Procedure at Closing. The share certificate or certificates that an Investor delivers to the Ordinary Selling Shareholder pursuant to Section 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the First Transfer Notice, and the Ordinary Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its co-sale right hereunder, the Ordinary Selling Shareholder shall not consummate the transfer of any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such consummation of transfer, the Ordinary Selling Shareholder consummates the purchase of such shares or other securities from such Investor on the same terms and conditions. In selling their Shares pursuant to their co-sale right hereunder, the Investor shall not be required to give any representations or warranties with respect to the business of the Group Companies except to warrant that it has full legal and beneficial ownership of the Shares to be transferred and have not transferred or Encumbered and it has obtained due authorisation to transfer such Shares.
Procedure at Closing. (a) At the Closing, the parties agree that the following shall occur:
(i) each of the conditions precedent (as applicable) in Section 8.1 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by Purchaser;
(ii) each of the conditions precedent (as applicable) in Section 8.2 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by the Company;
(iii) an appropriate notation shall be made on the books and records of Newco as to the Newco Common Stock and the Newco Preferred Stock issued to the Company Unitholders at the Closing pursuant to the terms hereof and Newco shall issue and deliver the Newco Common Stock and the Newco Preferred Stock to the Company for distribution to the Company Unitholders as set forth herein; and
(iv) all of the documents and instruments delivered at the Closing shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties’ respective counsel.
Procedure at Closing. The share certificate or certificates that such Non-Selling Shareholder delivers to the Selling Shareholder pursuant to paragraph 5.1(b) shall be transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such Non-Selling Shareholder that portion of the sale proceeds to which such Non-Selling Shareholder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Non-Selling Shareholder exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Shareholder shall purchase such shares or other securities from such Non-Selling Shareholder. In selling their Shares pursuant to their co-sale right hereunder, the Non-Selling Shareholders shall not be required to give any representations or warranties with respect to their Shares to be sold except to confirm that they have not transferred or encumbered such Shares.
Procedure at Closing. All of the actions to be taken and documents to be executed and delivered at the Closing shall be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery shall be effective until all actions to be taken and executions and deliveries to be effected at the Closing are complete. At the Closing:
(a) Seller shall execute and deliver to Buyer the following documents, in all cases in form reasonably satisfactory to Buyer and Buyer’s counsel:
(i) a Xxxx of Sale and Assignment Agreement with respect to the Assets and such other assignments, bills of sale, endorsements, and other instruments of sale, conveyance, transfer and assignment, and other customary instruments and documents and certificates sufficient to vest in Buyer good, valid and marketable title to the Assets;
(ii) a certificate of the Secretary of Seller, dated as of the Closing Date, as to: (A) the Articles of Incorporation of Seller; (B) the By-laws of Seller; (C) the resolutions of the Board of Directors of Seller and its shareholder authorizing the execution and performance of this Agreement and the contemplated transactions; and (D) incumbency and signatures of the officers of Seller executing this Agreement and any Ancillary Agreements;
(iii) a good standing certificate of Seller dated not more than ten (10) days prior to the Closing Date;
(iv) the Branch Management Agreements executed by Seller, its designated Affiliate or a properly qualified individual designated by Seller;
(v) the Insurance Selling Agreement executed by Shareholder;
(vi) the Agreement Between Broker-Dealers executed by Seller;
(vii) the certificate, duly executed by the authorized officer of Seller, confirming the satisfaction of the conditions contained in Section 3.2(a) hereof; and
(viii) written evidence of the receipt of all necessary authorizations from Governmental Entities.
(b) Buyer shall execute and deliver to Seller the following documents, in all cases in form reasonably satisfactory to Seller and Seller’s counsel:
(i) a certificate of the Secretary of Buyer, dated as of the Closing Date, in form and substance reasonably satisfactory to Seller, as to (A) the resolutions of the Board of Directors of Buyer authorizing the execution and performance of this Agreement and the contemplated transactions and (B) incumbency and signatures of the officers of Buyer executing this Agreement and any ancillary agreements;
(ii) a good standing certificate of Buyer dated not more than t...
Procedure at Closing. The Shares which each Investor elects to sell pursuant to its right of co-sale hereunder (as evidenced by the certificate or certificates that such Investor delivers to the Selling Shareholder pursuant to Article 10.2(a)(iii)) shall be Transferred to the prospective purchaser in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice (or the actual terms of the proposed Transfer, if more favorable to the Investor), and the Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Shareholder shall not Transfer to such prospective purchaser or purchasers any Transfer Shares unless and until, simultaneously with such Transfer, the Selling Shareholder shall purchase such shares or other securities from such Investor. In selling their Shares pursuant to their co-sale right hereunder, the Investors shall not be required to give any representations or warranties with respect to their Shares to be sold except to confirm their good title over the Shares and the other representations and warranties set forth in Article 10.5.
Procedure at Closing. On the Closing Date, the parties agree to take the following steps listed below (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):
(a) The Stockholders and the Company shall deliver to AppNet the closing documents specified in Section 7.
(b) AppNet shall deliver to the Stockholders the closing documents specified in Section 8.
(c) The Stockholders shall deliver to AppNet certificates in valid form representing all of the Shares, duly endorsed by the Stockholders in blank or accompanied by a duly executed stock power in order to convey good title to all of the Shares, free and clear of all Encumbrances.
(d) AppNet shall pay the Cash Payment by wire transfer of immediately available funds to accounts designated by the Stockholders, subject to the terms of Section 3.4(a)
(e) AppNet shall deliver the shares of AppNet Common Stock comprising the Stock Payment to the Stockholders, subject to the terms of Section 3.4(b).
Procedure at Closing. The share certificates or notes that such Security Holder delivers to the Selling Security Holder or the Selling Holder pursuant to Section 3.1(c)(ii), Section 3.1(d)(ii) or Section 3.1(e)(ii), as the case may be, shall be transferred to the prospective purchaser simultaneously with the consummation of the sale of the correspondingly reduced amount of the sale of the Security Holder Transfer Shares or the Holder Transfer Securities, as applicable, pursuant to the terms and conditions specified in the applicable Security Holder Notice or Holder Transfer Notice (or the actual terms of the proposed transfer, if more favorable to the Security Holder), and the Selling Security Holder or the Selling Holder, as applicable, shall concurrently therewith remit to such Security Holder that portion of the sale proceeds to which such Security Holder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from a Security Holder exercising its rights of co-sale hereunder, the Selling Security Holder and the Selling Holder shall not sell to such prospective purchaser or purchasers any Security Holder Transfer Shares or any Holder Transfer Securities, unless and until, simultaneously with such sales, the Selling Security Holder or the Selling Holder shall purchase such shares or other securities from such Security Holder. In selling their Securities pursuant to their co-sale right hereunder, the Security Holders shall not be required to give any representations or warranties with respect to their Securities to be sold except to confirm their good title over the Securities.
Procedure at Closing. At the Closing, REG, Buyer, Parent and Seller agree that the following shall occur:
(a) Each of the conditions precedent (as applicable) in Section 8.1 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by REG and Buyer, and Parent and Seller shall deliver to REG and Buyer all of the documents required in Section 8.3(a).
(b) Each of the conditions precedent (as applicable) in Section 8.2 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by Parent and Seller, and REG and Buyer shall deliver to Parent and Seller all of the documents required in Section 8.3(b).
(c) All of the documents and instruments delivered at the Closing shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties’ respective counsel.
Procedure at Closing. At the Closing, the parties agree that the following shall occur:
(a) Each of the conditions precedent (as applicable) in Section 6.1 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by the Purchaser and REG. The Company and/or the Members shall deliver to Purchaser and REG all of the documents in Section 6.3.
(b) Each of the conditions precedent (as applicable) in Section 6.2 shall have been satisfied, or such condition(s) shall have been expressly waived in writing by the Company and the Members. The Purchaser and REG shall deliver to the Members and the Company all of the documents required in Section 6.3.
(c) All of the documents and instruments delivered at the Closing shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties’ respective counsel.
Procedure at Closing. 8 3.3 Accounts Receivable; Promissory Note Adjustment....................8 4.
