Procedure at Closing. (a) At the Closing, the parties agree that the following shall occur:
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):
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:
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. The share certificate or certificates that such Investor delivers to the Selling Shareholder pursuant to paragraph 5.1(c) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated 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 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 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 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 that they have not transferred or encumbered such Shares.
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. The share certificate or certificates that such Investor delivers to the Restricted Seller pursuant to paragraph 3.1(ii) shall be transferred to the prospective purchaser in consummation of the sale of the Restricted Seller Transfer Shares pursuant to the terms and conditions specified in the Restricted Seller Transfer Notice (or the actual terms of the proposed transfer, if more favorable to the Investor), and the Restricted Seller 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 Restricted Seller shall not sell to such prospective purchaser or purchasers any Shares unless and until, simultaneously with such sales, the Restricted Seller 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.
Procedure at Closing. 8 3.3 Accounts Receivable; Promissory Note Adjustment....................8 4.
Procedure at Closing. At the Closing, REG, Buyer, Parent and Seller agree that the following shall occur:
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.
