Procedures at Closing Clause Samples
The "Procedures at Closing" clause outlines the specific steps and actions that must be completed by the parties at the time of closing a transaction. This typically includes the exchange of documents, payment of funds, transfer of ownership or assets, and confirmation that all closing conditions have been satisfied. For example, both parties may be required to sign final agreements, deliver certificates, or provide proof of compliance with prior obligations. The core function of this clause is to ensure a clear, organized, and mutually understood process for finalizing the transaction, thereby reducing the risk of misunderstandings or incomplete performance at closing.
Procedures at Closing. Provided all conditions precedent to Closing have been satisfied or waived, at Closing each party shall execute and deliver such other instruments, certificates, authorizations, releases, resolutions and documents as may be necessary to effect the transactions described in or as is otherwise required by this Agreement and the following shall occur:
(A) Issuance of ISYH Common Stock. ISYH shall issue and deliver to the Main Glory Shareholders an aggregate of 63,811,443 (Sixty three million eight hundred eleven thousand four hundred forty three ) shares of unregistered ISYH Common Stock, fully paid and non-assessable, free and clear of all liens and encumbrances of any kind, to be distributed among the Main Glory Shareholders and to third-party consultants in accordance with the written instructions of the corporate Secretary of Main Glory . Such issuance shall constitute an exempt transaction pursuant to Section 4(2) of the Exchange Act and such exemption shall be appropriately documented and Non-dilutive of existing ISYH Common Stock. The ISYH Common Stock to be issued to the Main Glory Shareholders shall be appropriately legended and stop transfer instructions shall be issued to the Transfer Agent for ISYH Common Stock.
(B) Simultaneously with the issuance of the ISYH Common Stock described in Paragraph 7(a) above, each Main Glory shareholder will assign and transfer to ISYH all of such Main Glory Shareholder's right, title and interest in and to all of the capital stock of Main Glory owned by such Main Glory Shareholder. To do so, each Main Glory Shareholder will deliver to ISYH its stock certificate representing all of the Main Glory capital stock owned by such Main Glory Shareholder, with such certificate to be duly endorsed in blank or accompanied by an irrevocable stock power and assignment separate from certificate and endorsed in blank. All signatures on stock certificates and stock powers shall bear appropriate Medallion signature guarantees from a bank, trust company or member of a national securities exchange.
Procedures at Closing. At the Closing, the parties shall take the following steps (provided, however, that upon their completion all such steps shall be deemed to have occurred simultaneously):
(a) Seller shall deliver to Buyer the documents referred to in Section 2.01(g).
(b) Buyer shall deliver to Seller the documents referred to in Section 2.02(f).
(c) Seller shall deliver to Buyer certificates in valid form evidencing the Shares, duly endorsed in blank or accompanied by duly executed stock powers.
(d) Buyer shall pay the Initial Purchase Price to Seller.
(e) Buyer and Seller shall execute and deliver a cross- receipt acknowledging receipt from the other, respectively, of the Shares and the Initial Purchase Price.
(f) The closing under the Accounts Receivable Purchase Agreement will take place.
Procedures at Closing. The following shall take place at the Closing:
(a) The Seller shall deliver to Purchaser (i) the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank, (ii) revised bank signature cards as contemplated by Section 3.13 of this Agreement, and (iii) written resignations by the Seller evidencing his resignation from all prior positions as an officer, director, employee and consultant to the Company, subject to Section 9.2 of this Agreement.
(b) Purchaser shall:
(i) Pay to the Seller, by wire transfer of funds or by check, the amount required to be paid to the Seller pursuant to Section 1.2(b).
(ii) Execute and deliver to the Seller the Promissory Note required to be delivered to the Seller pursuant to Section 1.2(a).
(iii) Execute and deliver to the Seller the Second Promissory Note required to be delivered to the Seller pursuant to Section 1.2(b).
Procedures at Closing. Counsel for the Placement Agent shall act as escrow agent for the Closing (the "Escrow Agent").
Procedures at Closing. At each Closing: ---------------------
(i) The Placement Agent on behalf of the Subscribers shall receive the opinion of Kirkpatrick & Lockhart LLP, dated as of such Closing, substa▇▇▇▇▇▇▇ ▇▇ the f▇▇▇ ▇▇ ▇xhibit F attached hereto.
(ii) The Placement Agent shall receive a certificate of the Company, signed by the President and Secretary thereof, that the representations and warranties contained in Section 5 hereof are true and accurate in all material respects at such Closing with the same effect as though expressly made at such Closing.
(iii) There shall be delivered on behalf of each Subscriber one copy of the Note Purchase Agreement, signed by such Subscriber.
Procedures at Closing. The following shall take place at the Closing:
(a) The Escrow Agent shall deliver to the Purchaser a notice that he holds the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank.
(b) The Escrow Agent shall:
(i) Pay to the Seller, by wire transfer of funds or by check, the amount required to be paid to the Seller pursuant to Section 1.2.
(ii) Execute and deliver to the Seller the Promissory Note required to be delivered to the Seller pursuant to Section 1.2.
Procedures at Closing. The following shall take place at the Closing:
(a) The Escrow Agent shall deliver to the Purchaser a notice that he holds the certificates representing the shares of Stock being sold by the Seller pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank.
(b) The Escrow Agent shall deliver to the Seller a check for $19,900.
Procedures at Closing. At each Closing:
(i) The Placement Agent on behalf of itself and the Subscribers shall receive the opinion of [ ] ("Company Counsel"), in form and substance acceptable to the Placement Agent.
(ii) At the Closing, the Placement Agent will have received a signed letter from [ ], confirming that such firm is an independent public accountant within the meaning of the Securities Act and stating that: (i) insofar as reported on by such firm, in their opinion, the financial statements of the Company included in the Memorandum (including, without limitation, the Financial Statements) comply as to form in all material respects with the applicable accounting requirements of the Securities Act; (ii) on the basis of procedures and inquiries (not constituting an examination in accordance with generally accepted auditing standards) consisting of a reading of the last available financial statements of the Company, inquiries of officers of the Company responsible for financial and accounting matters as to the transactions and events subsequent to the Balance Sheet Date, and a reading of the minutes of meetings of the shareholders, the Board of Directors of the Company and any committees of the Board of Directors, as set forth in the minute books of the Company, nothing has come to their attention which, in their judgment, would indicate that (A) during the period from the Balance Sheet Date to a specified date not more than five (5) business days prior to the date of such letter, there have been any material decreases in net current assets or net assets as compared with amounts shown in such Financial Statements or material decreases in net sales or in total or per share net loss compared with the corresponding period in the preceding year or any change in the capitalization or long-term debt of the Company or of any of its Subsidiaries, except in all cases as set forth in or contemplated by the Memorandum; and (B) the unaudited interim financial statements of the Company, if any, appearing in the Memorandum, are not presented in conformity with Generally Accepted Accounting Principles and Practices on a basis substantially consistent with the audited financial statements included in the Memorandum; and (iii) they have compared specific dollar amounts, numbers of shares, numerical data, percentages of revenues and earnings, and other financial information pertaining to the Company set forth in the Memorandum (with respect to all dollar amounts, numbers of shares, percenta...
Procedures at Closing. The following shall take place at the Closing:
(a) The Company shall deliver to Purchaser the certificates representing the shares of Company Stock being sold by the Shareholder pursuant to this Agreement, with appropriate stock power(s) attached and endorsed in blank.
(b) Purchaser shall deliver to the Shareholder the Purchaser Stock, subject to Section 6.4 of this Agreement.
Procedures at Closing. At each Closing:
(i) The Placement Agent on behalf of itself and the Subscribers shall receive the opinion of Blank Rome ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ("Company Counsel"), substantially in the form attached hereto as Exhibit A.
(ii) Counsel for the Placement Agent and Company Counsel shall receive certificates from the Company, signed by the President or a Vice President thereof, certifying (A) that the representations and warranties contained in Section 2 hereof are true and accurate at the Closing with the same effect as though expressly made at the Closing; and (B) that attached thereto is (1) a true and correct copy of resolutions adopted by the Company's Board of Directors authorizing (i) the execution, delivery and performance of this Agreement and the Ancillary Documents, and (ii) the issuance of the Securities and the Placement Agent Warrants and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (2) a true and correct copy of a resolution adopted by the Company's Board of Directors, authorizing the execution, delivery and performance of each document to which it is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect.
(iii) There shall be delivered on behalf of each Subscriber one copy of the Subscription Agreement signed by each Subscriber and one copy of the Questionnaire signed by each Subscriber.
(iv) The Placement Agent shall have received a certificate of good standing of the Company, dated as of a recent date, from the Secretary of State of the jurisdiction of its incorporation.
(v) At the Closing the Placement Agent shall instruct the Bank to pay to the Company out of the funds on deposit in the Account, as such funds are received from Subscribers whose Subscriptions have been accepted.