Exchange at Closing Sample Clauses

Exchange at Closing. Notwithstanding Section 3.1(b), each holder of a Certificate, upon surrender thereof to the Exchange Agent at the Closing together with a Letter of Transmittal (properly completed and duly executed) and any other required documents of transfer, and provided such holder has provided Parent and the Exchange Agent with at least five (5) Business Days’ written notice of its intention to so surrender its Certificates, shall be entitled to receive at or immediately after the Closing in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificates (and shall also be entitled to the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3). Promptly following such surrender, the Exchange Agent shall deliver the portion of the Merger Consideration or Warrant Payment (as applicable) payable out of the Exchange Fund in respect of such surrendered Certificates.

Exchange at Closing. At Closing, Seller shall deliver to Purchaser the Deed for the Property, a certificate of occupancy for the house located on the Property issued by the applicable governmental authority, and, if applicable, a certificate of final approval by the FHA or VA. At Closing, Purchaser shall pay to Seller the Purchase Price in full.

Exchange at Closing. (a) Not less than five (5) days prior to the Closing Date the Platform Owners shall deliver to UPH the financial statements of the Platform Entities for the calendar quarter ending December 31, 2016 (or, if available, the audited financial statements of the Platform Entities for the calendar year ending December 31, 2016) that have been prepared in good faith in accordance with SAP or MN SAP, as applicable, are consistent in all material respects with the books, records and accounts of the Platform Entities and contain the information required to calculate Closing Platform Capital and Surplus (the “Platform Closing Balance Sheet”) together with records and work papers necessary to compute and verify the information set forth in the balance sheet contained therein.

Exchange at Closing. At Closing upon performance by the Company of the obligations set forth in Section 6.1(b), Companies shall deliver to the Escrow Agent designated in the Escrow Agreement to be entered into pursuant to Section 5.8 hereof resolutions on behalf of each holder of the Common Stock Certificates authorizing the cancelation of said certificates to be held by and the Acquiror Common Stock and Acquiror Preferred Stock be disbursed by the Escrow Agent pursuant to the terms of said Escrow Agreement.

Exchange at Closing. At the Closing, each Miva Principal Stockholder shall deliver the Certificate or Certificates representing such Miva Principal Stockholder's shares of Miva Capital Stock (or affidavits of lost certificates in lieu thereof), duly endorsed in blank or accompanied by stock powers duly executed in blank, and in exchange for such delivery shall receive (i) the Cash Consideration (as determined pursuant to Section 2.1) to which such Miva Principal Stockholder is entitled, payable by wire transfer of immediately available funds to the account specified by such Miva Principal Stockholder, and (ii) the Stock Consideration, payable by delivery of a stock certificate naming such Miva Principal Stockholder as the holder thereof; provided, however, that each of (i) and (ii) above shall be subject to (b) below.

Exchange at Closing. At the Closing (as defined in Section 6) Buyer shall deliver to Sellers 180,866 shares of IBS Common Stock (the "Closing Shares") in exchange for all of the Membership Interests.

Exchange at Closing. At the closing, Buyer shall deliver to the Sellers, in such manner as the three Sellers shall direct at closing, certificates representing, in the aggregate, the total number of shares of common stock of the Buyer to be issued to the Sellers as set forth in Section 5(a), and the Sellers shall exchange and surrender to Buyer all certificates (properly endorsed for transfer or accompanied by corresponding irrevocable stock powers that have been duly executed) representing all issued and outstanding shares of capital stock of each Target Corp immediately prior to the Effective Time for the Merger with respect to such Target Corp, and all minute books and other corporate records and documents for each Target Corp, including all certificates representing any equity ownership interest that such Target Corp may hold in any other entity.

Exchange at Closing. Notwithstanding the provisions of Section 2.5(b), each record holder of a Tich▇▇▇▇ ▇▇▇tificate who surrenders such Tich▇▇▇▇ ▇▇▇tificate for cancellation to the Surviving Corporation at the Closing, together with a duly executed letter of transmittal (which shall be available at the Closing), shall be entitled to receive in exchange therefor (i) cash in the amount such holder has the right to receive pursuant to Section 2.4(b)(ii), payable in cash or by wire transfer of immediately available funds on the Closing Date, or (ii) certificates representing Heftel Common Stock in the amount such holder has the right to receive pursuant to Section 2.4(b)(i), (iii), (v) or (vi).

Exchange at Closing. At the Closing, each Crossflo Principal Officer and any other Crossflo Stockholder who participates in the Closing shall deliver the Certificate or Certificates representing such Crossflo Stockholder’s shares of Crossflo Capital Stock (or affidavits of lost certificates in lieu thereof), duly endorsed in blank or accompanied by stock powers duly executed in blank, and in exchange for such delivery shall receive the Closing Merger Consideration (as determined pursuant to Section 2.2) to which such Crossflo Stockholder is entitled, payable by delivery of a stock certificate naming such Crossflo Stockholder as the holder thereof, subject to (b) below.