayxx Xxxity Investors III, L.P. ("Thayxx") xf a Shareholders Agreement (the "Shareholders Agreement") substantially in the form of Exhibit 2.2-C.
Sample 1Sample 2
Company's Actions at Closing. On the Closing Date, the Company, contemporaneously with the performance by NutraTek and the NutraTek Members of their obligations to be performed at the Closing, shall deliver to the NutraTek Members the following: (a) Company Common Capital Stock Certificates. Stock certificates representing an aggregate of 101,000,000 plus 39,000,000 common shares to affiliates of Company's Common Capital Stock to which each NutraTek Member or Affiliate and each designated affiliate shall be entitled to receive pursuant to this Agreement, as set forth in Exhibit A and Disclosure 1.1 attached hereto, with each certificate bearing the restrictive legend described in Section 1.4 above.
Sample 1
Company's Actions at Closing. At or prior to the Closing, the Company shall: (a) deliver to Buyer resignations of the directors, managers and officers of the Company, except as Bxxxx may otherwise specify; (b) deliver to Buyer a certificate of a manager or officer of the Company certifying (i) that attached thereto are true and complete of copies of its certificate of organization and operating agreement; (ii) a certificate of good standing or equivalent duly certified as of a recent date by the Secretary of State of the Company’s jurisdiction of formation (iii) that attached thereto are true and complete copies of all resolutions adopted by the board of directors or managers (or equivalent governing body) of the Company authorizing the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein (collectively, the “Transaction”); (iv) that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Transactions, and (v) the names and signatures of the managers or officers of the Company authorized to sign this Agreement and the Transaction Documents; (c) at least two (2) Business Days prior to the Closing, deliver to Buyer (i) a final invoice from each Person to whom the Transaction Expenses are owed along with instructions from such Person for paying such amounts and (ii) an agreement by such Person that the agreement pursuant to which the Transaction Expenses are owed as set forth in the final invoice shall be deemed terminated upon payment of thereof at Closing and that such Person thereupon releases the Company from any and all claims under such agreement; all in a form and substance reasonably satisfactory to Buyer; (d) deliver to Buyer at least three (3) Business Days prior to the Closing, the Payoff Letters from each holder of Closing Indebtedness; (e) deliver to Buyer such certificates and documents as may be necessary or appropriate to change the authorized signatories on all bank accounts and safe deposit boxes maintained by or in the name of the Company; (f) deliver to Buyer the original minute and equity books of the Company; (g) deliver to Buyer each of the Required Consents in form and substance reasonably acceptable to Buyer; (h) deliver to Buyer a certificate, dated the Closing Date and signed by a duly authorized officer of the Company, that each of the conditions set forth in Sections 8.2, 8.3 and 8.6 has been satisfied; and (i) deliver...
Sample 1
Company's Actions at Closing. On the Closing Date, the Company, contemporaneously with the performance by Via-Tek and the Via-Tek shareholders of their obligations to be performed at the Closing, shall deliver to the Via-Tek shareholders the following: (a) Company Common Capital Stock Certificates. Stock certificates representing an aggregate of 18,000,000 post split shares of Company's Common Capital Stock (or approximately 41,000,000 pre-split common shares with rights as provided in section 1.3(b)) to which each Via-Tek shareholder shall be entitled to receive pursuant to this Agreement, as set forth as an Exhibit and attached hereto, with each certificate bearing the restrictive legend described in Section 1.4 above.
Sample 1
AutoNDA by SimpleDocs
Company's Actions at Closing. On the Closing Date, the Company, contemporaneously with the performance by AVI and the AVI shareholders of their obligations to be performed at the Closing, shall deliver to the AVI shareholders the following: (a) Company Stock Certificates. Stock certificates representing an aggregate of 60 million shares of Company's Common Stock to which each AVI shareholder shall be entitled to receive pursuant to this Agreement, as set forth in Exhibit Battached hereto, with each certificate bearing the restrictive legend described in Section 1.4 above.
Sample 1

Related to Company's Actions at Closing

  • Actions at Closing At the Closing, the following actions will take place: (a) Buyer will pay to GLAR the Purchase Price as described in Section 1.3 of this Agreement by delivery of (i) stock certificates evidencing the ESP Stock, and (ii) the Consulting Agreement referenced in Section 2 of this Agreement, executed by the Buyer. (b) GLAR will deliver to Buyer copies of necessary resolutions of the Board of Directors of GLAR authorizing the execution, delivery, and performance of this Agreement and the other agreements contemplated by this Agreement for GLAR's execution, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of GLAR as being valid and in full force and effect. (c) Buyer will deliver to GLAR copies of corporate resolutions of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement for Buyer's execution, if any, and consummation of the transactions contemplated by this Agreement, which resolutions have been certified by an officer of Buyer as being valid and in full force and effect. (d) GLAR and the Company will each deliver to the other party true and complete copies of each party's Certificate of Incorporation and a Certificate of Good Standing from the appropriate official of each party's jurisdiction of incorporation, which certificates and certificates of good standing are dated not more than 30 days prior to the Closing Date. (e) Each party to the Consulting Agreement shall have executed it and delivered the signed copy to the other party to the Consulting Agreement. (f) The Board of Directors and executive officers of GLAR will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Buyer, and will resign simultaneously. (g) Immediately prior to their resignation, the then directors and executive officers of GLAR will immediately execute all documents and take all action which is necessary or appropriate in order to cause the designees of the Buyer to be the signatories on all GLAR bank accounts. (h) Any additional documents or instruments as a party may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer and delivery of the GLAR Stock to the Buyer.

  • Actions at the Closing Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable: (a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound. (b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. Xxxxx Xxxxxx as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound. (c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities owned by each such Shareholder, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of the Company, such certificates may be delivered to the Company’s registrar or transfer agent. (d) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Shareholders calculated in accordance with Section 2.1(b). (e) The Company Preferred Shareholder shall deliver to the Company the cancellation request and executed agreements as needed for surrendering of all of the Series A Preferred Stock owned by him on the books of the Company, such cancellation request may be delivered to the Company’s transfer agent. (f) The Company shall deliver to the Shareholders a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue all authorized shares of the Series A Preferred Stock in book entry form to the Shareholders. (g) The Company shall deliver to the Company Preferred Shareholder a copy of the transfer agent instruction letter that instructs the Company’s stock transfer agent to issue the Series B Preferred Stock in book entry form to the Company Preferred Shareholder calculated in accordance with Section 2.1(c). (h) The Company shall deliver to the Seller a copy of the written resignation of Xx. Xxx Xxxx from his position as Chief Executive Officer of the Company. (i) The Shareholders and the Company Preferred Shareholder shall deliver to the Company counterparts duly executed by them to the Lock-Up Agreement and the Registration Rights Agreement. (j) The Company shall deliver to the Seller duly executed copies of the Employment Agreements. (k) The Company and the Company Preferred Shareholder shall deliver validly executed transfer documents in accordance with Section 7.3 dated as of the date hereof and effective as of the next Business Day after the date hereof.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Transactions at the Closing The following transactions shall take place at the Closing: (a) Seller shall enter into (as applicable) (and in the case of certain Leases, Reynxxxx) xxd deliver to Buyer: (i) the Bill xx Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, (vi) all applicable Tax Clearances, and (vii) other instruments of transfer, evidence of consent and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances. Seller shall also deliver to Buyer all Books and Records, including the originals of the Advertising Contracts and Site Leases. (b) Buyer shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available funds. (c) Buyer shall enter into (as applicable) and deliver to Seller: (i) the Bill xx Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, and (vi) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities. (d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Deliveries at the Closing At the Closing, (i) Seller will deliver to Purchaser the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below; (iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a xxxx of sale substantially in the form attached hereto as Exhibit “A”, (B) a real estate limited warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit “F” (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit “B”, (D) a counterpart of the shared services agreement in substantially the form attached hereto as Exhibit “C” (the “Shared Services Agreement”), (E) a Seller non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit “D”, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit “E” (the “Assignment and Assumption”), (G) an assignment of each Real Property Lease in substantially the form of Exhibit “O” attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute, acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto as Exhibit “R” and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase Price,

  • Deliveries at Closing (a) At or prior to the Closing, the Company, TopCo, or the Members’ Representative shall deliver, or cause to be delivered, to Buyer: (i) evidence of the issuance of the Purchased Units in a form reasonably acceptable to Buyer, vesting all right, title and interest in such Purchased Units in Buyer; (ii) the Transaction Documents executed by the Company, TopCo, and the Members, as applicable, and all other agreements, documents, instruments or certificates required to be delivered by the Company, TopCo, and the Members at or prior to the Closing pursuant to Article VII; (iii) the Escrow Agreement, duly executed by the Members’ Representative and TopCo; (iv) the Payment Agent Agreement, duly executed by the Members’ Representative, TopCo, and the Payment Agent; (v) the Company Closing Certificate; (vi) written certification by the Chief Executive Officer of each of the Company and Pearl of the closing of the acquisition of the assets of Pearl in accordance with the Pearl Acquisition Agreement on the Closing Date (such acquisition, the “Pearl Acquisition”), including, without limitation, the execution and delivery of all documents required for closing and the satisfaction of all other conditions to closing subject only to funding of the Pearl Purchase Price on the Closing Date pursuant to this Agreement; (vii) the Payoff Letters and evidence in form satisfactory to Buyer that all Liens relating to the Company and Company Assets shall have been released in full, other than Permitted Liens; (viii) a written acknowledgement by TopCo in form satisfactory to Buyer that the Company Note is to be satisfied in full upon the payment of the Purchase Price; (ix) an IRS Form W-9 (or other proof of exemption from withholding under Section 1445 and 1446(f) of the Code in connection with the Transactions reasonably satisfactory to Buyer) validly executed by each Member and TopCo; (x) evidence reasonably satisfactory to Buyer that all security interests and other Liens, other than Permitted Liens, in any assets of the Company have been released prior to or shall be released simultaneously with the Closing; (xi) evidence of termination of the agreements listed on Schedule 7.9; (xii) the deliverables of the Company and Members set forth in Article VII; (xiii) completion of the RSM Xxxxxxxx-Xxxxx audit and delivery of the RSM report; (xiv) a finalized forgiveness application in the form prescribed by the PPP Lender (the “PPP Forgiveness Application”) with all supporting documentation including, but not limited to, evidence of each of the amounts used in the forgiveness amount calculation therein, together with a certificate executed by the Chief Executive Officer of the Company, in form and substance reasonably satisfactory to Purchaser, certifying that the PPP Loan Forgiveness Application was submitted to the PPP Lender and attaching a copy of each of the PPP Forgiveness Application and the resolutions of the Managers of the Company approving the PPP Forgiveness Application (such resolutions the “PPP Forgiveness Board Authorization”). (b) At or prior to the Closing, Buyer shall deliver or cause to be delivered the following: (i) by wire transfer of immediately available funds to the account of the Payment Agent on behalf of the Company for further payment to the Members on behalf of TopCo pursuant to the Redemption, cash in an amount equal to the Estimated Cash Consideration, less the sum of (y) the Escrow Funds, plus (z) the Representative Expense Fund (the “Closing Cash Consideration”), and less the Pearl Purchase Price; (ii) to the Exchange Agent the Buyer Shares for the account of the Company for immediate distribution to TopCo in connection with the Company Note Repayment, and then to the Members pursuant to the Redemptions (the “Closing Buyer Shares Consideration” and, together with the Closing Cash Consideration, the “Closing Payment”), which Buyer Shares will be delivered in book entry (electronic form); (iii) cash in an amount equal to the Pearl Purchase Price to Pearl on behalf of the Company, by wire transfer of immediately available funds as set forth in the Initial Consideration Spreadsheet; (iv) cash in an amount equal to the Representative Expense Fund to the Members’ Representative, by wire transfer of immediately available funds as set forth in the Initial Consideration Spreadsheet; (v) cash in an amount equal to the Company Transaction Expenses set forth in the Initial Consideration Spreadsheet, by wire transfer of immediately available funds, to each of the payees set forth in such Initial Consideration Spreadsheet; (vi) cash in an amount equal to the Closing Indebtedness Amount set forth in the Initial Consideration Spreadsheet each of the payees set forth in such Initial Consideration Spreadsheet, to the extent applicable; (vii) cash in an amount equal to the PPP Loan Escrow Amount, by wire transfer of immediately available funds, to the PPP Lender as set forth in the Initial Consideration Spreadsheet; (viii) the Buyer Closing Certificate to the Members’ Representative; (ix) the Escrow Agreement, duly executed by Buyer and the Escrow Agent, to the Members’ Representative and TopCo; (x) the Payment Agent Agreement, duly executed by Buyer, to the Members’ Representative; and (xi) to the Members’ Representative and TopCo, the Transaction Documents executed by Buyer, as applicable, including all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Article VIII.

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!