Common use of Procedure at the Closing Clause in Contracts

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Shareholder shall have satisfied each of the conditions set forth in ARTICLE IV and shall deliver to the Buyer the documents, certificates, opinions, consents and letters required by ARTICLE IV. (b) The Buyer shall have satisfied each of the conditions set forth in ARTICLE IV and shall deliver the documents, certificates, consents and letters required by ARTICLE IV. (c) The Buyer shall issue the shares of the Buyer's Common Stock issuable pursuant to SECTION 1.5, registered in the name of the Sellers, and shall deliver such shares in the following manner: (i) the Buyer shall set aside and hold in accordance with SECTION 5.4 share certificates representing 22,500 shares of the Buyer's Common Stock (the "HELD BACK SHARES"), and (ii) the Buyer shall deliver share certificates representing the balance of the shares of the Buyer's Common Stock issuable in accordance with SECTION 1.5 to the Sellers. The shares of the Buyer's Common Stock issuable pursuant to SECTION 1.5, including the Held Back Shares, are referred to herein as the "BUYER'S SHARES."

Appears in 1 contract

Samples: Asset Purchase Agreement (Smart Choice Automotive Group Inc)

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Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Shareholder Acquired Entities and the Principals shall have satisfied each of the conditions set forth in ARTICLE IV Article VI and shall deliver to the Buyer Republic the documents, certificates, opinions, consents and letters required by ARTICLE IVArticle VI. (b) The Buyer Republic shall have satisfied each of the conditions set forth in ARTICLE IV Article VII and shall deliver the documents, certificates, consents and letters required by ARTICLE IVArticle VII. (c) The Buyer Republic shall issue the shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5Section 1.4, registered in the name names of the Sellersparties to receive such shares as provided in Section 1.4, and shall deliver such shares in the following manner: (i) the Buyer Republic shall set aside and hold in accordance with SECTION 5.4 share Section 9.3 stock certificates representing 22,500 shares of the Buyer's Republic Common Stock having a value (based upon the Price per Share) equal to 10% of the Purchase Price (the "HELD BACK SHARESHeld Back Shares"), and (ii) the Buyer Republic shall deliver share stock certificates representing the balance of the shares of the Buyer's Republic Common Stock issuable in accordance with SECTION 1.5 Section 1.4 to the Sellersparties to receive such shares as provided in Section 1.4. The shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5Section 1.4, including the Held Back Shares, are referred to herein as the "BUYER'S SHARESRepublic Shares."

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Acquired Entities and the Shareholder shall have satisfied each of the conditions set forth in ARTICLE IV Article VI and shall deliver to the Buyer Republic the documents, certificates, opinions, consents and letters required by ARTICLE IVArticle VI. (b) The Buyer Republic Companies shall have satisfied each of the conditions set forth in ARTICLE IV Article VII and shall deliver the documents, certificates, consents and letters required by ARTICLE IVArticle VII. (c) The Buyer Republic shall issue the shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5, Section 1.4. registered in the name of the Sellers, Shareholder and shall deliver such shares in the following manner: (i) the Buyer Republic shall set aside and hold in accordance with SECTION 5.4 share Section 9.3 stock certificates representing 22,500 shares of the Buyer's Republic Common Stock having a value (based upon the Price per Share) equal to 10% of the Purchase Price (the "HELD BACK SHARESHeld Back Shares"), based on the Estimated Value, and (ii) the Buyer Republic shall deliver share stock certificates representing the balance of the shares of the Buyer's Republic Common Stock issuable in accordance with SECTION 1.5 Section 1.4 to the SellersShareholder. The shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5, Section 1.4 including the Held Back Shares, are referred to herein as the "BUYER'S SHARESRepublic Shares."

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

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Procedure at the Closing. At the Closing, the parties agree that the following shall occur: (a) The Companies and the Shareholder shall have satisfied each of the conditions set forth in ARTICLE IV Article VI and shall deliver to the Buyer Republic the documents, certificates, opinions, consents and letters required by ARTICLE IVArticle VI. (b) The Buyer Republic Companies shall have satisfied each of the conditions set forth in ARTICLE IV Article VII and shall deliver to the Companies the documents, certificates, consents and letters required by ARTICLE IVArticle VII. (c) The Buyer Republic shall issue the shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5Section 1.3, registered in the name names of the Sellers, Shareholder and shall deliver such shares in the following manner: (i) the Buyer Republic shall set aside and hold in accordance with SECTION 5.4 share Section 9.3 stock certificates representing 22,500 shares of the Buyer's Republic Common Stock having a value (based upon the Average Closing Sale Price) equal to 5% of the Total Purchase Price (the "HELD BACK SHARESHeld Back Shares"), and (ii) the Buyer Republic shall deliver share stock certificates representing the balance of the shares of the Buyer's Republic Common Stock issuable in accordance with SECTION 1.5 Section 1.3 to the SellersShareholder. The shares of the Buyer's Republic Common Stock issuable pursuant to SECTION 1.5Section 1.3, including the Held Back Shares, are referred to herein as the "BUYER'S SHARESRepublic Shares."

Appears in 1 contract

Samples: Merger Agreement (Republic Industries Inc)

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