Instruments of Conveyance and Transfer. As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.
Instruments of Conveyance and Transfer. At the Closing Date, Seller shall deliver certificates representing the Shares to Purchaser duly endorsed by Seller to Purchaser, in form and substance satisfactory to Purchaser ("Certificates"), as shall be effective to vest in Purchaser all right, title and interest in and to all of the Shares. See Article 6 below.
Instruments of Conveyance and Transfer. At the Closing, the Selling Stockholder shall deliver a certificate(s) representing the Shares to the Purchaser in the name of the Purchaser (“Certificate(s)”), as shall be effective to vest in the Purchaser all right, title and interest in and to all of the Shares.
Instruments of Conveyance and Transfer. At the Closing, the Seller shall deliver to the Purchaser such bills of sale, endorsements, assignments and other instruments of transfer, conveyance and assignment (in a form satisfactory to the Seller and the Purchaser) as shall be necessary in the reasonable judgment of the Purchaser to transfer, convey and assign the Acquired Assets to the Purchaser.
Instruments of Conveyance and Transfer. (a) At the Closing, the Buyer, the Company and the Parent shall enter into a Bxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A, transferring to the Buyer good and indefeasible title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances.
(b) At the Closing, the Buyer, Company and the Parent shall deliver such other instruments of transfer and assignment in respect of the Assets as the Buyer or Parent shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
(c) At the Closing, the Guarantor shall, and shall cause the Transferred Employees (as hereinafter defined) to, resign as officers and directors of the Company and any other affiliates of the Parent.
Instruments of Conveyance and Transfer. On the Closing Date, the Company shall deliver or cause to be delivered to Buyer the following:
(a) A duly executed and acknowledged special warranty deed in the form attached hereto as EXHIBIT A and an owner's policy of title insurance issued by Border Abstract & Title Co., Inc. (the "Title Company") in the name of Buyer insuring the fee estate in the Real Estate. The owner's policy of title insurance shall be for an amount which is consistent with the allocation provided for in Section 2.3 hereto and shall be issued subject only to the Permitted Encumbrances; provided, however, that (i) there shall be no exception pertaining to discrepancies, conflicts or shortages, (ii) such policy shall have "none of record" endorsed thereon with respect to restrictions (except for restrictions that are Permitted Encumbrances), (iii) there shall be no exception for rights of parties in possession, (iv) any exception for taxes shall be limited to the current tax period in which the Closing occurs, marked "not yet due and payable" and (v) such other changes as agreed upon by the Title Company; provided, that all additional premiums associated with the foregoing items (i) and (iii) shall be borne by Buyer. The Company shall deliver such deed to the Title Company in a timely manner so as to permit the filing and recording thereof on the Closing Date and otherwise contemporaneously with the issuance of such title insurance policy;
(b) A general conveyance in the form attached hereto as EXHIBIT B transferring to Buyer good and marketable title to all of the tangible personal property included in the Assets, subject only to Permitted Encumbrances;
(c) An assignment or sublease to Buyer of the Company's right, title and interest in each of the Contracts referred to in Section 1.1(h) hereof;
(d) All appropriate documents for the assignment as of the Closing Date of the Company's rights under the licenses, permits and franchises referred to in Section 1.1(i) hereof and of all registrations, permits, licenses, equipment or motor vehicle leasing agreements, motor vehicle and rolling stock titles, rights under sales and/or purchase orders and rights under all other Contracts constituting a part of the Assets;
(e) All appropriate documents for the assignment as of the Closing Date of all patents, trademarks, trade names and other Intellectual Property referred to in Section 1.1(j) hereof;
(f) Originals of all of the Contracts, commitments, books, records, files and other data (excep...
Instruments of Conveyance and Transfer. Buyer shall have delivered to Seller the executed documents provided in Section 2.3 in the forms attached hereto as Exhibits D through N.
Instruments of Conveyance and Transfer. This Agreement shall evidence conveyance and transfer of the Preferred Shares, however, upon request, PURCHASER may request a certificate or certificates representing the Preferred Shares to PURCHASER as shall be effective to vest in PURCHASER all right, title and interest in and to all of the securities underlying the Preferred Shares, and PURCHASER shall acknowledge receipt of such certificate or certificates.
Instruments of Conveyance and Transfer. As soon as practicable after the full execution of this Agreement and receipt and clearing of the Purchase Price (as defined below), Company shall deliver a certificate or certificates representing the Shares of Company to Purchaser sufficient to transfer all right, title, and interest in the Shares to Purchaser.
Instruments of Conveyance and Transfer. At or prior to the Closing, each respective Seller shall have delivered to the Company (i) such Seller’s respective Warrants, or copies thereof, endorsed in blank or accompanied by an assignment separate from certificate executed in blank and in such form reasonably satisfactory to the Company as shall be effective to vest in the Company good and valid title to such Seller’s respective Warrants, free and clear of any option, call, contract, commitment, demand, lien, charge, security interest or encumbrance whatsoever and (ii) instructions regarding the delivery of new warrants for the purchase of the remaining aggregate number of Ordinary Shares not being purchased from the Company. Each respective Seller shall at any time, and from time to time, after the date hereof, execute, acknowledge and deliver all further assignments, transfers, and any other such instruments of conveyance, upon the reasonable request of the Company, to confirm the sale of the Warrants hereunder.
