Exchange at Closing. At Closing, Seller shall deliver to Purchaser the Special Warranty 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 FHA or VA. At Closing, Purchaser shall pay to Seller the Purchase Price in full. Purchaser agrees that Purchaser shall not take possession of the Property, and that Seller shall not provide keys to the Property to Purchaser, until such time as the appropriate Deed has been recorded with the Register of Deeds in the county where the Property is located.
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 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 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. As of the Effective Time, the Buyer shall pay the Closing Merger Consideration to the Payment Agent.
Exchange at Closing. At Closing upon performance by the Company of the obligations set forth in Section 6.1(b), Acquiror shall deliver to the Escrow Agent designated in the Escrow Agreement to be entered into pursuant to Section 5.8 hereof certificates representing an aggregate amount of shares of Acquiror Preferred Stock (such stock together with any dividends or distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”) to be held by and disbursed by the Escrow Agent pursuant to the terms of said Escrow Agreement. If any certificate for Acquiror Preferred Stock is to be issued to a person other than a person in whose name the Stock Certificate representing the shares of Company Preferred Stock, as applicable, surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of certificates for such Acquiror Preferred Stock to a person other than the registered holder of the Stock Certificate surrendered, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not applicable.
Exchange at Closing. (a) At the Closing, AHC and APT shall deliver to the SGF Shareholders: (i) certificates for the AHC Merger Stock and the Preferred Stock;
Exchange at Closing. Subject to the terms and conditions set forth in this Agreement, on July 15, 2002 or such other date (no later than July 31, 2002) as the parties shall agree (the "Closing Date"), the following actions shall be taken concurrently by the Shareholders and MDSI, such actions to be effective as of June 30, 2002 (the "Effective Date") (such actions are collectively referred to as the "Closing"):
(a) Waidmann shall surrender to MDSI for cancellation (i) cxxxxxxxxtes representing 549,800 shares of common stock of MDSI ("MDSI Common Stock") owned by Waidmann, and (ii) options to purchase 68,725 shares of MDSI Commxx Xxxxx (of a total of 137,450 options held by him).
(b) Miller shall surrender to MDSI for cancellation (i) certificates rxxxxxxnting 274,900 shares of MDSI Common Stock owned by Miller, and (ii) options to purchase 34,363 shares of MDSI Commxx Xxock (of a total of 68,725 options held by him).
(c) In exchange for the shares of MDSI Common Stock and options therefor surrendered by Waidmann and Miller, MDSI shall distribute to Waidmann 4,100,000 xxxxxx xf comxxx xtock, par value $0.01 per xxxxx, of Connectria ("Connectria Common Stock"), and shall distribute to Miller 2,050,000 shares of Connectria Common Stock.
(d) Xxxxxann and Miller shall resign all positions they hold as an oxxxxxx xr dirxxxxx of MDSI.
(e) The parties hereto shall enter into (i) a Confidentiality and Noncompetition Agreement in substantially the form attached as Exhibit F to this Agreement, pursuant to which Connectria and the Shareholders will agree to refrain from competing with MDSI for a period of two (2) years, and (ii) a Mutual Release in substantially the form attached as Exhibit G to this Agreement.
Exchange at Closing. At Closing upon performance by the Company of the obligations set forth in Section 6.1(b), Exchange Agent shall deliver to each Exchanging Shareholder certificates representing an aggregate amount of shares of Acquiror Common Stock (together with any dividends or distributions rights with respect thereto) which such Exchanging Shareholder is entitled to receive pursuant to this Agreement. If any certificate for Acquiror Common Stock is to be issued to a person other than a person in whose name the shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Company any transfer or other taxes required by reason of issuance of certificates for such Acquiror Common Stock to a person other than the registered holder of the Stock Certificate surrendered, or shall establish to the reasonable satisfaction of the Company that such tax has been paid or is not applicable.
