Execution and Closing. The consummation of the transaction contemplated by this Agreement shall occur immediately upon the execution of this Agreement and the receipt of Seller of the Shares at which time Buyer shall be delivered all required materials in connection with the conveyance of the Assets and at which time Buyer shall assume full control of the Assets. After execution of this Agreement, Seller will provide, at its own expense, full delivery to Buyer of any and all materials, elements, agreements and physical properties and materials that may be required herein for Buyer to effectively and efficiently assume all right, title and benefits of the acquired Assets. Should it be required by Buyer, the Seller shall provide assignments, such bills of sale and instruments of transfer and conveyance as shall be reasonably be required by Buyer for the transfer to Buyer of all right, title and interest of Seller in and to the Assets. The parties shall also deliver to each other such officer certificates and other instruments as may be reasonably required to effect the transaction contemplated herein. ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF SHARES
Execution and Closing. This Supplement shall be executed and delivered in advance of the Closing at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 on February 13, 2017 (the “Execution Date”). The sale and purchase of the Series 2017A Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 at 10:00 a.m. Chicago time, at a closing (the “Closing”) on April 20, 2017 or on such other Business Day thereafter on or prior to April 28, 2017 as may be agreed upon by the Company and the Purchasers. At the Closing, the Company will deliver to each Purchaser the Series 2017A Notes to be purchased by such Purchaser in the form of a single Tranche A Note and/or Tranche B Note (or such greater number of Series 2017A Notes of each tranche, as applicable, in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company in accordance with wire transfer instructions provided by the Company to such Purchaser pursuant to Section 4 of the Supplement as it relates to Section 4.10 of the Note Purchase Agreement. If, at the Closing, the Company shall fail to tender such Series 2017A Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
Execution and Closing. 3.1. On the Agreement Date:
Execution and Closing. The parties hereto agree that the Closing shall take place at a location outside the United States of America, to be designated by Loral no later than five Business Days prior to the Closing Date.
Execution and Closing. (a) The execution of this Agreement and the deliveries set forth in Section 2.10 will take place (i) at the offices of Xxxxx Day in Washington, D.C., at 10:00 a.m., local time, on the date hereof or (ii) at such other place and time as Buyer, Seller and MHSI may agree in writing (the "Execution Date"). The Parties agree that their respective rights and obligations hereunder and under the documents delivered pursuant to Section 2.10(a) and Section 2.10(b) shall not take effect until the Closing Date, that such documents will be held in escrow from the Execution Date to the Closing Date by Xxxxx Day and released only pursuant to joint instructions of MHSI and Buyer, and that such documents shall be of no force and effect until the Closing is consummated.
Execution and Closing. The Share Purchase shall take place at such time and place as the Seller and the Purchaser mutually agree upon, orally or in writing (which time and place is designated as the “Closing”). The Seller shall deliver to the Purchaser either (i) a certificate or certificates representing the CXXX Shares or (ii) instruments of assignment or transfer that shall, in the reasonable opinion of the Purchaser be necessary to transfer the CXXX Shares to the Purchaser. The Purchaser shall also make the full payment of 7,482777.20 US Dollars to the Seller by either (i) bank wire transfer or (ii) cashier’s check. The Agreement is not deemed executed and the Share Purchase is not deemed completed until the Purchaser receives the physical certificates representing the CXXX Shares delivered by the Seller and the Seller receives the full payment made by the Purchaser.
Execution and Closing. 8 2.10 Actions to Occur on the Execution Date.................................................. 10 2.11 First Quarterly Payment Date............................................................ 12
Execution and Closing. 32 Exhibits and Schedules Exhibit A -- Articles of Merger Exhibit B -- Employment Agreements Exhibit C -- Noncompetition Agreement Exhibit D -- Escrow Agreement Exhibit E -- Subscription Agreement Schedule 2.1 -- Allocation of Purchase Price Among Sellers Schedule 2.9 -- Schedule of Real Property Schedule 4.2(c) -- TGI Consents AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization ("Agreement") is made as of July 30, 1999, by and between Transit Group, Inc., a Florida corporation ("TGI"), MDR Cartage, Inc., an Arkansas corporation (the "Company"), C. Fxxxx Xxxxxxxx and Bxxxx X. Xxxxx, each a resident of the State of Arkansas (individually a "Seller" and, collectively, the "Sellers"). TGI, the Company and the Sellers are sometimes referred to herein individually as a "Party," and collectively as the "Parties."
Execution and Closing. Notwithstanding anything specifically or by implication stated herein to the contrary, it is the intent and the effect that this Agreement is being executed as a part of and simultaneously with the Contemplated Transactions, provided, however, that this Section 10.15 shall not constitute a waiver or diminution of the covenants and conditions precedent herein.
Execution and Closing. 2.1 On the date of execution of this Agreement by all the parties thereto (hereinafter referred to as the “Execution Date”), the parties shall exchange and deliver the Execution Documentation, with copies of same to be exchanged via email between the parties at least three days prior the Execution Date and this as further contemplated in Schedule B to this Agreement.
