Conveyances at Closing. At the Closing, and in connection with ---------------------- effecting and consummating the Closing, including, without limitation, the sale and purchase of the Stock and the delivery of the First Payment, the Seller shall, on the Closing Date, deliver the following:
(a) a certified copy of (i) a sole shareholder's decision of the Acquired Subsidiary authorising the transfer of the Stock to the Buyer in accordance with the articles of association of the Acquired Subsidiary; and (ii) the minutes of a duly called and quorate meeting of the board of directors of the Acquired Subsidiary approving the transfer of the Stock to the Buyer (subject only to due stamping of the stock transfer form), accepting the resignations as directors of the Acquired Subsidiary in a form satisfactory to the Buyer of Xxxxxx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxx Xxxxxxx and Xxxxxx Xxxxx and appointing Xxxxx Xxxxxxxx, Pekka Lopperi and Xxxx-Xxxxx Sternberg as directors of the Acquired Subsidiary, all effective immediately upon the Closing;
(b) a true original of the certificate of the Stock issued to Seller, accompanied by a duly authorised and executedstock transfer form relating to the Stock;
(c) all consents, orders and approvals of the Bankruptcy Court (including, without limitation, a certified copy of the Sale Approval Order or a third party sale approval order naming Buyer as the second highest bidder (in either case in form and substance reasonably satisfactory to the Buyer and its counsel)) and all necessary creditors and other parties to the Bankruptcy Case and all other third parties, if any, necessary to effectuate the transfer of the Stock and to consummate the transactions contemplated hereby;
Conveyances at Closing. 15 ARTICLE IV
Conveyances at Closing. At the Closing Sellers will deliver to Purchaser full possession of the Assets and such xxxx(s) of sale, endorsements, assignments and other good and sufficient instruments of sale, conveyance, transfer and assignment, all containing covenants of warranty, in form and substance satisfactory to Sellers and Purchaser acting reasonably (including, without limitation, a Xxxx of Sale and Assignment substantially in the form of Schedule 3.02(a), an Assignment of Intellectual Property substantially in the form of Schedule 3.02(b), and an Assignment of Contract Rights substantially in the form of Schedule 3.02(c)), as will be required or as may be desirable in the opinion of Purchaser's counsel in order to effectively vest in Purchaser full, indefeasible, legal, equitable and beneficial title to the Assets with full substitution and subrogation to all rights and actions of warranty, free and clear of all Liens, except with respect to the Assumed Liabilities. On the Closing Date, Purchaser shall assume and agree to discharge the Assumed Liabilities by delivering to Sellers at the Closing an Agreement for Assignment and Assumption of Assumed Liabilities substantially in the form of Schedule 3.02(d). In addition and on the Closing Date, Sellers shall assume and agree to discharge in the ordinary course of business those Excluded Liabilities not paid off and discharged prior to Closing by delivering to Purchaser at the Closing an Agreement for Excluded Liabilities substantially in the form of Schedule 3.02(e). The parties have agreed to waive any compliance by the Sellers with respect to the Bulk Sales Law, and the Sellers have agreed to indemnify Purchaser in accordance with Section 8.02 for the failure to so comply.
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of a check payable to the Corporation or a wire transfer to an account designated by the Corporation in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. At the Closing, and in connection with effecting and consummating the Closing, including, without limitation, the sale and purchase of the Acquired Assets and the delivery of the Purchase Price, Seller and Buyer shall, on the Closing Date, deliver the following:
Conveyances at Closing. At the Closing, the Corporation shall ---------------------- deliver to each Investor a certificate or certificates, registered in the name of such Investor, representing that number of Preferred Shares being purchased by such Investor against receipt by the Corporation of (i) a check payable to the Corporation or a wire transfer to an account designated by the Corporation and/or (ii) a surrendered Senior Note (for which credit shall be given by the Corporation for both unpaid principal and accrued and unpaid interest (other than accrued interest from and after the December 1, 1999, if any, which shall be paid in cash by the Company promptly after the Initial Closing)), in either or both cases, in the full amount of the aggregate Purchase Price for the Preferred Shares being purchased by such Investor at the Closing.
Conveyances at Closing. (a) At the Closing, in connection with effecting and consummating the transactions contemplated hereby, the Seller shall, to the extent necessary to deliver title, in the Purchaser’s reasonable discretion, deliver the following to the Buyer:
(i) an executed Xxxx of Sale;
(ii) assignment documentation necessary for the conveyance of any patents and intellectual property to the Purchaser; and
(iii) such other instruments as shall be reasonably requested by the Buyer to vest in the Buyer title in and to the Acquired Assets in accordance with the provisions hereof and the order approving the sale.
(b) At the Closing, and in connection with effectuating and consummating the transactions contemplated hereby, the Purchaser shall deliver the Purchase Price to the Seller in the form of a cashier or bank check.
(c) The form of any document to be delivered hereunder shall be in a form and substance and shall be executed and delivered in a manner reasonable satisfactory to the Purchaser and Seller.
Conveyances at Closing. (a) At the Closing, in connection with effecting and consummating the transactions contemplated hereby, the Seller shall, to the extent necessary to deliver title, in the Purchaser’s reasonable discretion, deliver the following to the Buyer:
(i) an executed Bxxx of Sale;
(ii) such other instruments as shall be reasonably requested by the Purchaser to vest in the Purchaser title in and to the Acquired Assets in accordance with the provisions hereof and the order approving the sale.
(b) At the Closing, and in connection with effectuating and consummating the transactions contemplated hereby, the Purchaser shall deliver the Purchase Price to the Seller in the form of a cashier or bank check.
(c) The form of any document to be delivered hereunder shall be in a form and substance and shall be executed and delivered in a manner reasonable satisfactory to the Purchaser and Seller.
Conveyances at Closing. (a) Subject to the terms and conditions contained herein, to effect the sale and transfer of the Purchased Assets at the Closing, Seller will, at or before the Closing, execute and deliver or cause to be executed and delivered to Buyer:
(i) a Xxxx of Sale of Seller in the form attached hereto as Exhibit “B”;
(ii) an Assignment and Assumption of Liabilities in the form attached hereto as Exhibit “C” (the “Assignment and Assumption of Liabilities”); and
(iii) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.
(b) Subject to the terms and conditions contained herein, to effect the assumption by Buyer of Seller’s obligations and liabilities, Buyer will, at or before the Closing, execute and deliver or cause to be executed and delivered to Seller:
(i) an Assignment and Assumption of Liabilities; and
(ii) such other instruments as shall be reasonably requested by Seller to evidence Buyer’s assumption of the Assumed Liabilities in accordance with the provisions hereof.
(c) To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner reasonably satisfactory to Buyer and Seller.
Conveyances at Closing. (a) AMD and the Company Deliveries. To effect the transactions ------------------------------ contemplated hereby, at the Closing, AMD and the Company will deliver or cause to be delivered to LLC:
(i) a complete set of all documents in connection with the consummation of the transactions contemplated by the Reorganization Agreement;
(ii) the resignation of all directors of the Company;
(iii) stock certificates representing the Purchased Common Shares and the Purchased Preferred Shares; and
(iv) such other instruments, documents and certificates as LLC or its counsel may reasonably request to implement the transactions contemplated hereby.
