The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger (1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp)
The Closing. On (a) The closing (the “Closing”) of the sale of the Securities by the Seller to the Purchaser shall occur on or before prior to May 30, 2018, as notified in writing by the IPO Pricing DatePurchaser to the Seller at least three (3) Business Days in advance (the date on which the Closing occurs, the parties hereto will take all actions necessary to “Closing Date”).
(b) At the Closing:
(i) effect the Merger (includingSeller shall deliver, as permitted by or cause to be delivered, to the Applicable Corporate Code, (A) the execution of a Certificate of MergerPurchaser:
(1) meeting the requirements evidence of the Applicable Corporate Code and credit of the Securities to the Purchaser’s account in accordance with the Deposit/Withdrawal At Custodian instructions provided by the Purchaser to the Seller in writing prior to the Closing;
(2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State certificate duly executed by an authorized signatory of the State of Indiana) upon notification Seller, dated as of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, certifying that the Certificate of Merger will conditions set forth in Section 4.2 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be filed and will become effective pursuant necessary to Section 2.02, and all effectuate the transactions contemplated by this Agreement Agreement; and
(ii) the Purchaser shall deliver, or cause to be closed or completed delivered, to the Seller:
(1) subject to Section 6.16, a wire transfer of immediately available funds into the account designated by the Seller in accordance with the wire instructions set forth on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks Seller’s signature page hereto in an amount equal to the cash portion Aggregate Purchase Price minus the Signing Deposit;
(2) a certificate duly executed by an authorized signatory of the Merger Consideration) will be closed or completedPurchaser, dated as of the case may be. During the period from the Delivery Date to the IPO Closing Date, certifying that the conditions set forth in Section 4.1 have been satisfied; and
(3) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to be necessary to effectuate the transactions contemplated by this Agreement
(c) Unless otherwise agreed in writing by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement may due to be terminated by made at the parties only pursuant to Section 12.01(b)(i)Closing have been made.
Appears in 4 contracts
Samples: Securities Purchase Agreement (BPEA Teamsport LTD), Securities Purchase Agreement (BPEA Teamsport LTD), Securities Purchase Agreement (Zhang Ray Ruiping)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate purchase and sale of Merger shall be filed immediately prior to all the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth under Sections 4.1 and 4.2 are conditioned satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the provisions Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which the Schedule 13E-3 (as defined in Section 6.8(b) below) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.”
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser the Sale Shares and such other deliveries by transferring the Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser, in each case in accordance with the instructions provided by the Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) immediately available funds by wire transfer into an account designated by the Seller in the amount of the Purchase Price payable by the Purchaser; and
(B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Article VII Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all those actions collectively being the "Delivery"). The Delivery at Closing are inter-dependent and will be deemed to take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, simultaneously and no delivery or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger payment will be filed deemed to have been made until all deliveries and will become effective pursuant to Section 2.02, and all transactions contemplated by payments under this Agreement due to be closed or completed on or before the IPO made at Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been made.
Appears in 4 contracts
Samples: Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (Centurium Capital Partners 2018, L.P.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Shares and the other transactions contemplated hereby are conditioned (the “Closing”) shall take place no later than the fifteenth (15th) Business Day immediately after the date of this Agreement, or such other date as may be agreed by both Parties in writing (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) the original stock certificates representing the Shares, if any;
(B) a share transfer form duly executed by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President Seller in respect of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery Shares in favor of the Company Common Stock or Purchaser;
(C) a certified copy of the Merger Consideration pursuant updated register of members of the Issuer reflecting the Purchaser as the sole holder of the Shares;
(D) a new share certificate in the name of the Purchaser in respect of the Shares;
(E) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to Section 2.05. On be necessary to effectuate the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement Agreement; and
(ii) the Purchaser shall deliver, or cause to be closed or completed on or before delivered, to the IPO Closing Date, including Seller
(A) a wire transfer of immediately available funds into an account designated by the surrender Seller in the amount of the Company Common Stock in exchange for Purchase Price; and
(B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Merger Consideration Purchaser to be necessary to effectuate the transactions contemplated by this Agreement.
(including a certified check or checks in an amount equal to c) Unless otherwise agreed by the cash portion of Seller and the Merger Consideration) Purchaser, all actions at Closing are inter-dependent and will be closed deemed to take place simultaneously and no delivery or completed, as the case may be. During the period from the Delivery Date payment will be deemed to the IPO Closing Date, have been made until all deliveries and payments under this Agreement may due to be terminated by the parties only pursuant to Section 12.01(b)(i)made at Closing have been made.
Appears in 3 contracts
Samples: Share Purchase Agreement (Shanda Interactive Entertainment LTD), Share Purchase Agreement (Shanda Interactive Entertainment LTD), Share Purchase Agreement (Shanda Interactive Entertainment LTD)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO transactions described in Sections 2.1 and 2.2 (provided that Comsxxxx'x Xxxtificate of Merger the “Closing”) shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingDLA Piper LLP (US) located at 700 0xx Xxxxxx, 191 Xxxxxxxxx XxxxxxXxxxx 0000, Xxxxxxx, Xxxxxxx xx 10:00 a.m.XX 00000, Atlanta time on July 21, 2017, or such other date as is mutually agreed between the parties (the “Closing Date”), following the satisfaction or waiver of the follow conditions:
(a) In the case of the Company, its obligations to the Holder hereunder in connection with the Closing are subject to the following conditions being met:
(i) The representations and warranties of the Holder contained herein shall be accurate in all material respects on the IPO Pricing DateClosing Date (unless as of a specific date therein in which case they shall be accurate as of such date);
(ii) All obligations, covenants and agreements of the Holder required to be performed at or at such later time on the IPO Pricing Date as RW shall specify by written notice prior to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender payment to the Company of the Aggregate Exercise Price, shall have been performed in all material respects;
(iii) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for Closing, except for such that could not reasonably be expected to have a material adverse effect on the Company; and
(iv) no judgment, writ, order, injunction, award or decree of or by any court of competent jurisdiction or any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the Closing; and
(b) In the case of the Holder, its obligations to the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) The representations and warranties of the Company Common Stock contained herein shall be accurate in exchange for all material respects on the Merger Consideration Closing Date (including unless as of a certified check specific date therein in which case they shall be accurate as of such date); and
(ii) All obligations, covenants and agreements of the Company required to be performed at or checks in an amount equal prior to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Closing Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)shall have been performed in all material respects.
Appears in 3 contracts
Samples: Warrant Exercise Agreement (OncoCyte Corp), Warrant Exercise Agreement (OncoCyte Corp), Warrant Exercise Agreement (OncoCyte Corp)
The Closing. On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary to (iA) effect the Merger Acquisition (including, as permitted by the Applicable Corporate CodeCGCL and the DGCL, (Ai) the execution of a Certificate of Merger
Merger (1a) meeting the requirements of the Applicable Corporate Code CGCL and the DGCL and (2b) providing that the Merger will become effective on the IPO Closing Effective Date and (Bii) the delivery transmitting for filing of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department Secretary of State of the State of Indiana) upon notification California and the Secretary of State of the closing State of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPODelaware), (iiB) verify the existence and ownership of the certificates evidencing the Company Common Capital Stock to be exchanged for the Merger Acquisition Consideration pursuant to Section 2.05 Paragraph 2(E) and (iiiC) satisfy the document delivery requirements to on which the obligations of the parties to effect the Merger Acquisition and the other transactions contemplated hereby are conditioned by the provisions of this Article VII V (all those actions collectively being the "DeliveryClosing"). The Delivery Closing will take place at the offices of King Baker & SpaldingBotts, 191 Xxxxxxxxx XxxxxxL.L.P., Xxxxxxx30th Floor, 910 Louisiana, Houston, Texas at 10:00 x.m., Xxxston time, xx xxx Xxxxxxx Xxxx, xx 10:00 a.m., Atlanta time xx xxxx xxxxx xxme on the IPO Pricing Date, or at such later time on the IPO Pricing Closing Date as RW shall specify USC specifies by written notice to the President of the Company (the "Delivery Date")Responsible Officer. The actions taken at the Delivery Closing will not include the completion of either the Merger or the delivery of the Company Common Capital Stock to USC or the Merger payment of the Acquisition Consideration pursuant to Section 2.05the Stockholders. On Instead, on the IPO Closing Date, the Certificate of Merger Company Capital Stock will be filed and will become effective surrendered in exchange for the Acquisition Consideration (with the cash portion of the Acquisition Consideration being paid by wire transfer pursuant to Section 2.02instructions the Stockholders deliver to USC prior to Closing or, in the absence of those instructions, a USC check), and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Date will be closed or and completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (RMX Industries Inc), Agreement and Plan of Reorganization (RMX Industries Inc), Agreement and Plan of Reorganization (RMX Industries Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King & SpaldingPBF Energy, 191 Xxxxxxxxx Xxxxxx(i) within two Business Days following the satisfaction or, Xxxxxxxto the extent permitted by applicable Law, Xxxxxxx xx 10:00 a.m.waiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, Atlanta time by their terms, only be satisfied at the Closing or on the IPO Pricing Closing Date, ) or (ii) at such later time other place or on such other date as the parties mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date”; provided, however, the Closing shall be deemed to have been consummated at 11:59:59 p.m.(Eastern time) on the IPO Pricing Closing Date as RW shall specify by written notice (the “Effective Time”).
(b) At the Closing, PBF Energy will deliver (or cause to be delivered) the following documents and deliverables to the President Partnership:
(i) an assignment or assignments effecting the transfer to the Partnership of ownership of all of the Company Subject Interests together with certificates, if any, representing the Subject Interests and such other documentation as is reasonably required to transfer the Subject Interests to the Partnership;
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery ii) executed counterparts of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DatePipeline Services Agreement, the Certificate Truck Loading Services Agreement, the Amended and Restated Omnibus Agreement and the Amended and Restated Operation and Management Services Agreement, in each case, executed by each party thereto, other than the Partnership or its applicable Subsidiaries;
(iii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that PBF Energy is not a foreign person;
(iv) the Cross Receipt executed by PBF Energy; and
(v) such other certificates, instruments of Merger conveyance and documents as may be reasonably requested by the Partnership and agreed to by PBF Energy prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, the Partnership will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement deliver (or cause to be closed delivered) the following documents and deliverables to PBF Energy or completed on or before take the IPO Closing Date, including following actions:
(i) the surrender Cash Distribution to PBF Energy by wire transfer of immediately available U.S. federal funds to an account specified by PBF Energy;
(ii) executed counterparts of the Company Pipeline Services Agreement, the Truck Loading Services Agreement, the Amended and Restated Omnibus Agreement and the Amended and Restated Operation and Management Services Agreement, in each case, executed by the Partnership or its applicable Affiliates;
(iii) issue, in certificated or book entry form, to PBF Energy the Common Stock in exchange for Unit Consideration;
(iv) the Merger Consideration Cross Receipt executed by the Partnership; and
(including a certified check or checks in an amount equal v) such other certificates, instruments of conveyance and documents as may be reasonably requested by PBF Energy and agreed to by the Partnership prior to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 3 contracts
Samples: Contribution Agreement, Contribution Agreement (PBF Logistics LP), Contribution Agreement (PBF Holding Co LLC)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Transactions (the “Closing”) shall take place at 8:00 a.m., New York City time, at the offices of Wachtell, Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the third (3rd) business day after the satisfaction or, to the extent permitted by applicable Law, waiver of the last of the conditions set forth in Article VII to be satisfied or waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing), unless another date or place is agreed to in writing by Seller and Purchaser; provided that, in the event that Comsxxxx'x Xxxtificate of Merger shall be filed pursuant to the foregoing terms, the Closing would occur on a date that is within the thirty-five (35) day period immediately prior to the closing last day of Purchaser’s fiscal year or the fifteen (15) day period immediately prior to the last day of any other fiscal quarter of Purchaser, at Purchaser’s written election delivered to Seller no later than two (2) business days prior to the date on which the Closing would have otherwise occurred, the Closing shall take place at 8:00 a.m., New York City time, on the first (1st) business day of the IPO)immediately succeeding fiscal quarter if, except to the extent provided below in this sentence, the conditions set forth in Article VII are satisfied or waived as of such time, or if such conditions are not satisfied or waived as of such time, the timing of the Closing shall be determined in accordance with this Section 2.3, in each case, unless another date or time is agreed to in writing by Seller and Purchaser (provided that (i) such election shall be irrevocable upon delivery and effective as of 12:01 a.m., New York City time, on the date on which the Closing would have otherwise occurred, (ii) verify upon effectiveness of such election, and subject to the existence and ownership delivery by Seller to Purchaser of the certificates evidencing certificate specified in Section 7.2(d) dated as of such date (and not the Company Common Stock Closing Date) solely with respect to the satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(c), each of the conditions to the obligations of Purchaser set forth in Section 7.2(a) and Section 7.2(c) (other than with respect to non-fulfillment of the condition set forth in Section 7.2(a) as a result of a willful breach by Seller occurring after the date of the delivery of such election) shall be exchanged deemed to have been irrevocably fulfilled in all respects (for the Merger Consideration pursuant avoidance of doubt, as a condition to the Closing, Seller will be required to deliver the certificate specified in Section 7.2(d) solely with respect to the absence of any such willful breach by Seller, with respect to Section 2.05 7.2(a), occurring after the date of the delivery of such election), and (iii) satisfy in the document delivery requirements case of such election, Purchaser shall not have the right to which terminate this Agreement pursuant to Section 8.1(c)(ii)(B) other than as a result of a willful breach of Seller’s representations and warranties and neither Seller nor Purchaser shall have the obligations right to terminate this Agreement pursuant to Section 8.1(d) until the fifth (5th) business day of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"immediately succeeding fiscal quarter). The Delivery will take date on which the Closing actually takes place at is referred to as the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO “Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)”.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Broadcom Inc.), Asset Purchase Agreement (Symantec Corp)
The Closing. On or before (a) The closing of the IPO Pricing DateNon-Voting Exchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the parties hereto will may agree. The Closing shall take all actions necessary place on October 25, 2018; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) effect the Merger Company will cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (includingii) the Investor will deliver the certificate(s) or book-entry shares representing the Non-Voting Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as permitted applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate Code, Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article III of this Agreement shall be true and (2) providing that correct in all material respects as though made on and as of the Merger will become effective on date of this Agreement and as of the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Company shall have performed in all material respects all obligations required to be filed immediately performed by it under this Agreement at or prior to the closing of the IPO), Closing;
(ii) verify the existence and ownership Investor shall have received a certificate signed on behalf of the certificates evidencing Company by an executive officer certifying to the Company Common Stock to be exchanged for effect that the Merger Consideration pursuant to conditions set forth in Section 2.05 and 1.1(d)(i) have been satisfied;
(iii) satisfy the document delivery requirements to which the obligations Company shall have delivered evidence of issuance in book-entry form of the parties Exchange Shares to effect the Merger and Investor;
(iv) the other transactions contemplated hereby are conditioned Exchange Shares shall have been authorized for listing on the Nasdaq Capital Market (“Nasdaq”), subject to official notice of issuance, if required; and
(v) the issuance of the Exchange Shares will not cause the number of shares of Common Stock owned by the provisions Investor, taking into account the Exchange Shares, to exceed 9.9% of this Article VII the issued and outstanding shares of Common Stock.
(all those actions collectively being the "Delivery"). e) The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President obligation of the Company (to consummate the "Delivery Date"). The actions taken Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Delivery will not include the completion of either the Merger or the delivery Closing, of the Company Common Stock or following conditions:
(i) (A) the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate representations and warranties of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be closed performed or completed observed on or before the IPO Closing Date, including the surrender of Date under this Agreement will have been performed or observed in all material respects; and
(ii) the Company Common Stock in exchange for the Merger Consideration (including shall have received a certified check certificate signed on behalf of Investor by an executive officer or checks in an amount equal managing principal certifying to the cash portion of effect that the Merger Considerationconditions set forth in Section 1.1(e)(i) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been satisfied.
Appears in 3 contracts
Samples: Exchange Agreement (Bridgewater Bancshares Inc), Exchange Agreement (Bridgewater Bancshares Inc), Exchange Agreement (Bridgewater Bancshares Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxxx Xxxx & SpaldingXxxxxxxxx LLP, 191 Xxxxxxxxx 000 Xxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx Xxx Xxxx at 10:00 a.m., Atlanta time a.m. on the IPO Pricing Date, second business day following full satisfaction or due waiver of all of the closing conditions set forth in §7 hereof (other than those to be satisfied at the Closing) or at such later other location or on such other date as is mutually agreeable to the Buyer and the Sellers. The date and time of the Closing are herein referred to as the “Closing Date.”
(ii) Subject to the terms and conditions set forth in this Agreement, the Parties hereto shall consummate the following transactions (the “Closing Transactions”) on the IPO Pricing Date Closing Date:
(A) the Buyer shall deliver to each of the holders of Shares such Shareholder’s portion of the Closing Cash Consideration (as RW shall specify determined in accordance with §2(a) herein), by written notice wire transfer of immediately available funds to one or more accounts designated by the Sellers to the President Buyer prior to the Closing;
(B) the Buyer shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries all amounts necessary to discharge fully the then outstanding balance of all indebtedness for borrowed money, including the indebtedness listed on the attached Indebtedness Schedule (such amount, in the "Delivery Date"). The actions taken at aggregate, the Delivery will “Funded Indebtedness;” provided that Funded Indebtedness shall not include the completion any indebtedness of either the Merger Buyer or the delivery any indebtedness of the Company Common Stock or any of its Subsidiaries incurred to finance the Merger Consideration pursuant Closing Cash Consideration) by wire transfer of immediately available funds as directed by the holders of the Funded Indebtedness at or prior to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02Closing, and the Company shall deliver to the Buyer all transactions contemplated appropriate payoff letters and shall make arrangements reasonably satisfactory to the Buyer for such holders to deliver releases and canceled notes at the Closing;
(C) the Sellers shall deliver to the Buyer certificates, duly endorsed in blank or accompanied by this Agreement to be closed or completed on or before the IPO Closing Dateduly executed stock powers, including the surrender representing all Shares of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion issued and outstanding as of the Merger ConsiderationClosing;
(D) will be closed or completedthe Buyer, the Company and the Sellers shall make such other deliveries as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated are required by the parties only pursuant to Section 12.01(b)(i)and in accordance with §7 hereof.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Polypore International, Inc.), Stock Purchase Agreement (Daramic, LLC)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Shares and the other transactions contemplated hereby are conditioned (the “Closing”) shall take place on the fifth (5th) Business Day immediately after the date of this Agreement, or such other date as may be agreed by both Parties in writing (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) the original stock certificates representing the Shares, if any;
(B) a share transfer form duly executed by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President Seller in respect of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery Shares in favor of the Company Common Stock Purchaser;
(C) a certified copy of the updated register of members or shareholder list, as applicable, of the Merger Consideration pursuant Issuer reflecting the Purchaser as the sole holder of the Shares;
(D) a new share certificate in the name of the Purchaser in respect of the Shares;
(E) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to Section 2.05. On be necessary to effectuate the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement Agreement; and
(ii) the Purchaser shall deliver, or cause to be closed or completed on or before delivered, to the IPO Closing Date, including Seller:
(A) a wire transfer of immediately available funds into an account designated by the surrender Seller in the amount of the Company Common Stock in exchange for First Payment; and
(B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Merger Consideration Purchaser to be necessary to effectuate the transactions contemplated by this Agreement.
(including a certified check c) Unless otherwise agreed by the Seller and the Purchaser, all actions at Closing are inter-dependent and will be deemed to take place simultaneously and no delivery or checks in an amount equal payment will be deemed to the cash portion have been made until all deliveries and payments under this Agreement due to be made at Closing have been made. Each of the Merger Consideration) will Seller and the Purchaser shall be closed or completed, as responsible for its respective costs and professional fees associated with the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Closing.
Appears in 3 contracts
Samples: Share Purchase Agreement (Gong Cuizhang), Share Purchase Agreement (Golden Heaven Group Holdings Ltd.), Share Purchase Agreement (Gong Cuizhang)
The Closing. (a) On or before the IPO Pricing Dateterms and subject to the conditions set forth in this Agreement, the parties hereto closing of the Exchange (the “Closing”) will take all actions necessary place at the location specified in Schedule A, at the time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing (i) effect the Merger (includingCompany will deliver the CDCI Preferred Shares to the Investor, as permitted evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate representing the CPP Preferred Shares to the Company.
(c) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate CodeInvestor) at or prior to the Closing of each of the following conditions:
(i) (A) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (B) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement;
(ii) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article III of this Agreement shall be true and (2) providing that correct in all respects as though made on and as of the Merger will become effective on the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the delivery Company shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing;
(iii) the Company shall have delivered to the Investor a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that Certificate of Merger with a filing service that will file such Certificate of Merger the conditions set forth in Section 1.2(c)(ii) have been satisfied, in substantially the form attached hereto as Annex A;
(iv) the Company shall have duly adopted and filed with the Department Secretary of State of its jurisdiction of organization or other applicable Governmental Entity an amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the State form attached hereto as Annex B (the “New Certificate of IndianaDesignations”) upon notification and the Company shall have delivered to the Investor a copy of the closing filed New Certificate of Designations with appropriate evidence from the Secretary of State or other applicable Governmental Entity that the filing has been accepted, or if a filed copy is unavailable, a certificate signed on behalf of the IPO Company by a Senior Executive Officer certifying to the effect that the filing of the New Certificate of Designation has been accepted, in substantially the form attached hereto as Annex A;
(provided v) the Company shall have delivered to the Investor, a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that Comsxxxx'x Xxxtificate the Charter and bylaws of Merger shall be filed immediately the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement remain true, complete and correct, in substantially the form attached hereto as Annex A; to the extent that the Charter and bylaws of the Company delivered to the Investor pursuant to the CPP Securities Purchase Agreement are no longer true, correct and complete, prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate Company shall deliver to Investor true, complete and correct certified copies of Merger will any amendments or supplements to the Charter or bylaws of the Company or the documentation necessary to make the Charter or bylaws of the Company delivered to the Investor true, correct and complete as of the Closing Date;
(vi) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company or its Affiliates subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or otherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the same shall be filed in effect from time to time (collectively, the “Compensation Regulations”) (and will become effective to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be necessary, during the period in which any obligation of the Company arising from financial assistance under the Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the effect that the condition set forth in Section 1.2(c)(vi)(A) has been satisfied, in substantially the form attached hereto as Annex A;
(vii) the Company shall have delivered to the Investor, a written waiver from each of the Company’s Senior Executive Officers and any other employee of the Company required to have delivered a waiver to Investor pursuant to Section 2.021.2(d)(v) of the CPP Securities Purchase Agreement (each, a “CPP Waiver”) and, to the extent that any Senior Executive Officer or any other employee of the Company or its Affiliates that are subject to Section 111 of EESA did not deliver a CPP Waiver, the Company shall cause each such Senior Executive Officer or other employee to have delivered to the Investor a written waiver in the form attached hereto as Annex D releasing the Investor and the Company from any claims that such Senior Executive Officer or other employee may otherwise have as a result of the modification of, or the agreement of the Company hereunder to modify, the terms of any Benefit Plans with respect to its Senior Executive Officers or other employees to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111 of EESA as implemented by the Compensation Regulations;
(viii) the Company shall have delivered to the Investor a written opinion from counsel to the Company (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C;
(ix) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence of shares in book-entry form, evidencing the CDCI Preferred Shares to the Investor or its designee(s);
(x) the Company and the Company Subsidiaries shall have taken all necessary action to ensure that the Company and the Company Subsidiaries and their executive officers, respectively, are in compliance with (i) all guidelines put forth by the Investor with respect to transparency, reporting and monitoring and (ii) the provisions of EESA and any federal law respecting EESA, including the Employ American Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, and all transactions contemplated by this rules, regulations and guidance issued thereunder;
(xi) the Company shall have delivered to the Investor, a copy of the Disclosure Schedule on or prior to the date of the Letter Agreement (the “Signing Date”) and, to the extent that any information set forth on the Disclosure Schedule needs to be closed updated or completed on or before supplemented to make it true, complete and correct as of the IPO Closing Date, including (i) the surrender Company shall have delivered to the Investor an update to the Disclosure Schedule (the “Disclosure Update”), setting forth any information necessary to make the Disclosure Schedule true, correct and complete as of the Company Common Stock Closing Date and (ii) the Investor, in exchange for its sole discretion, shall have approved the Merger Consideration (including a certified check Disclosure Update, provided, however, that the delivery and acceptance of the Disclosure Update shall not limit or checks in an amount equal affect any rights of or remedies available to the cash portion Investor;
(xii) the Company shall have delivered to the Investor prior to the Signing Date either (i) a true, complete and correct certified copy of each CDFI Certification Application that each Certified Entity submitted to the Community Development Financial Institution Fund (the “Fund”) in connection with its certification as a CDFI along with any updates to the CDFI Certification Application necessary to make it true, complete and correct as of the Merger Consideration) will be closed Signing Date or completed(ii), as the case may be. During the period from the Delivery Date to the IPO extent a copy of the CDFI Certification Application that any Certified Entity submitted to the Fund in connection with its certification as a CDFI is not available, a newly completed CDFI Certification Application with respect to such Certified Entity true, complete and correct as of the Signing Date (the CDFI Certification Application delivered to the Investor pursuant to this Section 1.2(c)(xii), the “CDFI Application”), and, to the extent any information set forth in the CDFI Application is not true, complete and correct as of the Closing Date, this Agreement may be terminated by the parties only pursuant Company shall have delivered to Section 12.01(b)(ithe Investor an update to the CDFI Application (the “CDFI Application Update”)., setting forth any information necessary to make the information set forth in the CDFI Application true, correct and complete as of the Closing Date; and
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement, Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the fifth (5th) Business Day following the date on which all the conditions set forth under Sections 4.1 and 4.2 are conditioned satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by all the Parties (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) the original share certificates representing the Sale Shares;
(B) a duly executed instrument of transfer from the Seller in respect of the Sale Shares in favor of the Purchaser in accordance with the then-effective memorandum and articles of association of the Issuer; and
(C) copies of the director and shareholder resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) immediately available funds by wire transfer into an account designated by the provisions Seller in the amount of the Purchase Price; and
(B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Article VII Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all those actions collectively being the "Delivery"). The Delivery at Closing are inter-dependent and will be deemed to take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, simultaneously and no delivery or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger payment will be filed deemed to have been made until all deliveries and will become effective pursuant to Section 2.02, and all transactions contemplated by payments under this Agreement due to be closed or completed on or before the IPO made at Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been made.
Appears in 3 contracts
Samples: Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (PW Medtech Group LTD)
The Closing. On The Closing shall, subject to the satisfaction or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements waiver of the Applicable Corporate Code and conditions set forth in Section 2.03, occur as soon as practicable on June 30, 2014. If the Closing does not occur on such date, then the Closing shall occur at 10:00 a.m. (2Eastern time) providing that the Merger will become effective on the IPO Closing Date and first Business Day after the day on which the conditions set forth in Section 2.03 (B) other than those conditions that by their nature are to be satisfied at the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior Closing, but subject to the closing satisfaction or waiver of those conditions) have been satisfied or waived, or on such other date agreed to by Seller and Buyers in writing (the IPO“Closing Date”), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingGrupo Financiero Inbursa, 191 Xxxxxxxxx S.A.B. de C.V., Xxxxx xx xxx Xxxxxx 000, Xxxx 0, Xxx. Xxxxx xx Xxxxxxxxxxx, 00000 Xxxxxx, XxxxxxxD.F.
(a) Buyers shall jointly and severally pay and deliver or shall cause to be paid and delivered to Seller a single payment of USD$4,495,419,896.06 (the “Initial Payment”) in immediately available funds in U.S. dollars, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice wire transfer to the President account of Seller in the United States of America designated on Exhibit A(i), and Seller shall, in accordance with the Third Clause of the Company Trust Agreement, irrevocably instruct Inbursa, to sign a Purchase Agreement attached hereto as Exhibit B, which among other things, instructs the Broker as to the accounts (referred to in Exhibit A(ii)) that are to be transfered and assigned the "Delivery Date"AA Shares in favor of Inmobiliaria and Controles, as applicable (50% to each). The actions taken at , and provides that the Delivery will AA Shares Purchase Price be paid directly to Seller and not include to or through Inbursa; it being understood that the completion of either the Merger or the delivery Initial Payment shall constitute a partial payment in respect of the Company Common Stock AA Shares; and
(b) Buyers shall jointly and severally pay and deliver or shall cause to be paid and delivered to Seller a single payment of the Merger Consideration pursuant L Shares Purchase Price in immediately available funds in U.S. dollars, by wire transfer to Section 2.05. On the IPO Closing Date, account in the Certificate United States of Merger will be filed and will become effective pursuant to Section 2.02America designated on Exhibit A(i), and all transactions contemplated by this Agreement Seller shall instruct the Broker to be closed or completed on or before transfer and assign the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal L Shares to the cash portion of brokerage account set forth in Exhibit A(ii) by delivering the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date executed letter to the IPO Closing DateBroker in the form set forth on Exhibit (A)(iii) in accordance with the Transfer Instructions, this Agreement may be terminated by it being understood that the parties only pursuant to Section 12.01(b)(i)L Shares Purchase Price is the total payment in respect of L Shares.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Helu Carlos Slim), Purchase Agreement (At&t Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate purchase and sale of Merger shall be filed immediately prior to all the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place on the date that is the third (3rd) Business Day following the date on which all of the conditions set forth under Sections 4.1 and 4.2 are conditioned satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other date as may be agreed by the provisions Parties; provided that in no event shall the Closing occur prior to the later of (i) the date that is thirty (30) days following the date on which a transaction statement on Schedule 13E-3 in respect of the transactions contemplated hereby and by the Other SPAs (such Schedule 13E-3, as amended or supplemented from time to time, being referred to herein as the “Schedule 13E-3”) is first filed with the SEC and (ii) the date that is twenty (20) days following the date that such Schedule 13E-3 is disseminated in accordance with Rule 13e-3(f) under the Exchange Act (the date on which the Closing occurs, the “Closing Date”); provided, further, that if the SEC notifies any Party that the transactions contemplated hereby shall not be consummated until a later date, such later date shall, subject to the satisfaction or waiver of such conditions at the Closing, be the “Closing Date.”
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser the Sale Shares and such other deliveries by transferring the Sale Shares to the Purchaser by crediting the Sale Shares on the books of The Depository Trust Company to the brokerage securities account(s) designated by the Purchaser, in each case in accordance with the instructions provided by the Purchaser or its agent in advance of the Closing, and direct the Issuer to take all necessary and desirable actions to reflect the same in its or its transfer agent’s books and records; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) immediately available funds by wire transfer into an account designated by the Seller in the amount of the Purchase Price payable by the Purchaser; and
(B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Article VII Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all those actions collectively being the "Delivery"). The Delivery at Closing are inter-dependent and will be deemed to take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, simultaneously and no delivery or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger payment will be filed deemed to have been made until all deliveries and will become effective pursuant to Section 2.02, and all transactions contemplated by payments under this Agreement due to be closed or completed on or before the IPO made at Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been made.
Appears in 3 contracts
Samples: Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (Centurium Capital Partners 2018, L.P.), Share Purchase Agreement (Temasek Holdings (Private) LTD)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingXxxx, 191 Xxxxxxxxx XxxxxxWeiss, XxxxxxxRifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx 10:00 a.m.xxx Xxxxxxxx, Atlanta time Xxx Xxxx, Xxx Xxxx, 00000, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the IPO Pricing Dateday of the closing of the transactions contemplated by the Investment Agreements; provided that the conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Amended Warrant and the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the certificate representing the Preferred Shares and the original Old Warrant to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired, and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) the Company shall have called a meeting of its shareholders to vote on (A) an amendment to the Company’s Articles of Incorporation (the "Delivery Date"). The actions taken at “Articles Amendment”) reflecting an increase in the Delivery will not include the completion amount of either the Merger or the delivery authorized shares of the Company Common Stock or sufficient to issue all shares of Common Stock to be issued to the Merger Consideration pursuant Equity Investors and to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions Investor as contemplated by this Agreement (the “Articles Amendment Proposal”), (B) the issuance of shares of Common Stock to the Equity Investors and the Investor as contemplated by this Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (C) an amendment to the Company’s Articles of Incorporation reflecting the approval of a 100 for 1 reverse stock split of the Common Stock (the “Reverse Stock Split”), if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal,” and together with the Articles Amendment Proposal and the Stock Split Proposal, the “Shareholder Proposals”), and each of the Shareholder Proposals shall have been approved by a majority of the votes cast on such proposal at such meeting (the “Requisite Shareholder Vote”);
(ii) all conditions precedent to the Merger (other than those conditions that by their nature are to be closed or completed satisfied at the closing of the Merger) shall have been satisfied on or before the IPO Closing Dateterms set forth therein;
(iii) the Company shall have filed with the State of North Carolina the Articles Amendment and such filing shall have been accepted;
(iv) all conditions precedent to the transactions contemplated by the Investment Agreements (other than those conditions that by their nature are to be satisfied at the closing of the transactions contemplated by the Investment Agreements) shall have been satisfied on the terms set forth therein so that simultaneously with the Closing, including the surrender Company shall issue Common Stock to the Lead Investors in accordance with the Investment Agreements and shall issue Common Stock to the Additional Equity Investors in the Private Placement for aggregate gross proceeds to the Company of not less than $310,000,000;
(v) the SunTrust Settlement shall have been effected;
(vi) the DPA shall have become effective;
(vii) all approvals required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond shall have been obtained;
(viii) (A) the representations and warranties of the Company Common Stock set forth in exchange for the Merger Consideration (including a certified check or checks Article III of this Agreement shall be true and correct in an amount equal to the cash portion all respects as though made on and as of the Merger ConsiderationClosing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).and
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect Subject to the Merger (includingterms and conditions set forth in this Agreement, as permitted by the Applicable Corporate CodeCompany shall issue and sell to the Purchasers and the Purchasers shall, (A) severally, and not jointly, purchase from the execution Company the Debentures for an aggregate purchase price of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the $20,000,000. The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), Debentures (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & SpaldingXxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 191 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx 00000, Atlanta time immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the IPO Pricing Datesignature page to this Agreement, or at (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such later time on Purchaser, pursuant to which such Purchaser shall have the IPO Pricing Date as RW shall specify by written notice right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, outside counsel to the President Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Delivery DateRegistration Rights Agreement"). The actions taken at , and (5) Transfer Agent Instructions, in the Delivery form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will not include deliver to the completion of either Company: (1) the Merger or purchase price indicated below such Purchaser's name on the delivery of signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company Common Stock or for such purpose, and (2) an executed Registration Rights Agreement.
(iii) Notwithstanding anything herein to the Merger Consideration contrary, the Company shall not sell any Securities (as defined herein) pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal any Purchaser to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)which Montrose Investments Ltd. shall not have previously agreed.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect Subject to the Merger (includingterms and conditions set forth in this Agreement, as permitted by the Applicable Corporate CodeCompany shall reissue to the Purchasers the October Debentures in exchange for the Original Debentures, (A) and issue and sell to JNC, and JNC shall purchase, the execution November Debentures for an aggregate purchase price of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the $3,000,000. The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), Debentures (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryCLOSING"). The Delivery will ) shall take place at the offices of King Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & SpaldingXxxxxx LLP (the "ESCROW AGENT"), 191 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx 00000, Atlanta time on immediately following the IPO Pricing Date, execution hereof or at such later time on date as the IPO Pricing Date parties shall agree. The date of the Closing is hereinafter referred to as RW shall specify by written notice the "Closing Date."
(ii) The parties acknowledge and agree that pursuant to the President Original Agreement there was distributed for the benefit of the Company $1,000,000 of the purchase price paid by DSF and $4,000,000 of the purchase price paid by JNC. Prior to the Closing the parties shall deliver to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchasers and the Escrow Agent and attached as EXHIBIT E, (the "Delivery DateESCROW AGREEMENT"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of following: (i) the Company Common Stock shall deliver or cause to be delivered (A) October Debentures in exchange for the Merger Consideration (including a certified check or checks in an aggregate principal amount equal to $1,000,000, registered in the cash portion name of DSF, (B) October Debentures in aggregate principal amount equal to $5,000,000, registered in the Merger Considerationname of JNC, (C) will November Debentures in the aggregate principal amount of $3,000,000, registered in the name of JNC, (D) the Warrants (as defined in Section 3.16), and (E) the legal opinions of Xxxxxxx & Xxxxxx LLP substantially in the form of EXHIBIT C ("LEGAL OPINION") addressed to each Purchaser; (ii) JNC shall deliver or cause to be closed or completed, as delivered $3,000,000 in United States dollars; (iii) each of JNC and DSF shall deliver the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may Original Debentures which shall be terminated canceled by the parties only pursuant Company; and (iv) each party hereto shall deliver or cause to Section 12.01(b)(i)be delivered all other executed instruments, agreements and certificates as are required to be delivered by or on their behalf at the Closing.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Fix Corp International Inc), Convertible Debenture Purchase Agreement (Fix Corp International Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Cadwalader, Xxxxxxxxxx & SpaldingXxxx LLP, 191 Xxx Xxxxx Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time 00000, or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on the IPO Pricing Dateday immediately prior to the completion of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion set forth in Article III of either the Merger or the delivery this Agreement shall be true and correct in all respects as though made on and as of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateDate (other than representations and warranties that by their terms speak as of another date, the Certificate which representations and warranties shall be true and correct in all respects as of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Considerationsuch other date) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).and
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Cadwalader, Xxxxxxxxxx & SpaldingXxxx LLP, 191 Xxx Xxxxx Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 Xxx Xxxx 00000, at 9:00 a.m., Atlanta time EST on the IPO Pricing first business day immediately following the day on which all of the conditions set forth in Sections 1.2(c) and (d) are satisfied or waived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the Company (conditions to the "Delivery Date"). The actions taken Closing in this Section 1.2, at the Delivery Closing (i) the Company will not include deliver the completion of either Capital Securities to the Merger Investor, as evidenced by one or more certificates dated the delivery Closing Date and registered in the name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate representing the Series A Shares to the Company.
(c) The respective obligations of each of the Investor and the Company Common Stock to consummate the Exchange are subject to the fulfillment (or waiver by the Merger Consideration pursuant Company and the Investor, as applicable) prior to Section 2.05. On the IPO Closing Dateof the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the Certificate consummation of Merger will the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be filed in full force and will become effective pursuant to Section 2.02, effect and all transactions waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) the Company shall have obtained an exception from The NASDAQ Stock Market LLC Listing Rule 5635(b) (Shareholder Approval – Change of Control) and Listing Rule 5635(d) (Shareholder Approval – Private Placements), as provided in Listing Rule 5635(f) (Financial Viability Exception), in respect of the issuances of securities by the Company as contemplated by this Agreement and the Investment Agreement;
(ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be closed performed by it under this Agreement at or completed prior to the Closing;
(iii) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied;
(iv) the Company shall have duly adopted and filed with the State of Washington the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted;
(v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or before its designee(s);
(vi) the IPO Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to the Investor or its designee(s);
(vii) the Company shall have delivered to the Investor written opinions from outside counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C;
(viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including the surrender golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal its Affiliates subject to the cash portion Section 111 of the Merger Consideration) will be closed Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or completedotherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the case same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be. During be necessary, during the period in which any obligation of the Company arising from financial assistance under the Delivery Date Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the IPO Closing Date, this Agreement may be terminated by effect that the parties only pursuant to condition set forth in Section 12.01(b)(i).1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company's “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations;
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxx Xxxxxxxx Xxxxx & SpaldingXxxxxxxx LLP, 191 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx Xxx Xxxx 00000 at 10:00 a.m.am (New York City time), Atlanta time not later than three (3) Business Days following the satisfaction and/or waiver of all conditions set forth in Article VII (other than those conditions that are to be satisfied at Closing, but subject to the waiver or fulfillment of those conditions), unless another date or place is agreed in writing by each of the Parties hereto. The date on which the IPO Pricing Closing occurs is called the “Closing Date”.
(b) At the Closing, FEMSA shall deliver to the Heineken Parties: (i) a copy of the minutes of the FEMSA Shareholder Meeting (including evidence of the necessary resolutions having been passed); (ii) a copy of an excerpt of the minutes of the board meeting of FEMSA at which the directors of FEMSA resolved to transfer the FEMSA Exchange Shares to Heineken; (iii) one or more certificates representing all the FEMSA Exchange Shares, each such certificate(s) to be duly and validly endorsed “en propiedad” in favor of Heineken; (iv) a copy of the Corporate Governance Agreement duly executed, or at such later time on caused to be executed, by FEMSA; (v) the IPO Pricing Date as RW shall specify by written notice to FEMSA Closing Payment, if any; (vi) the President certificate described in Section 7.2(d); (vii) the Share Registry Book of the Company to register the transfer of the FEMSA Exchange Shares to Heineken; and (viii) a copy of each Transaction Document duly executed and delivered by the "Company or appropriate Company Subsidiary and FEMSA or appropriate Subsidiary or Affiliate of FEMSA (other than the Company or any Company Subsidiary).
(c) At the Closing, the Heineken Parties shall deliver to FEMSA: (i) signed copies of the minutes of the Heineken Shareholder Meetings (including evidence of the necessary resolutions having been passed); (ii) signed copies of minutes of the meetings of the board of directors of Heineken Holding and of the board of directors and the supervisory board of Heineken at which the managing and supervisory directors of Heineken Holding and Heineken resolved, respectively, to issue the Heineken Exchange Shares and the Heineken Holding Exchange Shares to FEMSA; (iii) (A) copies of the duly signed descriptions (beschriivingen) and copies of the accountant declarations (accountantsverklaringen) in connection with the issuance of the Heineken Exchange Shares and the Heineken Holding Exchange Shares, as required pursuant to Article 2:94b of the Dutch Civil Code (Burgerlijk Wetboek) or, in the event that the board of directors of Heineken Holding and the board of directors of Heineken resolve otherwise pursuant to Article 2:94b(3) of the Dutch Civil Code, (B) copies of the expert valuations (deskundigenwaarderingen) within the meaning of Article 2:94a(3) of the Dutch Civil Code; (iv) written evidence that such Heineken Exchange Shares and Heineken Holding Exchange Shares have been deposited with Euroclear Nederland and credited to a securities account in the name of the applicable FEMSA Party; (v) the Allotted Share Delivery Date"Instrument duly executed by Heineken; (vi) a copy of the Corporate Governance Agreement duly executed by the Heineken Parties; (vii) the Heineken Closing Payment, if any; and (viii) the certificate described in Section 7.3(d). The .
(d) All actions and proceedings to be taken (or caused to be taken) and all documents to be executed and delivered (or caused to be executed and delivered) by the Parties at the Delivery will not include the completion of either the Merger Closing shall be deemed to have been taken, executed and delivered simultaneously and no actions or the delivery of the Company Common Stock proceedings shall be deemed taken nor any documents deemed executed or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Datedelivered until all have been taken, the Certificate of Merger will be filed executed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)delivered.
Appears in 2 contracts
Samples: Share Exchange Agreement, Share Exchange Agreement (Mexican Economic Development Inc)
The Closing. On Provided each of the conditions to the Purchaser’s obligation to proceed with Closing set forth in Section 4.1 has been satisfied or before the IPO Pricing Datewaived, the parties hereto will Closing shall take all actions necessary to (i) effect place on the Merger (includingfifth Business Day after each of the conditions set forth in Section 4.1 have been satisfied or waived, as permitted in Milan, Italy, or such other time or place agreed upon by the Applicable Corporate CodeParties. At the Closing, the following shall occur:
(a) each of the Sellers shall, and shall cause Vimercati to, (Ax) endorse their respective shares of the Stock in favor of the Purchaser, (y) deliver such shares to the Purchaser and (z) cause a director of the Company to record the transfer of the Stock on the stock ledger of the Company;
(b) the execution Sellers shall cause the Company to make available to the Purchaser all books of a Certificate account, minute books, stock ledger, and all other records of Mergerthe Company;
(1c) meeting the requirements Purchaser shall pay the Price to the each of the Applicable Corporate Code Sellers and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file Vimercati by wire transfer into such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger bank accounts as shall be filed immediately notified to the Purchaser by the Sellers reasonably prior to the closing Closing;
(d) the Sellers shall deliver to the Purchaser the documents referred to in Section 4.1;
(e) the Sellers shall deliver to the Purchaser executed letters from each member of the IPO), (ii) verify the existence and ownership Board of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Directors and the other transactions contemplated hereby are conditioned by the provisions Board of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President Auditors of the Company whereby each such member resigns from his/her respective position on the Board and waives any compensation except for already accrued fees; and
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery f) a shareholders’ meeting of the Company Common Stock or shall be held in order to appoint the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate new Board of Merger will be filed Directors and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender Board of Auditors of the Company Common Stock in exchange for Company. The Parties agree that the Merger Consideration (including a certified check or checks in an amount equal to Closing shall not be considered as completed unless all the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)above activities are duly fulfilled.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Stoneridge Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing issuance, sale and purchase of the IPO), Debentures (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place on June 11, 1998, at the offices of King Artex & SpaldingXaddxx, 191 Xxxxxxxxx XXP, 1717 Xxxx Xxxxxx, XxxxxxxXxx. 0000, Xxxxxxx Xxxxxx, Xxxxx xx 10:00 a.m., Atlanta local time.
(b) At the Closing, (x) the Company shall deliver to the Purchasers the Debentures in the aggregate principal amount of $6,000,000, and (y) the Purchasers shall deliver to the Company, by direct payment to Avantel at the direction of the Company, $250,000 of the New Advance. In addition, at the Closing, the Purchasers shall deliver a statement of the Estimated Expense Reimbursement Fee (which is expected to be approximately $35,000), which sum shall be deemed advanced by the Purchasers to the Company as part of the New Advance at the Closing. From time to time after the Closing, the Purchasers shall advance to the Company the remaining portion of the New Advance not advanced (or deemed advanced) at the Closing, upon receipt of written request thereof from the Company, provided no Default or Event of Default then exists. The Company and the Purchasers hereby agree that notwithstanding the $6,000,000 aggregate stated principal balance of the Debentures issued at the Closing, interest shall only accrue on the IPO Pricing Date, New Advance from the various dates the proceeds thereof are advanced (or at such later time on the IPO Pricing Date as RW shall specify by written notice deemed advanced) to the President Company in accordance with the terms of this Agreement.
(c) In addition to the deliveries specified in subsection (b) above, at the Closing the Company shall deliver to the Purchasers the Closing Shares, and the Purchasers shall deliver to the Company $24 in the aggregate, representing the purchase price of the Company Closing Shares.
(the "Delivery Date"). The actions taken d) If at the Delivery will not include the completion of either the Merger or the delivery Closing any of the Company Common Stock conditions specified in Section 7 to be fulfilled at or prior to the Merger Consideration pursuant to Section 2.05. On Closing shall not have been fulfilled, each of the IPO Closing DatePurchasers shall, the Certificate at its election, be relieved of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by of its obligations under this Agreement to be closed performed at the Closing without thereby waiving any other rights such Purchaser may have by reason of such failure or completed on or before such nonfulfillment.
(e) Immediately preceding the IPO Closing Date, including the surrender Purchasers shall deliver to the Company a Schedule setting forth the allocation among the Purchasers of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal Debentures and Closing Shares to be acquired pursuant to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)terms hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Eventures Group Inc), Securities Purchase Agreement (Eventures Group Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement shall be consummated (the “Closing”) at the offices of Xxxxxxx Xxxxxx & Xxxxxxx LLP in Chicago, Illinois on the date hereof , or such other place, time and date as the parties shall agree in writing. The time and date on which the Closing is actually held is referred to be closed or completed on or before herein as the IPO “Closing Date.” The Closing shall be effective at 6:00 p.m. BST on the Closing Date.
(b) At the Closing, including the surrender Buyer shall deliver to Seller each of the Company Common Stock in exchange for following:
(i) the Merger Consideration Closing Cash Consideration;
(including a certified check or checks in an amount equal ii) the Reimbursement Amounts, by wire transfer of immediately available funds to the cash same account designated by Seller for receipt of the Closing Cash Consideration;
(iii) Buyer’s portion of the Merger Transfer Taxes payable by reason of the transactions contemplated by this Agreement (other than any tax based on income), which is estimated to be $12,162.59, by wire transfer of immediately available funds to the same account designated by Seller for receipt of the Closing Cash Consideration;
(iv) will be closed a certificate representing the Closing Shares;
(v) certified copies of the resolutions duly adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby;
(vi) the Additional Agreements duly executed by Buyer.
(c) At the Closing, Seller shall deliver to Buyer each of the following:
(i) physical possession of all the Purchased Assets capable of passing by delivery with the intent that title in such Purchased Assets shall pass upon such delivery;
(ii) all consents, waivers or completedapprovals listed on Schedule 4.2 hereto;
(iii) certified copies of the resolutions duly adopted by the board of directors of Seller authorizing the execution, as delivery and performance of this Agreement and the case may be. During Additional Agreements and the period consummation of the transactions contemplated hereby and thereby;
(iv) good standing certificates for Seller from the Delivery Date Registrar of Companies for England and Wales dated not more than ten (10) days prior to the IPO Closing Date;
(v) all Records;
(vi) such other bills of sale, this Agreement assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be terminated otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer; and
(vii) the Additional Agreements duly executed by the parties only pursuant to Section 12.01(b)(i)Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nuvasive Inc)
The Closing. (a) Any closing hereunder shall take place on the date specified by the Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Pircher, Xxxxxxx & Xxxxx, 1999 Avenue of the Stars, Los Angeles, California, or, if the conditions set forth in Section 2(a) or 2(b) have not then been satisfied, on the second business day following the satisfaction of such conditions, or at such other time and place as the parties hereto may agree (the "Closing Date"). On or before the IPO Pricing Closing Date, the parties hereto Grantor will take all actions necessary deliver to the Grantee a ------------ certificate or certificates representing the Option Shares in the denominations designated by the Grantee in its Exercise Notice and the Grantee will purchase such Option Shares from the Grantor at the price per Option Share equal to the Purchase Price. Unless otherwise specified in this Agreement, any payment made by the Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall be made by certified or official bank check or by wire transfer of immediately available funds to a bank designated by the party receiving such funds.
(b) Certificates for the Option Shares delivered on the Closing Date will have typed or printed thereon a restrictive legend which will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE VARCO STOCK OPTION AGREEMENT DATED AS OF MARCH 22, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF VARCO AT ITS PRINCIPAL EXECUTIVE OFFICES." It is understood and agreed that (i) effect the Merger (includingreference to restrictions arising under the Securities Act of 1933, as permitted amended (the "Securities Act"), in the above -------------- legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Applicable Corporate CodeSecurities Act, (A) such Option Shares have been sold in reliance on and in accordance with Rule 144 under the execution Securities Act or Grantee has delivered to Grantor a copy of a Certificate of Merger
(1) meeting letter from the requirements staff of the Applicable Corporate Code Securities and (2) providing Exchange Commission, or an opinion of counsel in form and substance reasonably satisfactory to Grantor and its counsel, to the effect that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State legend is not required for purposes of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), Securities Act and (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock reference to be exchanged for the Merger Consideration restrictions pursuant to Section 2.05 and (iiithis Agreement in the above legend will be removed by delivery of substitute certificate(s) satisfy without such reference if the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Article VII (all those actions collectively being Agreement under circumstances that do not require the "Delivery"). The Delivery will take place at the offices retention of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)reference.
Appears in 2 contracts
Samples: Stock Option Agreement (Tuboscope Inc /De/), Stock Option Agreement (Varco International Inc)
The Closing. On or before (a) Subject to the IPO Pricing Dateterms and conditions of this Agreement, the parties hereto will closing (the "Closing") of this Agreement and the transactions contemplated hereunder shall take all actions necessary to (i) effect place at the Merger (includingoffices of Shereff, as permitted by the Applicable Corporate CodeFriedman, (A) Xxxxxxx & Xxxxxxx, LLP, New York, New York, simultaneously with the execution of a Certificate this Agreement and after the satisfaction or waiver of Mergerall conditions to consummation of the transactions contemplated hereby (the day on which the Closing takes place is referred to herein as the "Closing Date").
(b) At the Closing, the Sellers shall deliver to the Purchaser, against receipt of the shares of Purchaser Common Stock specified in Schedule 2.1 annexed hereto, the following:
(1) meeting certificates representing the requirements of the Applicable Corporate Code and Stock, duly endorsed for transfer in blank or accompanied by a stock power duly endorsed in blank by each Seller with any requisite documentary or stock transfer taxes affixed thereto;
(2) providing that the Merger will become effective on the IPO Closing Date certificates required by Sections 7.4 and 7.5 hereof;
(B3) the delivery legal opinion required by Section 7.9 hereof;
(4) certificates issued by appropriate Governmental Authorities evidencing, as of that a recent date, the good standing and tax status of the Company in the State of Delaware;
(5) a copy of the Certificate of Merger with a filing service that will file such Certificate Incorporation and all amendments thereto of Merger with the Department Company, certified by the Secretary of State of the State of IndianaDelaware;
(6) upon notification a copy of the closing By-laws, including all amendments thereto, of the IPO Company;
(provided that Comsxxxx'x Xxxtificate 7) the Consent of Merger shall be filed immediately prior any third party required for the consummation by the Sellers of the transactions contemplated hereby;
(8) all books and records relating to the closing business of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place not maintained at the offices of King & Spaldingthe Company, 191 Xxxxxxxxx Xxxxxxincluding without limitation, Xxxxxxxthe minute books, Xxxxxxx xx 10:00 a.m.stock books, Atlanta time on stock ledger and corporate seals, corporate operation manuals, policy manual, bank and checking account records, checks, deposit slips and signature cards, copies of the IPO Pricing Date, or at such later time on Company's financial statements and balance sheets and copies of the IPO Pricing Date as RW shall specify Tax Returns for the Company required to be filed with all the appropriate taxing bodies for the last three (3) years;
(9) a copy of resolutions adopted by written notice to the President Board of Directors of the Company authorizing the transactions contemplated hereby; and
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery 10) documentation evidencing consummation of the Company VIL Transaction.
(c) At the Closing, the Purchaser shall deliver to each of the Sellers the following:
(1) certificates representing the number of shares of Purchaser Common Stock or set forth next to such Seller's name in Schedule 2.1 annexed hereto;
(2) the Merger Consideration pursuant to certificates required by Section 2.05. On 8.3 hereof;
(3) a copy of resolutions adopted by the IPO Closing DateBoard of Directors of the Purchaser authorizing the transactions contemplated hereby, certified by the Secretary of the Purchaser;
(4) certificates issued by appropriate Governmental Authorities evidencing, as of a recent date, the good standing and tax status of the Purchaser in the State of Delaware;
(5) a copy of the Certificate of Merger will be filed and will become effective pursuant to Section 2.02Incorporation, and all amendments thereto, of the Purchaser, certified by the Secretary of State of the State of Delaware;
(6) certificate of the Secretary of the Purchaser to the effect that there have been no amendments to the charter documents referred to in Section 2.2(c)(5) hereof since the date of the certification referred to in such subsection;
(7) a copy of the By-laws, including all amendments thereto, of the Purchaser, certified by the Secretary of the Purchaser; and
(8) the Consent of any third party required for the consummation by the Purchaser of the transactions contemplated hereby.
(d) Each of the parties hereto shall deliver all other documents and instruments required to be delivered by any of them at or prior to the Closing Date pursuant to this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)otherwise required herein.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Safety Components International Inc), Stock Purchase Agreement (Safety Components International Inc)
The Closing. (a) Any closing hereunder shall take place on the date specified by the Grantee in its Exercise Notice at 9:00 A.M., local time, at the offices of Xxxxxx & Xxxxxxx, 000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx, or, if the conditions set forth in Section 2(a) or 2(b) have not then been satisfied, on the second business day following the satisfaction of such conditions, or at such other time and place as the parties hereto may agree (the "Closing Date"). ------------- On or before the IPO Pricing Closing Date, the parties hereto Grantor will take all actions necessary deliver to the Grantee a certificate or certificates representing the Option Shares in the denominations designated by the Grantee in its Exercise Notice and the Grantee will purchase such Option Shares from the Grantor at the price per Option Share equal to the Purchase Price. Unless otherwise specified in this Agreement, any payment made by the Grantee to the Grantor, or by the Grantor to the Grantee, pursuant to this Agreement shall be made by certified or official bank check or by wire transfer of immediately available funds to a bank designated by the party receiving such funds.
(b) Certificates for the Option Shares delivered on the Closing Date will have typed or printed thereon a restrictive legend which will read substantially as follows: EXECUTION COPY "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE TUBOSCOPE STOCK OPTION AGREEMENT DATED AS OF MARCH 22, 2000, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF TUBOSCOPE AT ITS PRINCIPAL EXECUTIVE OFFICES." It is understood and agreed that (i) effect the Merger (includingreference to restrictions arising under the Securities Act of 1933, as permitted amended (the "Securities Act"), in the above -------------- legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Applicable Corporate CodeSecurities Act, (A) such Option Shares have been sold in reliance on and in accordance with Rule 144 under the execution Securities Act or Grantee has delivered to Grantor a copy of a Certificate of Merger
(1) meeting letter from the requirements staff of the Applicable Corporate Code Securities and (2) providing Exchange Commission, or an opinion of counsel in form and substance reasonably satisfactory to Grantor and its counsel, to the effect that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State legend is not required for purposes of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), Securities Act and (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock reference to be exchanged for the Merger Consideration restrictions pursuant to Section 2.05 and (iiithis Agreement in the above legend will be removed by delivery of substitute certificate(s) satisfy without such reference if the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Article VII (all those actions collectively being Agreement under circumstances that do not require the "Delivery"). The Delivery will take place at the offices retention of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)reference.
Appears in 2 contracts
Samples: Stock Option Agreement (Varco International Inc), Stock Option Agreement (Tuboscope Inc /De/)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO The Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingWilmerHale in Boston, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta Massachusetts commencing at 9:00 a.m. local time on the IPO Pricing Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.
(b) At the Closing:
(i) the Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Section 5.2;
(ii) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Section 5.3;
(iii) the Seller shall execute and deliver to the Buyer a xxxx of sale in substantially the form attached hereto as Exhibit A, one or more patent assignments in substantially the form attached hereto as Exhibit B, one or more trademark assignments in substantially the form attached hereto as Exhibit C, and such other instruments of conveyance as the Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of valid ownership of the Acquired Assets;
(iv) the Buyer shall execute and deliver to the Seller an instrument of assumption in substantially the form attached hereto as Exhibit D and such other instruments as the Seller may reasonably request in order to effect the assumption by the Buyer of the Assumed Liabilities;
(v) the Buyer shall deliver to the Seller a certificate for the Buyer Closing Shares;
(vi) the Seller shall execute and deliver to the Buyer the Voting Agreement;
(vii) the Seller shall execute and deliver to the Buyer counterparts of the Notice of First Refusal and Co-Sale Agreement, dated July 30, 2013, and the Voting Agreement, dated July 30, 2013, as a “Common Holder” thereunder;
(viii) the Seller shall deliver to the Buyer, or at such later time on otherwise put the IPO Pricing Date as RW shall specify by written notice to the President Buyer in possession and control of, all of the Company Acquired Assets of a tangible nature; and
(ix) the "Delivery Date"). The actions taken at Buyer and the Delivery will not include Seller shall execute and deliver to each other a cross-receipt evidencing the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant transactions referred to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)above.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.), Asset Purchase Agreement (Apellis Pharmaceuticals, Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect Subject to the Merger (includingterms and conditions set forth in this Agreement, as permitted by the Applicable Corporate Code, (A) Company shall issue and sell to the execution Purchaser and the Purchaser shall purchase from the Company the Debentures for an aggregate purchase price of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the $3,000,000. The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), Debentures (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & SpaldingWolosky LLP, 191 Xxxxxxxxx 000 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time 00000 ("OGFR&W"), immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to the Purchaser: (1) Debentures registered in the name of the Purchaser in the aggregate principal amount indicated below the Purchaser's name on the IPO Pricing Datesignature page to this Agreement, or at such later time on (2) a Common Stock purchase warrant, in the IPO Pricing Date as RW form of Exhibit D, registered in the name of the Purchaser, pursuant to which the Purchaser shall specify by written notice have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of OGFR&W, outside counsel to the President Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchaser, in the form of Exhibit B (the "Delivery DateRegistration Rights Agreement"). The actions taken at , and (5) Transfer Agent Instructions, in the Delivery form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) the Purchaser will not include deliver to the completion of either Company: (1) the Merger or purchase price indicated below the delivery of Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02for such purpose, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in 2) an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)executed Registration Rights Agreement.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxxx Xxxx & SpaldingXxxxx LLP, 191 Xxxxxxxxx 000 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx Xxx Xxxx 00000, at 10:00 a.m., Atlanta time a.m. on the IPO Pricing Date, third Business Day to occur following full satisfaction or waiver of all of the closing conditions set forth in Article II hereof (other than those required to be satisfied at the Closing) or on such other date or at such later time on the IPO Pricing Date other location as RW shall specify by written notice is mutually agreeable to the President Buyer and the Seller; provided, however, that, unless the Buyer consents in writing, in no event shall the Closing occur before the earlier of (A) all conditions precedent to the availability of the Debt Financing (including in respect of any Replacement Commitment, as applicable) have been satisfied (other than those that are only capable of being satisfied as of the Closing Date) and (B) the End Date. The date and time of the Closing are herein referred to as the “Closing Date.”
(b) Subject to the terms and conditions set forth in this Agreement, the Parties hereto shall consummate the following “Closing Transactions” at the Closing:
(i) the Seller shall deliver to the Buyer original stock certificates representing the Shares, duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, the Buyer or its nominee as the Buyer may have designated in writing to the Seller at least two Business Days prior to the Closing Date;
(ii) the Buyer shall deliver to the Seller the amount of the Estimated Purchase Price by wire transfer of immediately available funds to the account(s) designated by the Seller at least two Business Days prior to the Closing Date;
(iii) the Buyer shall deposit $15,000,000 (the “Escrow Amount”) into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among the Buyer, the Seller and U.S. Bank, N.A., as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit A;
(iv) the Buyer shall pay, on behalf of the Company and its Subsidiaries, the Estimated Company Closing Costs by wire transfer of immediately available funds to the account(s) designated by the Seller at least two Business Days prior to the Closing Date;
(v) the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery Buyer shall repay, on behalf of the Company Common Stock and its Subsidiaries, by wire transfer of immediately available funds to one or more account(s) specified in the respective Payoff Letters, the Estimated Closing Indebtedness;
(vi) the Buyer shall deliver to the Company evidence reasonably satisfactory to the Company of the insurance coverage required to be maintained by the Buyer or the Merger Consideration Company and its Subsidiaries after the Closing pursuant to Section 2.05. On 7.03(b); and
(vii) the IPO Closing DateBuyer, the Certificate of Merger will be filed Company and will become effective pursuant to Section 2.02, the Seller shall make such other deliveries as are required by and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)accordance with Article II hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Griffon Corp), Stock Purchase Agreement (Ames True Temper, Inc.)
The Closing. On (a) Subject to the satisfaction or waiver of the conditions for the Closing set forth in this Section 2.02, the Closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place remotely via the electronic exchange of documents and signatures at 10:00 a.m. Eastern time on the date hereof, or at such other place, time or date as may be mutually agreed upon in writing by the Company and the Purchasers (the date on which the Closing actually occurs, the “Closing Date”).
(b) To effect the purchase and sale of the Securities, upon the terms and subject to the conditions set forth in this Agreement, at or before the IPO Pricing Date, Closing the parties hereto will take all actions necessary to Company shall:
(i) effect duly file, or cause to be duly filed, the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger Designation with the Department Secretary of State of the State of Indiana) upon notification Delaware and deliver a certified copy of the closing Certificate of Designation that was duly filed with the Secretary of State of the IPO (provided that Comsxxxx'x Xxxtificate State of Merger shall be filed immediately prior Delaware to the closing of the IPO), each Purchaser; and
(ii) verify the existence and ownership deliver or cause to be delivered to each Purchaser:
(A) evidence of issuance of the certificates evidencing Preferred Shares to such Purchaser in a form reasonably acceptable to such Purchaser, credited to book-entry accounts maintained by the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations transfer agent of the parties to effect the Merger Company, free and the clear of any liens, other transactions contemplated hereby are conditioned by the provisions of than transfer restrictions under this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateAgreement, the Certificate of Merger will be filed Designation and will become effective pursuant applicable federal and state securities laws and those created by such Purchaser;
(B) duly executed counterpart signature pages to Section 2.02the warrant certificate representing the Warrants issued to such Purchaser;
(C) duly executed counterpart signature pages to the Amended and Restated Stockholders Agreement, by and all transactions contemplated among the Company and the other parties named therein, in substantially in the form attached hereto as Exhibit C (the “Stockholders Agreement”); and
(D) any other customary documents or certificates reasonably requested by the Purchasers which are reasonably necessary to give effect to the Closing.
(c) To effect the purchase and sale of the Securities, upon the terms and subject to the conditions set forth in this Agreement to be closed or completed on Agreement, at or before the IPO Closing Date, including the surrender each Purchaser shall:
(i) cause a wire transfer to be made in same day funds to an account of the Company Common Stock designated in exchange for writing by the Merger Consideration (including a certified check or checks Company to the Purchasers in an amount equal to the cash portion Purchase Price for the applicable Securities;
(ii) deliver or cause to be delivered to the Company a duly completed and executed IRS Form W-9 or applicable IRS Form W-8, as applicable;
(iii) deliver or cause to be delivered to the Company a duly executed counterpart signature page to the warrant certificate representing the Warrants issued such Purchaser; and
(iv) in the case of Eclipse, deliver or cause to be delivered to the Company a duly executed counterpart signature page to the Stockholders Agreement.
(d) The obligations of the Merger Consideration) will be closed or completed, as Company and each Purchaser to consummate the case may be. During the period from the Delivery Date Closing are subject to the IPO satisfaction or waiver of the following conditions:
(i) no statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Entity which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the Closing.
(e) The obligations of each Purchaser to consummate the Closing are subject to the satisfaction or waiver of the following conditions:
(i) the Company shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing and shall have delivered to each Purchaser all instruments, agreements and other items required to be delivered by the Company at or prior to the Closing;
(ii) the expense reimbursement contemplated by Section 4.11 shall have been satisfied (which shall be substantially simultaneous with the Closing); and
(iii) (A) the Company shall have filed with the NYSE a SLAP for the listing of the shares of Company Common Stock issuable upon conversion or exercise of such Securities, (B) the NYSE shall have approved such SLAP subject to notice of issuance and (C) the NYSE shall have informed the Company that the issuance and conversion or exercise of the Securities will not require stockholder approval, except as contemplated in Section 4.14.
(f) The obligations of the Company to sell and issue the Securities to each Purchaser are subject to the satisfaction or waiver of the following conditions as of the Closing:
(i) such Purchaser shall have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 2 contracts
Samples: Investment Agreement (Owlet, Inc.), Investment Agreement (Owlet, Inc.)
The Closing. On or before Subject to the IPO Pricing Dateearlier termination of this Agreement pursuant to Article 9, the parties hereto will take all actions necessary to (i) effect closing of the First Merger (including, as the “Closing”) shall take place by teleconference or through electronic exchange of transaction documents at 10:00 a.m. California time on the third Business Day after the satisfaction or waiver (to the extent permitted by Law) of the Applicable Corporate Codeconditions set forth in Article 8 (other than those conditions that, by their terms, are to be satisfied by action to be taken at Closing, but subject to the satisfaction or waiver (Ato the extent permitted by Law) of those conditions), or at such other place, time or date as Parent and the execution Company agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”. On the Closing Date or at such later date and time as may be mutually agreed in writing by the Company and Parent, the Company and Merger Sub I shall cause the First Merger to be consummated by filing a certificate of a merger, in substantially the form attached hereto as Exhibit F (the “First Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger ”), with the Department Secretary of State of the State of Indiana) upon notification Delaware in accordance with the DGCL. The time of such filing and acceptance by the Secretary of State of the closing State of Delaware, or such later time as may be agreed in writing by Parent and the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately Company prior to the closing Closing and specified in the First Certificate of Merger, shall be referred to herein as the “Effective Time”. As soon as practicable after the Effective Time, but in all cases within one (1) Business Day thereafter, the Surviving Corporation and Merger Sub II shall cause the Second Merger to be consummated by filing a certificate of merger, in substantially the form attached hereto as Exhibit G (the “Second Certificate of Merger”), with the Secretary of State of the IPO), (ii) verify State of Delaware in accordance with the existence DGCL and ownership the DLLCA. The time of such filing and acceptance by the Secretary of State of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations State of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing DateDelaware, or at such later time on as may be agreed in writing by Parent and the IPO Pricing Date as RW shall specify by written notice Company prior to the President of Closing and specified in the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Second Certificate of Merger will Merger, shall be filed and will become effective pursuant referred to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, herein as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)“Second Effective Time”.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sumo Logic, Inc.), Agreement and Plan of Reorganization (Sumo Logic, Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Shares and the other transactions contemplated hereby are conditioned (the “Closing”) shall take place on December 3, 2013 or such other prior date as may be agreed by all the Parties (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) the original stock certificates representing the Shares;
(B) a duly executed share transfer form from the Seller in respect of the Shares in favor of the Purchaser or its nominee (as the Purchaser may direct) in accordance with the articles of association of the Issuer;
(C) written resolutions duly passed by the provisions board of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President directors of the Company (Issuer which approve the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery transfer of the Company Common Stock Shares and vote in favor of (1) the updating of the register of members of the Issuer to reflect the Purchaser or its nominee as the Merger Consideration pursuant sole holder of the Shares and (2) the issue of a new share certificate in the name of the Purchaser or its nominee in respect of the Shares;
(D) a certified copy of the updated register of members of the Issuer reflecting the Purchaser or its nominee as the sole holder of the Shares;
(E) a new share certificate in the name of the Purchaser or its nominee in respect of the Shares;
(F) all such other documents and instruments, if any, that are mutually determined by the Seller and the Purchaser to Section 2.05. On be necessary to effectuate the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement Agreement; and
(ii) the Purchaser shall deliver, or cause to be closed or completed on or before delivered, to the IPO Closing Date, including Seller
(A) a wire transfer of immediately available funds into an account designated by the surrender Seller in the amount of the Company Common Stock in exchange for Purchase Price; and
(B) all such other documents and instruments, if any, that are mutually determined by such Seller and the Merger Consideration Purchaser to be necessary to effectuate the transactions contemplated by this Agreement.
(including a certified check or checks in an amount equal to c) Unless otherwise agreed by the cash portion of Seller and the Merger Consideration) Purchaser, all actions at Closing are inter-dependent and will be closed deemed to take place simultaneously and no delivery or completed, as the case may be. During the period from the Delivery Date payment will be deemed to the IPO Closing Date, have been made until all deliveries and payments under this Agreement may due to be terminated by the parties only pursuant to Section 12.01(b)(i)made at Closing have been made.
Appears in 2 contracts
Samples: Share Purchase Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Share Purchase Agreement (Shi Yuzhu)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed (the “Closing”) will take place by conference call and by exchange of signature pages by email or completed other electronic transmission (i) on or before the IPO Closing Date, including the surrender date of the Company Common Stock “Closing” (as defined in exchange for the Merger Consideration (including a certified check or checks in an amount equal and pursuant to the cash portion terms and conditions of the Merger ConsiderationAgreement) will of the Merger provided that the conditions set forth in Article VII (other than any such conditions that by their nature are to be closed satisfied at the Closing) shall have been satisfied or, to the extent permitted by Law, waived at least three (3) Business Days prior to the Closing, and subject to the satisfaction or, to the extent permitted by Law, waiver of all of the conditions set forth in Article VII at the Closing, or completed, (ii) at such other date as may be agreed to in writing by Seller and Buyer. The date on which the Closing actually takes place is referred to as the case “Closing Date.”
(b) At the Closing, Seller will deliver the following documents and deliverables to Buyer:
(i) an assignment or assignments effecting the transfer to Buyer of ownership of all of the Purchased Interest together with certificates, if any, representing the Purchased Interest, each in form and substance reasonably acceptable to Buyer;
(ii) resolutions of the Board of Directors of Seller approving the transactions contemplated hereby;
(iii) certificates of good standing and existence as of a recent date with respect to the General Partner;
(iv) resignations of directors and officers of the General Partner as specified by the Buyer in writing at least two (2) Business Days before the Closing Date;
(v) revocations of any powers of attorney granted by the General Partner;
(vi) certificates required by Article VII; and
(vii) such other certificates, instruments of conveyance, and documents as may be. During be reasonably requested by Buyer and agreed to by Seller prior to the period from the Delivery Closing Date to carry out the IPO Closing Dateintent and purposes of this Agreement; and
(c) At the Closing, this Agreement Buyer will deliver the following documents and deliverables to Seller:
(i) resolutions of the applicable managers, directors and equity holders of Buyer as required for approval of the transactions contemplated hereby;
(ii) certificates required by Article VII; and
(iii) such other certificates, instruments, and documents as may be terminated reasonably requested by Seller and agreed to by Buyer prior to the parties only pursuant Closing Date to Section 12.01(b)(i)carry out the intent and purposes of this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Interest Purchase Agreement (Teekay LNG Partners L.P.), Limited Liability Company Interest Purchase Agreement (Teekay Corp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements The consummation of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State acquisition of the State of Indiana) upon notification Acquired Assets and assumption of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Assumed Liabilities shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place held at the offices of King Xxxxxxxxxxx & Spalding, 191 Xxxxxxxx Xxxxxxxxx Xxxxxx LLP 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx 00000, Atlanta time on the IPO Pricing Datedate hereof, or at such later time on other date after the IPO Pricing Date date hereof as RW shall specify by written notice to the President of the Company and the Owners may mutually agree in writing (the "Delivery “Closing Date"”). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. .
(b) On the IPO Closing Date, the Certificate Owners shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Company the following:
(i) a duly executed counterpart to the xxxx of Merger will sale for all of the Acquired Assets that constitute tangible personal property in the form attached hereto as Exhibit F (the “Xxxx of Sale”);
(ii) a duly executed counterpart to the assignment of contracts rights in the form attached hereto as Exhibit G (the “Assignment of Contract Rights”);
(iii) a duly executed counterpart to the assignment of intellectual property in the form attached hereto as Exhibit H (the “Assignment of IP”); and
(iv) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be filed reasonably necessary to transfer to the Company the Owners’ right, title and will become effective interest in and to the Acquired Assets and for the Company to assume the Assumed Liabilities.
(c) On the Closing Date, the Company shall deliver (duly and fully executed, acknowledged and notarized as appropriate) the following:
(i) cash in the amount set forth in Section 2 above to each Owner;
(ii) stock certificates to each Owner representing the number of shares to be issued to such Owner pursuant to Section 2.02, and all transactions contemplated by this Agreement 2 above;
(iii) a duly executed counterpart to be closed or completed on or before the IPO Closing Date, including the surrender each of the Assignment of Contract Rights, the Xxxx of Sale and the Assignment of IP to each Owner;
(iv) a duly executed counterpart to the assumption of liabilities in the form attached hereto as Exhibit I (the “Assumption of Liabilities”);
(v) the Promissory Note to Telecom; and
(vi) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be reasonably necessary to transfer to the Company Common Stock the Owners’ right, title and interest in exchange and to the Acquired Assets and for the Merger Consideration (including a certified check or checks in an amount equal Company to assume the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Assumed Liabilities.
Appears in 2 contracts
Samples: Acquisition Agreement (Telecom Communications Inc), Acquisition Agreement (Telecom Communications Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxx & SpaldingXxxxxx L.L.P., 191 Xxxxxxxxx 0000 Xxxxxx, XxxxxxxSuite 2500, Xxxxxxx xx Houston, Texas 77002, commencing at 10:00 a.m.a.m. (Houston, Atlanta time Texas time) on the IPO Pricing Datelater of (i) April 28, 2014 or (ii) the third (3rd) Business Day following the date on which all conditions to the obligations of the Parties to consummate the transactions contemplated hereby have been satisfied or waived (other than conditions that will be satisfied by actions the Parties shall take at the Closing itself), or such other date as the Parties may mutually determine (the “Closing Date”); provided, however, the Closing shall be deemed to have been consummated at such later time 11:59 p.m. (Houston, Texas time) on the IPO Pricing Closing Date (the “Effective Time”).
(b) At the Closing, Proppants will deliver the following documents and deliverables:
(i) an assignment effecting the transfer to Acquisition Co. of ownership of all of the Contributed Interests and such other documentation as RW shall specify is reasonably required to transfer the Contributed Interests to Acquisition Co.;
(ii) a certification in the form prescribed by written notice Treasury Regulation Section 1.1445-2(b)(2) to the President effect that Proppants is not a foreign person;
(iii) a counterpart of the Company Cross Receipt, duly executed by Proppants;
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery iv) a counterpart of the Company Common Stock or Second A&R Augusta LLC Agreement duly executed by Proppants, with such changes and revisions as may be reasonably agreed to by the Merger Parties;
(v) documents necessary to release Augusta from its obligations as guarantor under the Proppants Credit Agreement, which may include, among others, (i) an amendment to the Guaranty Agreement and (ii) a release agreement;
(vi) the certificates contemplated by Section 9.1(d) and Section 9.3(d); and
(vii) such other certificates, instruments of conveyance and documents as may be reasonably requested by a Party and agreed to by Proppants prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, Acquisition Co. will deliver the following documents and deliverables:
(i) the Cash Consideration pursuant by wire transfer of immediately available U.S. federal funds to an account specified by Proppants;
(ii) a counterpart of the Cross Receipt, duly executed by Acquisition Co.;
(iii) a counterpart of the Second A&R Augusta LLC Agreement duly executed by Acquisition Co., with such changes and revisions as may be reasonably agreed to by the Parties
(iv) the certificate contemplated by Section 2.05. On 9.2(e); and
(v) such other certificates, instruments of conveyance and documents as may be reasonably requested by a Party and agreed to by Acquisition Co. prior to the IPO Closing DateDate to carry out the intent and purposes of this Agreement.
(d) At the Closing, the Certificate Partnership will deliver the following documents and deliverables:
(i) a counterpart of Merger will the Cross Receipt, duly executed by the Partnership;
(ii) a counterpart of the Second A&R Augusta LLC Agreement duly executed by the Partnership, with such changes and revisions as may be filed and will become effective pursuant reasonably agreed to Section 2.02, and all transactions by the Parties;
(iii) the certificate contemplated by this Agreement Section 9.2(f); and
(iv) such other certificates, instruments of conveyance and documents as may be reasonably requested by a Party and agreed to be closed or completed on or before by the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal Partnership prior to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Hi-Crush Partners LP)
The Closing. On or before (a) The closing of the IPO Pricing DateExchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the parties hereto will may agree. The Closing shall take all actions necessary place on the date hereof; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) effect the Merger Company will or will cause the transfer agent for the Series B Preferred Shares (includingas applicable) to register the New Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor and (ii) the Investor will deliver book-entry shares representing the Exchanged Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as permitted applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate Code, Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article III of this Agreement shall be true and (2) providing that correct in all material respects as though made on and as of the Merger will become effective on date of this Agreement and as of the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Company shall have performed in all material respects all obligations required to be filed immediately performed by it under this Agreement at or prior to the closing of the IPO), Closing;
(ii) verify the existence and ownership of the certificates evidencing the Company Common shall have filed with the Maryland Department of Assessments and Taxation (and the Maryland Department of Assessments and Taxation shall have confirmed the effectiveness of) an amendment to the Series B Preferred Stock Articles Supplementary, increasing the number of authorized shares of Series B Preferred Stock to be exchanged for 1,506,000 shares (the Merger Consideration pursuant to Section 2.05 and “Articles Supplementary Amendment”); and
(iii) satisfy the document delivery requirements to which Company shall have delivered evidence in book-entry form, evidencing the obligations issuance of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice New Shares to the President Investor.
(e) The obligation of the Company to consummate the Exchange is also subject to the fulfillment (or waiver by the "Delivery Date"). The actions taken Company) at or prior to the Delivery Closing of each of the following conditions:
(i) (A) the representations and warranties of the Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing;
(ii) the issuance of the New Shares will not include cause the completion percentage of either shares of Common Shares and Series B Preferred Shares owned by the Merger Investor, taking into account the New Shares, to equal or the delivery exceed 33.0% of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed issued and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender outstanding shares of the Company total of the Common Stock Shares and the Series B Preferred Shares; and
(iii) the Investor shall have delivered in exchange for book-entry form the Merger Consideration (including a certified check or checks in an amount equal Exchanged Shares to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Company.
Appears in 2 contracts
Samples: Exchange Agreement (Pathfinder Bancorp, Inc.), Exchange Agreement (Castle Creek Capital Partners VII, LP)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingXxxx, 191 Xxxxxxxxx XxxxxxWeiss, XxxxxxxRifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx 10:00 a.m.xxx Xxxxxxxx, Atlanta time on Xxx Xxxx, Xxx Xxxx, 00000, or remotely via the IPO Pricing Dateelectronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place five business days after all of the conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the Company (conditions to the "Delivery Date"). The actions taken Closing in this Section 1.1, at the Delivery Closing (i) the Company will not include deliver the completion of either Exchange Shares to the Merger Investor, as evidenced by one or more certificates dated the delivery Closing Date and registered in the name of the Company Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor (if applicable)) and (ii) the Investor will deliver the certificate representing the Preferred Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Merger Consideration pursuant Company and the Investor, as applicable) prior to Section 2.05. On the IPO Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) if the Conversion Requirements have not been completed prior to the Closing Date, the Company shall have duly adopted and filed with the State of Delaware the amendment to its certificate of incorporation (the “Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Merger will be filed Designations”) and will become effective pursuant such filing shall have been accepted;
(ii) the Company shall have completed the Other Preferred Exchange on terms satisfactory to Section 2.02, the Investor in its sole discretion;
(iii) the Company shall have completed the Equity Offering;
(iv) (A) the representations and all transactions contemplated by warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the Company shall have performed in all material respects all obligations required to be closed performed by it under this Agreement at or completed prior to the Closing;
(v) the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 1.1(d) have been satisfied;
(vi) the Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Exchange Shares to the Investor or before its designee(s);
(vii) the IPO Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C;
(viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including the surrender golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers and any other employee of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal its Affiliates subject to the cash portion Section 111 of the Merger Consideration) will be closed or completedEmergency Economic Stabilization Act of 2008, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated amended by the parties only pursuant American Recovery and Reinvestment Act of 2009, or otherwise from time to Section 12.01(b)(itime (“EESA”)., as implemented by any guidance, rule or regulation thereunder, as the
Appears in 2 contracts
Samples: Exchange Agreement (Broadway Financial Corp \De\), Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect The consummation of the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at a closing (the “Closing”) to occur at (a) 9:00 a.m. at the offices of King Xxxxxx Xxxxxxx Xxxxxxxx & Spalding, 191 Xxxxxxxxx Xxxxxx, XxxxxxxProfessional Corporation, Xxxxxxx xx 10:00 a.m.located at 000 Xxxx Xxxx Xxxx, Atlanta Xxxx Xxxx, Xxxxxxxxxx 00000 (or remotely via the electronic exchange of documents), on a date to be agreed upon by Parent, Merger Sub and the Company that is no later than the second Business Day after the satisfaction or waiver (to the extent permitted under this Agreement) of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted under this Agreement) of such conditions); or (b) such other time, location and date as Parent, Merger Sub and the Company mutually agree in writing. Notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver (to the extent permitted under this Agreement) of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing), then the Closing will occur on the IPO Pricing Date, or at such later time earlier of (i) any Business Day during the Marketing Period specified by Parent to the Company on the IPO Pricing Date as RW shall specify by no less than on two Business Days’ prior written notice to the President Company; and (ii) the second Business Day after the final day of the Company Marketing Period (subject, in the "Delivery Date"case of each of (i) and (ii), to the satisfaction or waiver (to the extent permitted under this Agreement) of all of the conditions set forth in Article VII, other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted under this Agreement) of such conditions), except that if any of the conditions set forth in Article VII are not satisfied or waived (to the extent permitted under this Agreement) on any such second Business Day, then the Closing will take place on the first Business Day on which all such conditions have been satisfied or waived (to the extent permitted under this Agreement). The actions taken at date on which the Delivery will not include Closing actually occurs is referred to as the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO “Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).”
Appears in 2 contracts
Samples: Merger Agreement (Forescout Technologies, Inc), Merger Agreement (Forescout Technologies, Inc)
The Closing. On or before (a) The completion of the IPO Pricing purchase and sale of the Shares (the “Closing”), shall occur on a date designated by the Company and the Seller, but no later than September 25, 2009 (the “Closing Date”).
(b) At the Closing, the parties hereto will take all actions necessary Company shall deliver, in immediately available funds, the full amount of the Purchase Price by wire transfer to an account designated by the Seller and the Seller shall cause to be delivered to the Company at the Closing (ior as soon thereafter as is reasonably practicable) effect one or more share certificates registered in the Merger (includingname of the Company, or in such nominee name(s) as designated by the Company in writing, representing the Shares and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as permitted amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 promulgated thereunder.
(c) The Seller’s obligation to complete the purchase and sale of the Shares and deliver such share certificate(s) to the Company at the Closing shall be subject to the following conditions, either of which may be waived by the Applicable Corporate Code, Seller: (Aa) receipt by the Seller of same-day funds in the full amount of the Purchase Price; and (b) the execution accuracy of the representations and warranties made herein by the Company as of the date hereof and the Closing Date. The Company’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to following conditions, either of which may be waived by the Company: (a) the accuracy of the representations and warranties made herein by the Seller as of the date hereof and the Closing Date; and (b) the Company’s receipt of the proceeds of a Certificate loan in the principal amount of Merger
(1) meeting not less than the requirements of the Applicable Corporate Code Purchase Price and (2) providing that the Merger will become effective on the IPO Closing Date terms and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior conditions satisfactory to the closing of the IPO)Company, (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)its sole discretion.
Appears in 2 contracts
Samples: Purchase Agreement (Telvent Git S A), Purchase Agreement (Telvent Git S A)
The Closing. On (a) The closing of the Sale (the “Closing”) shall, subject to the satisfaction or before waiver of the IPO Pricing Dateconditions set forth in Article VIII, be held at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at Four Times Square, New York, New York (or such other place or places as the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Codemay mutually agree), (A) on the execution of a Certificate of Merger
third Business Day after all the conditions precedent set forth in Article VIII are satisfied or waived (1other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would be so satisfied)) meeting or (B) on such other date as the requirements parties may mutually agree in writing; provided, however, that notwithstanding the satisfaction or waiver of the Applicable Corporate Code conditions set forth in Article VIII, Buyer shall not be obligated to effect the Closing prior to the earlier of (i) the third (3rd) Business Day following the final day of the Marketing Period and (ii) a date during the Marketing Period to be specified by Buyer on no fewer than three (3) Business Days’ prior written notice to Seller (but, subject in such case, to the satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing (provided such conditions would be so satisfied)). In any instance in which Seller decides to extend the Closing Date in accordance with clause (y) in the immediately preceding sentence, Seller shall provide written notice to Buyer at least two (2) providing that Business Days prior to the Merger will become effective date on which the Closing would otherwise be scheduled to occur. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Except to the extent expressly set forth in this Agreement to the contrary, and notwithstanding the actual occurrence of the Closing at any particular time, the Closing shall be deemed to occur and be effective, in the United States, as of 11:59 p.m. New York time and, in any jurisdiction outside of the United States, as of the time at which the books of the FH Business are normally closed in such jurisdiction, in each case, on the IPO calendar day immediately preceding the Closing Date (the “Effective Time”); provided, however, that in the event the Closing Date shall be extended to the Accounting Period Start Date, for purposes of this Agreement, the “Closing” shall be deemed to occur and be effective, in the United States, as of 11:59 p.m. New York time and, in any jurisdiction outside of the United States, as of the time at which the books of the FH Business are normally closed in such jurisdiction, in each case, on the last day of the calendar month immediately preceding the Accounting Period Start Date. All transactions taking place at the Closing shall be deemed to occur simultaneously.
(b) On the Closing Date, Seller shall deliver or cause to be delivered to Buyer the following (except as otherwise provided in Section 5.16 or Section 5.17 and except to the extent delivered at or prior to the Closing to Buyer or one of its Subsidiaries pursuant to a Local Purchase Agreement):
(i) certificates (where applicable) representing the FH Shares duly endorsed (or accompanied by a duly executed stock power) and in form for transfer to Buyer and certificates (where applicable) representing all outstanding equity securities of all Closing Subsidiaries;
(ii) a duly executed xxxx of sale and assignment, in the form attached as Exhibit A hereto, to evidence the Buyer’s purchase of the Acquired FH Assets;
(iii) the Local Purchase Agreements, duly executed by Seller or its Subsidiaries (to the extent each is a party thereto), to the extent not executed and delivered by such parties prior to the Closing;
(iv) the Transition Services Agreement, duly executed by Seller (and one or more of its Subsidiaries (to the extent each is a party thereto)), to the extent not executed and delivered by such parties prior to the Closing;
(v) the Stockholder Agreement, duly executed by Seller;
(vi) a duly executed instrument of assumption of the Retained Liabilities being assumed by Seller or its Affiliates, in the form attached as Exhibit B-1;
(vii) copies of the resignations, effective as of the Closing and in form and substance reasonably satisfactory to Buyer, of each director and officer of any Transferred FH Company or any Closing Subsidiary requested in writing by Buyer no later than three (3) Business Days prior to the Closing Date;
(viii) from each FH Share Seller and FH Asset Seller that is organized in the United States, a certification from such FH Share Seller or FH Asset Seller that it is not a foreign person in accordance with the Treasury Regulations under Section 1445 of the Code;
(ix) such other instruments of conveyance (such as patent assignments, trademark assignments, real estate deeds, assigned certificates or documents of title and assigned negotiable instruments) as Buyer may reasonably request in order to effect the sale, assignment, transfer and delivery to Buyer or its designee of good and valid title to the Acquired FH Assets free and clear of all Encumbrances (other than Permitted Encumbrances), in each case in form and substance reasonably satisfactory to Buyer and duly executed by the applicable FH Asset Seller; and
(x) all other documents expressly required to be delivered by Seller or its Affiliates on or prior to the Closing Date pursuant to this Agreement.
(c) On the Closing Date, Buyer shall deliver or cause to be delivered to Seller or its designee the following (except to the extent delivered to an FH Share Seller or an FH Asset Seller at or prior to the Closing pursuant to a Local Purchase Agreement):
(i) the Preliminary Cash Purchase Price in immediately available funds by wire transfer to an account or accounts at such bank or banks specified by Seller at least two (2) Business Days prior to the Closing Date and a book-entry confirmation in form reasonably satisfactory to Seller from the registrar and transfer agent for the Buyer Common Stock evidencing the issuance to Seller of the Buyer Stock Consideration;
(Bii) a duly executed instrument of assumption of the Assumed Liabilities being assumed by Buyer or a Subsidiary of Buyer, substantially in the form attached as Exhibit B-2;
(iii) the delivery Local Purchase Agreements, duly executed by Buyer or a Subsidiary of that Certificate of Merger with a filing service that will file Buyer, to the extent not executed and delivered by such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately parties prior to the closing of Closing;
(iv) the IPO)Transition Services Agreement, duly executed by Buyer, to the extent not executed and delivered by such parties prior to the Closing;
(iiv) verify the existence and ownership of the certificates evidencing the Company Common Stock Stockholder Agreement, duly executed by Buyer; and
(vi) all other documents expressly required to be exchanged for delivered by Buyer or its Affiliates on or prior to the Merger Consideration Closing Date pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Circor International Inc), Purchase Agreement (Colfax CORP)
The Closing. On or before (a) Unless this Agreement shall have been terminated and the IPO Pricing Datetransactions herein shall have been abandoned pursuant to Section 11.1, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement (the “Closing”) shall take place on a date which shall be the later to occur of (i) June 30, 2003 or (ii) the second business day following the satisfaction or waiver of all conditions to closing set forth in Article IX, other than those that by their nature are to be closed satisfied at the Closing (the “Closing Date”), at the offices of Xxxxxx & Xxxxxxx located at 000 Xxxxxxxxxx Xxxxxx, San Francisco, California 94111, and shall be effective as of 12:01 a.m. Pacific Standard time on such date, unless another date, time or completed on or before place is agreed to in writing by the IPO parties hereto.
(b) On the Closing Date, including the surrender applicable Contributing Party shall, or shall cause its applicable Affiliates to, deliver to the Joint Venture (or its Subsidiaries, as applicable) and the other parties thereto (as applicable) the following:
(i) duly executed instruments transferring the AMD FASL (Japan) Closing Date Contributed Equity (together with the stock certificates representing such equity interests), Fujitsu FASL (Japan) Equity (together with the stock certificates representing such equity interests) and the Fujitsu Malaysia Equity;
(ii) duly executed bills of sale, grant deeds or similar instruments with respect to the AMD Inventory, the Fujitsu Inventory, the AMD Closing Date California Assets, the AMD Closing Date Contributed Fab 25 Assets and the AMD Coatue Assets in form and substance reasonably satisfactory to the Contributing Parties;
(iii) duly executed assignment and assumption agreements with respect to the AMD Contributed Contracts, the AMD Contributed Permits, the Fujitsu Contributed Contracts and the Fujitsu Contributed Permits in form and substance reasonably satisfactory to the Contributing Parties;
(iv) duly executed assignment and assumption agreements with respect to the Real Property Leases and Personal Property Leases included in the AMD Business Assets and the Fujitsu Business Assets transferred at Closing in form and substance reasonably satisfactory to the Contributing Parties;
(v) duly executed grant deeds or substantially similar instruments with respect to the owned real property included in the AMD Business Assets and the Fujitsu Business Assets transferred at Closing in form and substance reasonably satisfactory to the Contributing Parties;
(vi) a duly executed Asset Purchase Agreement in the form attached hereto as Exhibit 1 (the “AMD Asset Purchase Agreement”);
(vii) a duly executed Operating Agreement in the form attached hereto as Exhibit 2 (the “Operating Agreement”);
(viii) a duly executed FASL (Japan) Termination Agreement in the form attached hereto as Exhibit 3 (the “FASL (Japan) Termination Agreement”);
(ix) a duly executed AMD-FASL Patent Cross-License Agreement in the form attached hereto as Exhibit 4 (the “AMD-FASL Patent Cross-License Agreement”);
(x) a duly executed Fujitsu-FASL Patent Cross-License Agreement in the form attached hereto as Exhibit 5 (the “Fujitsu-FASL Patent Cross-License Agreement”);
(xi) a duly executed Fujitsu-AMD Patent Cross-License Agreement in the form attached hereto as Exhibit 6 (the “Fujitsu-AMD Patent Cross-License Agreement”);
(xii) a duly executed Intellectual Property Contribution and Ancillary Matters Agreement in the form attached hereto as Exhibit 7 (the “Intellectual Property Agreement”);
(xiii) a duly executed AMD Distribution Agreement in the form attached hereto as Exhibit 8 (the “AMD Distribution Agreement”);
(xiv) a duly executed Fujitsu Distribution Agreement in the form attached hereto as Exhibit 9 (the “Fujitsu Distribution Agreement”);
(xv) a duly executed AMD General and Administrative Services Agreement in the form attached hereto as Exhibit 10 (the “AMD Services Agreement”);
(xvi) a duly executed Fujitsu General and Administrative Services Agreement in the form attached hereto as Exhibit 11 (the “Fujitsu Services Agreement”);
(xvii) a duly executed FASL/AMD General Administrative Services Agreement in the form attached hereto as Exhibit 12 (the “FASL/AMD Services Agreement”);
(xviii) a duly executed AMD Information Technology Services Agreement in the form attached hereto as Exhibit 13 (the “AMD Technology Services Agreement”);
(xix) a duly executed Fujitsu Information Technology Services Agreement in the form attached hereto as Exhibit 14 (the “Fujitsu Technology Services Agreement”);
(xx) a duly executed Fujitsu Secondment and Transfer Agreement in the form attached hereto as Exhibit 15 (the “Fujitsu Secondment Agreement”);
(xxi) a duly executed Lease Agreement (AMD Malaysia) in the form attached hereto as Exhibit 16 (the “Lease Agreement (AMD Malaysia)”);
(xxii) a duly executed Non-Competition Agreement in the form attached hereto as Exhibit 17 (the “Non-Competition Agreement”);
(xxiii) a duly executed Parent Guaranty in form and substance reasonably satisfactory to the parties hereto under which Fujitsu and AMD shall guaranty in accordance with applicable provisions of the Company Common Stock Operating Agreement the performance of the Joint Venture of its obligations under the Fab 25 Loan Agreement (the “Parent Guaranty”);
(xxiv) a duly executed Remediation Agreement in exchange for the Merger Consideration form attached hereto as Exhibit 18 (including the “Remediation Agreement”);
(xxv) a certified check or checks duly executed Special Warranty in an amount equal the form attached hereto as Exhibit 19 under which AMD Investments will transfer the Austin Real Property to the cash portion of Joint Venture (the Merger Consideration“Fab 25 Deed”);
(xxvi) will be closed or completed, a duly executed Letter Agreement Regarding FMM Environmental Compliance in the form attached hereto as Exhibit 20;
(xxvii) Fab 25 Loan Agreement and related agreements and documents;
(xxviii) a duly executed Payroll Servicing Agreement in the case may be. During form attached hereto as Exhibit 21 regarding Seconded Employees (the period from “Seconded Employee Payroll Servicing Agreement”); and
(xxix) a duly executed Manufacturing Services Agreement in the Delivery Date to form attached hereto as Exhibit 22 (the IPO “Manufacturing Services Agreement”).
(c) On the Closing Date, this the Contributing Parties shall cause the Joint Venture to deliver (or, where applicable, FASL (Japan) to deliver) to the Contributing Parties:
(i) the Contribution Consideration;
(ii) duly executed assignment and assumption agreements with respect to the AMD Contributed Contracts, the AMD Contributed Permits, the Fujitsu Contributed Contracts and the Fujitsu Contributed Permits in form and substance reasonably satisfactory to the Contributing Parties;
(iii) duly executed assignment and assumption agreements with respect to the Real Property Leases and the Personal Property Leases included in the AMD Contributed Assets and the Fujitsu Contributed Assets in form and substance reasonably satisfactory to the Contributing Parties;
(iv) a duly executed AMD Asset Purchase Agreement may be terminated by and Promissory Note in the parties only pursuant form attached to Section 12.01(b)(ithe AMD Asset Purchase Agreement (the “AMD Asset Sale Promissory Note”);
(v) a duly executed Operating Agreement;
(vi) a duly executed FASL (Japan) Termination Agreement;
(vii) a duly executed AMD-FASL Patent Cross-License Agreement;
(viii) a duly executed Fujitsu-FASL Patent Cross-License Agreement;
(ix) a duly executed Intellectual Property Agreement;
(x) a duly executed AMD Distribution Agreement;
(xi) a duly executed Fujitsu Distribution Agreement;
(xii) a duly executed AMD Services Agreement;
(xiii) a duly executed Fujitsu Services Agreement;
(xiv) a duly executed FASL/AMD Services Agreement;
(xv) a duly executed AMD Technology Services Agreement;
(xvi) a duly executed Fujitsu Technology Services Agreement;
(xvii) a duly executed Fujitsu Secondment Agreement;
(xviii) a duly executed Lease Agreement (AMD Malaysia);
(xix) a duly executed Non-Competition Agreement;
(xx) a duly executed Promissory Note in the form attached hereto as Exhibit 23 (the “Fujitsu Promissory Note”);
(xxi) a duly executed Promissory Note in the form attached hereto as Exhibit 24 (the “AMD Promissory Note”);
(xxii) a duly executed Remediation Agreement;
(xxiii) a duly executed Seconded Employee Payroll Servicing Agreement; and
(xxiv) a duly executed Manufacturing Services Agreement.
Appears in 2 contracts
Samples: Contribution and Assumption Agreement, Contribution and Assumption Agreement (Advanced Micro Devices Inc)
The Closing. On The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 10:00 a.m., local time, at the offices of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on a date (the “Closing Date”) no earlier than the sixth (6th) Business Day, and no later than the tenth (10th) Business Day, following the satisfaction or before waiver of all of the IPO Pricing Dateconditions to Closing set forth in Article VI hereof, but in no case sooner than thirty (30) days after the parties hereto will take all actions necessary date of this Agreement and in no case later than the date set forth in Section 8.1(b)(i) hereof, or on such other day as shall be agreed by Seller and Buyer.
(a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:
(i) effect stock certificates evidencing the Merger Shares, in each case accompanied by stock powers duly executed in blank for transfer on the books of Company, together with any applicable stock transfer stamps;
(includingii) each of the certificates and other documents contemplated by Section 6.2;
(iii) a copy of the Certificate of Incorporation, as permitted certified by the Applicable Corporate Code, (A) the execution State of New York as of a Certificate of Mergerdate as near as practicable to the Closing Date;
(1iv) meeting the requirements a copy of the Applicable Corporate Code and (2) providing that Bylaws, certified by the Merger will become effective on Secretary or Assistant Secretary of Company; a good standing certificate for Company, dated as of a date as near as practicable to the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with Date, from the Department of State of the State of IndianaNew York, to the effect that Company is a subsisting company;
(v) upon notification the original corporate minute, ledger and securities books and corporate seal of Company;
(vi) releases executed by each Person set forth in Section 2.3(a)(vi) of the closing Disclosure Schedules releasing Company, each Company Subsidiary and any of their respective officers, directors or employees of any claims that may give rise to an indemnification claim against Company or any Company Subsidiary under the IPO indemnification obligations referred to in Section 5.7 in this Agreement;
(provided vii) any document necessary to transfer control of each checking, deposit, investment or other similar accounts, security deposits from tenants and safe deposit boxes held by Company to Buyer; and
(viii) evidence that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior Seller has paid in full all severance pay and benefits due to Covered Employees pursuant to Section 5.10(a);
(ix) any other documents that Buyer may reasonably request to effect the closing of transactions contemplated hereby.
(b) At the IPO)Closing, Buyer shall:
(i) deliver the Purchase Price (less the Escrow Amount) to Seller as contemplated by Section 2.2;
(ii) verify deliver the existence and ownership Escrow Amount to the Escrow Agent as contemplated by Section 2.2;
(iii) deliver to Seller each of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to and other documents contemplated by Section 2.05 and 6.3; and
(iiiiv) satisfy the document delivery requirements to which the obligations of the parties any other documents that Seller may reasonably request to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)hereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sba Communications Corp), Stock Purchase Agreement (Sba Communications Corp)
The Closing. On (a) Subject to the satisfaction or before waiver of all of the IPO Pricing Dateconditions to the Closing set forth in Articles VI and VII, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingXxxxx Xxxxxxxxxx LLP, 191 Xxxxxxxxx Xxxxxx1301 Avenue of the Americas, XxxxxxxNew York, Xxxxxxx xx New York at 10:00 a.m., Atlanta time New York City time, on the IPO Pricing Datelast Business Day of the month in which all of the conditions set forth in Articles VI and VII (other than those conditions that are contemplated to be satisfied at the Closing itself) have been satisfied or waived, or at such later other time or place as may be mutually agreed upon by the parties hereto. The date on which the Closing occurs is referred to herein as the "Closing Date."
(b) In the event that all of the Transfers do not take place on the IPO Pricing Transfer Date, or that the Closing does not take place on the Transfer Date, then (i) all of the Transfers, when they have occurred, will be deemed to have occurred on the Transfer Date and (ii) when the Closing occurs, the Closing shall be given effect as RW shall specify by written notice of the Transfer Date. If the Closing does not take place on the Transfer Date, then, prior to the President first Transfer, (i) the Seller shall deliver to the Purchaser on the Transfer Date the certificates described in Section 6.8 hereof, which certificates shall be dated the Transfer Date, and upon delivery of such certificates from the Seller to the Purchaser, the conditions to Closing set forth in Sections 6.1, 6.2, 6.7 and 6.8 hereof shall be deemed to be satisfied, (ii) the Seller shall cause the Persons listed on Schedule 6.6 hereto to deliver the resignations required to be delivered by Section 6.6 hereof, and upon delivery of such resignations, the condition to Closing set forth in Section 6.6 hereof shall be deemed to be satisfied, (iii) the Purchaser shall deliver to the Seller a certificate, which certificate shall be dated the Transfer Date and signed by an executive officer of the Company Purchaser, stating that the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Purchaser to the Seller, the conditions to Closing set forth in Sections 6.3, 6.4 and 6.5 shall be deemed to be satisfied, (iv) the Purchaser shall deliver to the Seller on the Transfer Date the certificates described in Section 7.6 hereof, which certificates shall be dated the Transfer Date, and upon the delivery of such certificates from the Purchaser to the Seller, the conditions to Closing set forth in Section 7.1, 7.2 and 7.6 hereof shall be deemed to be satisfied, and (v) the Seller shall deliver to the Purchaser a certificate, which certificate shall be dated the Transfer Date and signed by an executive officer of the Seller, stating that the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 are satisfied or, to the extent not satisfied, waived, and upon the delivery of such certificate from the Seller to the Purchaser, the conditions to Closing set forth in Sections 7.3, 7.4 and 7.5 shall be deemed to be satisfied. Upon the delivery on the Transfer Date of all of the certificates, resignations and evidence required to be delivered on the Transfer Date by the preceding sentence of this Section 2.2(b) in the event that the Closing does not take place on the Transfer Date, (x) all of the conditions to Closing set forth herein shall be deemed to be satisfied, (y) the Purchaser shall deposit with the Escrow Agent an amount in cash equal to the Purchase Price less the Holdback Amount (the "Delivery DateEscrow Cash") and (z) the Seller shall deposit with the Escrow Agent certificates representing the Shares, duly endorsed in blank for transfer or accompanied by stock powers duly endorsed in blank and with all appropriate stock Transfer Tax stamps affixed (the "Stock Certificate"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateFollowing such deposit, the Escrow Agent shall hold the Escrow Cash and the Stock Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before in accordance with the IPO Closing Date, including terms set forth in the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Escrow Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Alleghany Corp /De), Stock Purchase Agreement (Alleghany Corp /De)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King & SpaldingNorton Xxxx Xxxxxxxxx, 191 Xxxxxxxxx Xxxxxx000 0xx Xxxxxx XX, XxxxxxxXxxxx 0000, Xxxxxxx xx Xxxxxxxxxx, X.X. 00000, at 10:00 a.m., Atlanta time Eastern Standard Time, on the IPO Pricing Datelast Business Day of the month following full satisfaction or due waiver of all of the closing conditions set forth in Article 9 (other than those that, by their nature, are to be satisfied at the Closing) or on such other date or at such later time other place (including remotely via the exchange of executed documents and other deliverables) as is mutually agreeable to the Buyer and the Sellers. The date of the Closing is referred to herein as the “Closing Date.” The execution and delivery of this Agreement and the other agreements, documents, certificates or instruments to be delivered by the parties at the Closing, may be accomplished via facsimile, portable document format, overnight delivery or courier services as the parties may agree. The Closing will be effective, and all documents will be deemed executed and delivered, and all actions and proceedings will be deemed taken, simultaneously as of 12:01 a.m., Eastern Standard Time, on the IPO Pricing Date as RW shall specify by written notice Closing Date.
(b) Upon the terms and subject to the President conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Company Closing:
(i) Parent shall deliver to the "Delivery Date"). The actions taken Buyer an executed assignment document, in the form of Exhibit H, transferring the Membership Interest to the Buyer;
(ii) the Buyer shall pay the Estimated Purchase Price by making the payments in such amounts and to such payees as specified in the Flow of Funds, including, without limitation, in respect of: (A) the Escrow Amount, (B) the Closing Indebtedness to be paid at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration Closing pursuant to Section 2.05. On 2.02(c)(i), (C) the IPO Closing DatePension/OPEB Shortfall, (D) the Certificate of Merger will be filed and will become effective pursuant Closing Transaction Costs, (E) liquidated sums required to remove Exceptions as contemplated by Section 2.026.05(b)(ii), and all transactions contemplated by this Agreement to be closed or completed (F) the Seller Proceeds on or before the IPO Closing Date, including the surrender basis of the Company Common Stock Estimated Purchase Price; and
(iii) the Buyer and the Sellers shall make such other deliveries as are required by, and in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completedaccordance, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)with Article 9.
Appears in 2 contracts
Samples: Purchase Agreement (Atlantic Tele Network Inc /De), Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO The Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Xxxxx & SpaldingXxxxxxx in Indianapolis, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time Indiana on the IPO Pricing Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.
(b) At the Closing:
(i) CEA shall execute and deliver to Buyer a xxxx of sale in form and substance the same as Exhibit A to this Agreement, one or more trademark assignments for the trademarks which are a part of the CEA Assets in proper form for filing with the offices in which such trademarks are registered, and such other instruments of conveyance and assignment as Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to Buyer of the CEA Assets;
(ii) Buyer shall pay to CEA, payable by wire transfer of immediately available funds in accordance with the CEA Wire Instructions, the CEA Purchase Price (net of the Xxxxxxx Money Deposit to be released to CEA at the Closing) and shall in writing unconditionally authorize the release and payment of the Xxxxxxx Money Deposit to CEA; provided, however, that $15,000 shall be retained by Buyer to assure the delivery of all of the expendable inventory as set forth on the list previously provided to Buyer. As soon as possible but in no event more than seven (7) days after Closing, Buyer (with CEA present if it desires) shall confirm this inventory. Should any such inventory be missing, Buyer will be entitled to retain a portion of said $15,000, which portion shall be equal to the percentage that the missing inventory (determined by value) bears to the total value of the listed inventory, as agreed by the parties or if no agreement can be reached, by a mutually agreed appraiser. If all such inventory is delivered, the holdback amount shall be immediately paid to CEA;
(iii) CEA shall deliver to Buyer, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President otherwise put Buyer in possession and control of, all of the Company CEA Assets of a tangible nature (other than the "Delivery Date"). The actions taken OFR Parts) at the Delivery will not include Locations. CEA shall provide to Buyer at the completion of either Closing a list identifying the Merger or approximate balance CEA believes is owed with respect to the delivery of OFR Parts.
(iv) CEA and Buyer shall enter into an agreement, in form and substance the Company Common Stock or the Merger Consideration same as Exhibit B to this Agreement, pursuant to Section 2.05. On which Buyer shall be entitled to leave the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, CEA Assets at their respective Delivery Locations (not including the surrender of the Company Common Stock in exchange OFR Parts) for the Merger Consideration (including a certified check or checks in an amount equal periods and subject to the cash portion terms and disclaimers and limitations of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)liability stated in such agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ata Holdings Corp), Asset Purchase Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of IndianaMichigan) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Railworks Corp), Agreement and Plan of Reorganization (Railworks Corp)
The Closing. On or before (a) The closing of the IPO Pricing DateNon-Voting Exchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the parties hereto will may agree. The Closing shall take all actions necessary place on September 28, 2018; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) effect the Merger Company will cause the transfer agent for the Voting Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (includingii) the Investor will deliver the certificate(s) or book-entry shares representing the Non-Voting Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as permitted applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate Code, Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article III of this Agreement shall be true and (2) providing that correct in all material respects as though made on and as of the Merger will become effective on date of this Agreement and as of the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Company shall have performed in all material respects all obligations required to be filed immediately performed by it under this Agreement at or prior to the closing of the IPO), Closing;
(ii) verify the existence and ownership Investor shall have received a certificate signed on behalf of the certificates evidencing Company by an executive officer certifying to the Company Common Stock to be exchanged for effect that the Merger Consideration pursuant to conditions set forth in Section 2.05 and 1.1(d)(i) have been satisfied;
(iii) satisfy the document delivery requirements to which the obligations Company shall have delivered evidence of issuance in book-entry form of the parties Exchange Shares to effect the Merger and Investor;
(iv) the other transactions contemplated hereby are conditioned Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and
(v) the issuance of the Exchange Shares will not cause the number of shares of Voting Common Stock owned by the provisions Investor, taking into account the Exchange Shares, to exceed 9.9% of this Article VII the issued and outstanding shares of Voting Common Stock.
(all those actions collectively being the "Delivery"). e) The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President obligation of the Company (to consummate the "Delivery Date"). The actions taken Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Delivery will not include the completion of either the Merger or the delivery Closing, of the Company Common Stock or following conditions:
(i) (A) the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate representations and warranties of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be closed performed or completed observed on or before the IPO Closing Date, including the surrender of Date under this Agreement will have been performed or observed in all material respects; and
(ii) the Company Common Stock in exchange for the Merger Consideration (including shall have received a certified check certificate signed on behalf of Investor by an executive officer or checks in an amount equal managing principal certifying to the cash portion of effect that the Merger Considerationconditions set forth in Section 1.1(e)(i) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been satisfied.
Appears in 2 contracts
Samples: Exchange Agreement (CJA Private Equity Restructuring Master Fund I LP), Exchange Agreement (Coastal Financial Corp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Sale Shares and the other transactions contemplated hereby (the “Closing”) shall take place within fifteen (15) Business Days after all the conditions set forth under Sections 4.1 and 4.2 are conditioned satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by the provisions Parties (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A) a copy of the shareholder statements of the Issuer issued by the Transfer Agent and evidencing the Purchaser has been registered as the sole owner of the Sale Shares as of the Closing Date;
(B) a copy of the director resolutions of the Seller duly authorizing and approving this Article VII Agreement and the transactions contemplated hereby; and
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) immediately available funds in the amount of the Purchase Price by wire transfer into an account designated by the Seller in a written notice delivered to the Purchaser at least fifteen (15) Business Days prior to the Closing Date in substantially the form attached hereto as Exhibit A; and
(B) a copy of the director resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all those actions collectively being the "Delivery"). The Delivery at Closing are inter-dependent and will be deemed to take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, simultaneously and no delivery or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger payment will be filed deemed to have been made until all deliveries and will become effective pursuant to Section 2.02, and all transactions contemplated by payments under this Agreement due to be closed or completed on or before the IPO made at Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been made.
Appears in 2 contracts
Samples: Share Purchase Agreement (PW Medtech Group LTD), Share Purchase Agreement (CITIC Capital Holdings LTD)
The Closing. On or before The closing (the IPO Pricing Date, the parties hereto will take all actions necessary to (i“Closing”) effect of the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Xxxxxxxx & SpaldingXxxxxxxx LLP, 191 Xxxxxxxxx Xxxxxx0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxx xx 10:00 XX 00000, at 11:00 a.m., Atlanta time New York City time, on the IPO Pricing date (the “Closing Date”) which shall be (a) the earlier of: (i) the date that is three (3) Business Days after the satisfaction or waiver (subject to applicable Laws) of the conditions set forth in ARTICLE VIII (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of those conditions); and (ii) the date that is the day prior to the Outside Date; provided that the conditions set forth in ARTICLE VIII have been satisfied or waived as of such date (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of those conditions); or (b) such date as mutually agreed in writing by Auxilium and Endo. Subject to the satisfaction or waiver (subject to applicable Laws) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Closing Date) set forth in ARTICLE VIII, the Merger shall, from and after the Merger Effective Time, have all of the effects provided under applicable Laws. Notwithstanding the first sentence of this Section 2.2, if the Marketing Period has not ended at such later the time of the satisfaction or waiver of the conditions set forth in Article VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing Date), then the Closing shall occur instead on the IPO Pricing Date date following the satisfaction or waiver of such conditions that is the earliest to occur of (a) any Business Day during or before the expiration of the Marketing Period, as RW shall specify may be specified by Endo on no fewer than three (3) Business Days’ prior written notice to Auxilium, and (b) one (1) Business Day after the President final day of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant Marketing Period, unless another date is agreed to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated writing by the parties only pursuant to Section 12.01(b)(i)Parties.
Appears in 2 contracts
Samples: Merger Agreement (Endo International PLC), Merger Agreement (Auxilium Pharmaceuticals Inc)
The Closing. On or before Subject to the IPO Pricing Dateconditions precedent set forth in Article 6 herein, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing sale and purchase of the IPO), Shares under this Agreement (iithe “Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will shall take place at the law offices of King Wuersch & SpaldingXxxxxx LLP, 191 Xxxxxxxxx 000 Xxxx Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time XX 00000 no later than the closing date specified on Exhibit A hereto (the IPO Pricing “Closing Date, ”) or at such later other date and time on as the IPO Pricing Date as RW shall specify by written notice parties mutually agree when the respective conditions precedent set forth in Article 6 have been satisfied or waived in accordance with the terms and conditions set forth therein.
(a) Prior to the President Closing and pursuant to the terms of Escrow (as defined in Section 6.6), the Seller shall deliver into the escrow of Purchaser’s counsel the stock certificate representing the Shares (the “Certificate”) and a duly executed stock power (the “Stock Power”) providing for the transfer of the Company Shares to the Purchaser, together with the irrevocable letter of instruction to the Company’s transfer agent acknowledging and agreeing to such transfer (the "Delivery Date"“Instruction Letter”). The actions taken at , in form acceptable to the Delivery will not include Purchaser.
(b) At the completion Closing, the Purchaser shall pay by wire transfer of either immediately available funds in accordance with the Merger instructions set forth on Exhibit A, or other method of delivery acceptable to the delivery Seller, the aggregate Purchase Price for the Shares.
(c) At the Closing, upon confirmation of the Company Common Stock or transmittal of the Merger Consideration pursuant to Section 2.05. On the IPO Closing DatePurchaser Price by wire transfer, the Certificate of Merger will Certificate, Stock Power and Instruction Letter shall immediately be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal released from Escrow to the cash portion of Purchaser who shall thereto legally possess all right, title and interest in the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Shares.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Rudana Investment Group AG), Securities Purchase Agreement (Rudana Investment Group AG)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO The Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta a time and on the IPO Pricing Date, or at such later time on the IPO Pricing Date and as RW shall specify by written notice to the President of the Company date of this Agreement (the "Delivery Closing Date"). The Closing will be held by telephone, at which time the documents and instruments necessary or appropriate to effect the transactions contemplated herein to occur at the Closing will be exchanged by E-mail or facsimile transmission, with original counterparts to follow by next business day courier delivery. Except as otherwise provided herein all actions taken at the Delivery Closing will not include be deemed to be taken simultaneously.
(b) At the completion Closing, Seller shall deliver or cause to be delivered to the Purchasers stock certificates for the Purchased Shares, endorsed in blank and bearing medallion signature guarantees, and an assignment of either the Merger Related Party Loans. Promptly after the Closing, the stock certificates delivered to the Purchasers at the Closing will be presented to the transfer agent for the Company's Common Stock for registration of transfer into the names of the Purchasers and for the respective numbers of Purchased Shares indicated on Annex 1.1(b)(1) hereto. Each stock certificate received at the Closing by the Purchasers and each stock certificate received upon the registration of transfer thereof shall bear the legends (the "Legends") set forth in Annex 1.1(b)(2) hereto.
(c) Attached hereto as Annex 1.1(c) is a copy of the registration agreement to which the Purchased Shares are subject.
(d) At or prior to the delivery Closing, the Purchasers shall wire transfer immediately available funds in the aggregate amount of Two Hundred Eighty Three Thousand Four Hundred Thirty Dollars ($283,430) to Seller. Of this amount, Two Hundred Fifty Four Thousand Five Hundred Seventeen and 30/100 Dollars ($254,517.30) represents the purchase price of the Purchased Shares (at Thirty Cents ($.30) per share) and Twenty Eight Thousand Nine Hundred Twelve and 70/100 Dollars ($28,912.70) represents advances to the Company on behalf of the Purchasers to pay certain liabilities of the Company Common Stock or agreed to be paid by the Merger Consideration pursuant to Section 2.05Purchasers. On At the IPO Closing DateClosing, the Certificate Company will deliver a Convertible Promissory Note in the form of Merger will be filed Annex 1(d) hereto to evidence such advance.
(e) At the Closing, Seller shall cause the director of the Company: (i) to acknowledge that the Company does not have any liability to him after the Closing; (ii) to agree to remain director and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender officer of the Company Common Stock in exchange for until ten (10) days after the Merger Consideration Company files with the Commission and mails to its shareholders a Schedule 14F-1 (including a certified check or checks in an amount equal the "Schedule 14F-1") pursuant to Rule 14f-1 promulgated by the Commission under the Securities Exchange Act of 1934 (the "Exchange Act") and to resign as director of the Company at the end of such ten-day period; (iii) to appoint Xxxx X. Xxxxxxx to the cash portion Board of Directors of the Merger ConsiderationCompany; and (iv) will be closed or completedto vote in favor of electing Xxxx X. Xxxxxxx as President, Chief Executive Officer and Chief Financial Officer and Xxxxx X. Xxxxxxxxxx as Secretary of the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Settex PLC), Stock Purchase Agreement (Microsmart Devices, Inc.)
The Closing. On or before The purchase and sale of the IPO Pricing DateSeries B Stock and Note Conversion (a “Closing”, and the first of such Closings, the parties hereto will take all actions necessary to (i“First Closing”) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Xxxxxxxx Xxxxxx Xxxxxxx & SpaldingXxxxxxx LLP, 191 Xxxxxxxxx Xxxxxx000 Xxxx Xxxxxx Xxxxx, Xxxxxxx0xx Xxxxx, Xxxxxxx xx 10:00 a.m.Xxxxx Xxxx, Atlanta time XX 00000, at 12:00 p.m. Pacific Time on the IPO Pricing DateApril 17, 2009 or at such later other time and place as the Company and the Investors mutually agree upon in one or more closings (the “Closing Date”). Subject to the terms and conditions set forth in this Agreement, the Company may sell up to an additional 14,534,884 shares of Series B Stock in the aggregate to purchasers acceptable to the Company, Altira, NGEN and Robeco (each a “Subsequent Purchaser”) at the Price Per Share; provided, however, that any such sale may only occur during that certain period beginning on the IPO Pricing Closing Date and ending on the 60th day thereafter (the “Subsequent Sale Period”). Any such sale shall be made during the Subsequent Sale Period and upon the same terms and conditions as RW those set forth herein, and each Subsequent Purchaser shall specify by written notice become a party to this Agreement (and Exhibit A hereto shall be amended to include such Subsequent Purchaser), the Investor Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement and shall have the rights and obligations, and be treated as, an Investor hereunder and thereunder. Each closing of a sale of Series B Stock to one or more Subsequent Purchasers during the Subsequent Sale Period shall be a Closing for purposes of this Agreement. Each Investor hereby agrees to waive any rights of first refusal it may have in connection with the sale of Shares to Subsequent Purchasers during the Subsequent Sale Period. At each Closing, subject to the President terms and conditions hereof, the Company will deliver to each Investor a certificate representing the number of Purchased Shares that such Investor is purchasing as shown on Exhibit A against delivery to the Company by such Investor of the full Price Per Share for such shares of Series B Stock at such Closing, paid by (a) wire transfer of funds to an account designated by the Company in writing, (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery b) surrender of the Bridge Notes to the Company Common Stock or the Merger Consideration for cancellation pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed 1.3 or completed on or before the IPO Closing Date, including the surrender (c) a combination of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)foregoing.
Appears in 2 contracts
Samples: Series B Preferred Stock Purchase Agreement (Energy & Power Solutions, Inc.), Series B Preferred Stock Purchase Agreement (Energy & Power Solutions, Inc.)
The Closing. On or before (a) Subject to the IPO Pricing Dateterms and conditions of this Agreement (including Section 2.05(a)), the parties hereto will sale and purchase of the Auto Care Companies Equity Interests and the Transferred Assets and the assumption of the Assumed Liabilities (all as contemplated hereby, the “Closing”) shall take all actions necessary to place by electronic exchange of documents, (i) effect on the Merger (including, as permitted by the Applicable Corporate Code, later of (A) the execution third (3rd) Business Day following the satisfaction or waiver in writing (to the extent permitted by applicable Law) of a Certificate of Merger
(1) meeting the requirements all of the Applicable Corporate Code conditions set forth in Article IX (in each case by the applicable party entitled to the benefit thereof, and other than any such conditions that, by their nature, are to be satisfied only at the Closing, but subject to the written waiver (2to the extent permitted by applicable Law) providing that of the Merger will become effective on party entitled to the IPO Closing Date benefit thereof or fulfillment of those conditions) and (B) the delivery earlier of that Certificate (I) a date during the Marketing Period to be specified by Purchaser on no fewer than three (3) Business Days’ notice to Seller, and (II) the third (3rd) Business Day immediately following the final day of Merger the Marketing Period (subject, in the case of each of subclauses (I) and (II) of this clause (B), to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by applicable Law) of the party entitled to the benefit thereof of those conditions)) or (ii) at such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”). Notwithstanding the foregoing, if the condition set forth in the first paragraph of Section 2 of the commitment letter included in the Debt Financing Commitment (or any similar provision in the definitive documentation for any Permanent Financing or alternative financing) has not been satisfied or waived in accordance with a filing service that will file such Certificate of Merger its terms on or before the date when the Closing would otherwise be required to take place in accordance with the Department of State terms of the State preceding sentence, the Closing shall occur on the date that is the tenth (10th) Business Day following the date the Closing was to have occurred in accordance with the preceding sentence; provided, that that the Purchaser may, on no fewer than five (5) Business Days’ notice to Seller, elect to cause the Closing to instead occur on a date that is the earlier of Indiana(I) upon notification a date specified by Purchaser on three (3) Business Days written notice (which written notice may be provided at any time prior to July 12, 2019) and (II) July 15, 2019 (subject, in the case of any Closing Date determined pursuant to this sentence, to the satisfaction or waiver in writing (to the extent permitted by applicable Law) of the closing party entitled to the benefit thereof of all of the IPO conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (provided that Comsxxxx'x Xxxtificate other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the satisfaction or written waiver (to the extent permitted by applicable Law) of Merger shall the party entitled to the benefit thereof of those conditions)). For the sake of clarity, the transfer of the Auto Care Companies Equity Interests and the Transferred Assets and Assumed Liabilities will be filed immediately deemed to take place and be effective in each jurisdiction at 12:01 A.M. local time (in the case of the United States, local time being New York time), on the day of the Closing Date (x) where the principal office or facilities of such Auto Care Company is located or (y) in the case of Transferred Assets or Assumed Liabilities, where the Transferred Asset or Assumed Liability resides, exists or arises.
(b) If the Purchaser has elected to defer the Closing pursuant to the second sentence of Section 2.05(a) above, then an amount equal to the product of (i) the number of whole days in the period commencing on the day after the 10th Business Day referenced in the second sentence of Section 2.05(a) and ending on the day prior to the closing Closing Date (inclusive) multiplied by (ii) $222,000 (such product, the “Ticking Fee”) shall be added to the Unadjusted Cash Purchase Price.
(c) Notwithstanding anything to the contrary in this Agreement, if (i) any Consent of a Governmental Authority required to consummate the sale and transfer of the IPOAuto Care Companies Equity Interests and the Transferred Assets or the assumption of the Assumed Liabilities in any applicable jurisdiction has not been obtained at the time of Closing (other than, for the avoidance of doubt, the expiration or termination of the waiting period (and any extension thereof) under the HSR Act, and the waiting periods, clearances, approvals and/or Consents under the applicable Review Law in each of the other Specified Jurisdictions), (ii) verify despite the existence and ownership exercise by Seller of its reasonable best efforts, the Pre-Closing Restructuring has not been completed in any applicable jurisdiction as of the certificates evidencing Closing, (iii) despite the Company Common Stock to be exchanged exercise by Purchaser of its reasonable best efforts, Purchaser’s designated Affiliate in any applicable jurisdiction (A) is not fully formed, organized or incorporated, or (B) has not received the Governmental Authorizations necessary for the Merger Consideration conduct of the Business in such jurisdiction prior to the Closing Date or (iv) either party determines, in good faith, that it is not reasonably practicable to consummate the sale and transfer of the Auto Care Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities in particular jurisdictions on the Closing Date (each such jurisdiction in which the circumstances described in clauses (i) through (iv) above apply, a “Deferred Asset Jurisdiction”), then Purchaser and Seller shall, subject to this Section 2.05(b) and Section 2.05(c), agree to defer (to the extent permitted under applicable Law) the consummation of the portion of the transactions contemplated in such Deferred Asset Jurisdiction solely with respect to the sale and transfer of the Auto Care Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities, as applicable, in respect of such Deferred Asset Jurisdiction (such items for each Deferred Asset Jurisdiction, the “Deferred Assets and Liabilities”); provided, however, that, without the written consent of the other party, in no event shall either party have the right to defer the consummation of the sale and transfer of the Auto Care Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities, as applicable, (x) in the United States or in the other jurisdictions set forth on Section 2.05(b) of the Seller Disclosure Letter or (y) if such deferral would result in the Deferred Asset Jurisdictions accounting for 10% or more of the net sales of the Business in fiscal year 2018.
(d) From and after the Closing, and until such time as the applicable Deferred Assets and Liabilities have been transferred to Purchaser pursuant to Section 2.05(a) (each, a “Deferred Transfer Closing”), such Deferred Assets and Liabilities will be held for Purchaser’s benefit and account and will be managed and operated by Seller and its Subsidiaries for the benefit and account of Purchaser, with all gains, income, Losses, Taxes and Tax benefits or other items generated thereby to be for the account of Purchaser or its designated Affiliate. Seller and Purchaser will use their respective reasonable best efforts to allow Purchaser or its designated Affiliate to receive the uninterrupted use and benefit of any Deferred Assets and Liabilities from the Closing Date to the date of its Deferred Transfer Closing. Except as otherwise contemplated by this Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and or the other transactions contemplated hereby are conditioned by the provisions of this Article VII Agreement, to the extent permitted under applicable Law, until the applicable Deferred Transfer Closing occurs, Seller will conduct the Business in such Deferred Asset Jurisdiction in accordance with the reasonable and lawful instructions of Purchaser and, except to the extent resulting from or arising out of the bad faith, gross negligence, willful misconduct or violation of applicable Law by Seller or its Affiliates, Purchaser shall defend and indemnify the Seller Indemnified Persons and save and hold each of them harmless against any Losses incurred, sustained or suffered by them arising out of or as a result of the performance by Seller and its Affiliates of its and their respective obligations under this Section 2.05 in respect of any Deferred Assets and Liabilities from and after the Closing until the applicable Deferred Transfer Closing in accordance with the terms and provisions of this Section 2.05.
(all those actions collectively being e) The Deferred Transfer Closing of any Deferred Assets and Liabilities shall occur as promptly as is reasonably practicable after the "Delivery"). The Delivery will take place at resolution of the offices applicable circumstance described in clauses (i) through (iv) of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, first sentence of Section 2.05(b) that caused such jurisdiction to be a Deferred Asset Jurisdiction or at such later time as the Parties may mutually agree upon in writing. In connection with any Deferred Transfer Closing where the parties jointly determine that the applicable portion of the Cash Purchase Price is required to be paid on such Deferred Transfer Closing by Purchaser’s designated Affiliate to the IPO Pricing applicable Subsidiary Transferor in local currency: (a) at the Deferred Transfer Closing, Purchaser shall, or shall cause the applicable designated Affiliate to, deliver such portion of the Cash Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least three (3) Business Days prior to the Deferred Closing Date as RW shall specify by Seller in a written notice to the President of the Company Purchaser; and (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant b) no later than two (2) Business Days following such Deferred Transfer Closing, Seller shall return to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash Purchaser that portion of the Merger ConsiderationEstimated Cash Purchase Price or Cash Purchase Price (as applicable) will be closed or completed, as the case may be. During the period from the Delivery Date allocated to the IPO Closing Date, applicable Deferred Transfer Jurisdiction in accordance with Section 2.03(c) of this Agreement may by wire transfer in immediately available funds, to an account or accounts designated at least three (3) Business Days prior to the Deferred Closing Date by Purchaser in a written notice to Seller. Any amounts payable in local currency shall be terminated determined by reference to the parties only pursuant applicable spot rate published by Bloomberg (BGN New York) as of 5:00 P.M., New York time, on the date that is three (3) Business Days prior to Section 12.01(b)(ithe Closing Date (and, for clarity, not the date of the Deferred Transfer Closing).
(f) For purposes of Sections 2.01, 2.02, 2.06(a)(i), 2.06(a)(ii), 2.06(a)(iii), 2.06(b)(i), 3.04(c), 6.02, 6.04(a), 6.06, 6.10, 6.14(d), 7.01, 7.02, 8.04 and 8.05, to the extent applicable in connection with any Deferred Asset Jurisdiction, all references to the Closing or the Closing Date in such instances shall be deemed to be references to the applicable Deferred Transfer Closing or date of the applicable Deferred Transfer Closing, respectively.
Appears in 2 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King & SpaldingPBF Energy, 191 Xxxxxxxxx Xxxxxx(i) within two Business Days following the satisfaction or, Xxxxxxxto the extent permitted by applicable Law, Xxxxxxx xx 10:00 a.m.waiver of all conditions to the obligations of the parties set forth in Article VIII (other than such conditions as may, Atlanta time by their terms, only be satisfied at the Closing or on the IPO Pricing Closing Date, ) or (ii) at such later time other place or on such other date as the parties mutually may agree in writing. The day on which the Closing takes place is referred to as the “Closing Date”; provided, however, the Closing shall be deemed to have been consummated at 11:59:59 p.m. (Eastern time) on the IPO Pricing Closing Date as RW shall specify by written notice (the “Effective Time”).
(b) At the Closing, PBF Energy will deliver (or cause to be delivered) the following documents and deliverables to the President Partnership:
(i) an assignment or assignments effecting the transfer to the Partnership of ownership of all of the Company Subject Interests together with certificates, if any, representing the Subject Interests and such other documentation as is reasonably required to transfer the Subject Interests to the Partnership;
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery ii) executed counterparts of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateTransportation Services Agreement, the Certificate Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in each case, executed by each party thereto, other than the Partnership or its applicable Subsidiaries;
(iii) a certification in the form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that PBF Energy is not a foreign person;
(iv) the Cross Receipt executed by PBF Energy; and
(v) such other certificates, instruments of Merger conveyance and documents as may be reasonably requested by the Partnership and agreed to by PBF Energy prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, the Partnership will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement deliver (or cause to be closed delivered) the following documents and deliverables to PBF Energy or completed on or before take the IPO Closing Date, including following actions:
(i) the surrender Cash Distribution to PBF Energy by wire transfer of immediately available U.S. federal funds to an account specified by PBF Energy;
(ii) executed counterparts of the Company Common Stock Transportation Services Agreement, the Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement and the Amended and Restated LLC Agreement, in exchange for each case, executed by the Merger Consideration Partnership or its applicable Affiliates;
(including a certified check or checks in an amount equal iii) the Cross Receipt executed by the Partnership; and
(iv) such other certificates, instruments of conveyance and documents as may be reasonably requested by PBF Energy and agreed to by the Partnership prior to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Contribution Agreement (PBF Holding Co LLC), Contribution Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Cadwalader, Xxxxxxxxxx & SpaldingXxxx LLP, 191 Xxx Xxxxx Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time on 00000, or remotely via the IPO Pricing Dateelectronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place contemporaneous with or immediately following the closing of the Primary Investor Transactions, assuming all of the other conditions set forth in Section 1.1(c) and (d) shall have been satisfied or waived, or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will deliver the Exchange Shares to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) (or if shares of Common Stock are uncertificated, cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor) and (ii) the Investor will deliver the Warrant and the certificate representing the Preferred Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion set forth in Article III of either the Merger or the delivery this Agreement shall be true and correct in all respects as though made on and as of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateDate (other than representations and warranties that by their terms speak as of another date, the Certificate which representations and warranties shall be true and correct in all respects as of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Considerationsuch other date) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).and
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Cadwalader, Xxxxxxxxxx & SpaldingXxxx LLP, 191 Xxx Xxxxx Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 Xxx Xxxx 00000, at 9:00 a.m., Atlanta time EST on the IPO Pricing first business day immediately following the day on which all of the conditions set forth in Sections 1.2(c) and (d) are satisfied or waived (other than those conditions that by their terms must be satisfied on the Closing Date, but subject to the satisfaction or waiver of those conditions), or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date”.
(b) Subject to the President fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the Closing (i) the Company will deliver the Amended Warrant and the Capital Securities to the Investor, as evidenced by one or more certificates dated the Closing Date and registered in the name of the Investor or its designee(s) and (ii) the Investor will deliver the certificate representing the Series C Shares and the original Old Warrant to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) the holders of the Common Stock shall have duly approved, by proxy vote or otherwise, (A) the increase of the number of authorized shares of Common Stock from 100 million to one billion and (B) the issuance of the shares of Common Stock issuable upon conversion of the Capital Securities (the “Underlying Common Shares”) to the Investor upon the conversion of the Capital Securities to shares of Common Stock;
(ii) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all respects as of such other date) and (B) the "Delivery Date"). The actions taken Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Delivery will not include Closing;
(iii) the completion of either the Merger or the delivery Investor shall have received a certificate signed on behalf of the Company Common Stock by a senior executive officer certifying to the effect that the conditions set forth in Section 1.2(d)(ii) have been satisfied;
(iv) the Company shall have duly adopted and filed with the Commonwealth of Virginia the amendment to its articles of incorporation (“Charter”) in substantially the form attached hereto as Annex B (the “New Certificate of Designations”) and such filing shall have been accepted;
(v) the Company shall have executed the Amended Warrant and delivered such executed Amended Warrant to the Investor or its designee(s);
(vi) the Merger Consideration pursuant Company shall have delivered certificates in proper form or, with the prior consent of the Investor, evidence in book-entry form, evidencing the Capital Securities to Section 2.05. On the IPO Investor or its designee(s);
(vii) the Company shall have delivered to the Investor written opinions from counsel to the Company, addressed to the Investor and dated as of the Closing Date, in substantially the Certificate of Merger will be filed form attached hereto as Annex C; and
(viii) (A) the Company shall have effected such changes to its compensation, bonus, incentive and will become effective pursuant other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to Section 2.02, its Senior Executive Officers and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender any other employee of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal its Affiliates subject to the cash portion Section 111 of the Merger Consideration) will be closed Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, or completedotherwise from time to time (“EESA”), as implemented by any guidance, rule or regulation thereunder, as the case same shall be in effect from time to time (collectively, the “Compensation Regulations”) (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers and other employees shall have duly consented in writing to such changes), as may be. During be necessary, during the period in which any obligation of the Company arising from financial assistance under the Delivery Date Troubled Asset Relief Program remains outstanding (such period, as it may be further described in the Compensation Regulations, the “Relevant Period”), in order to comply with Section 111 of EESA or the Compensation Regulations and (B) the Investor shall have received a certificate signed on behalf of the Company by a Senior Executive Officer certifying to the IPO Closing Date, this Agreement may be terminated by effect that the parties only pursuant to condition set forth in Section 12.01(b)(i)1.2(d)(viii)(A) has been satisfied; “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and the Compensation Regulations.
Appears in 2 contracts
Samples: Exchange Agreement (Hampton Roads Bankshares Inc), Exchange Agreement (Hampton Roads Bankshares Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect The consummation of the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at a closing (the “Closing”) to occur at the offices of King Fenwick & SpaldingWest LLP, 191 Xxxxxxxxx XxxxxxMountain View, XxxxxxxCalifornia, Xxxxxxx xx 10:00 a.m.on a date and at a time to be agreed upon by Parent, Atlanta time on Acquisition Sub and the IPO Pricing DateCompany, which date shall be no later than the fifth Business Day after the satisfaction of the last to be satisfied of the conditions set forth in Article VII (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable Law) of such conditions), or at such later other location, date and time as Parent, Acquisition Sub and the Company shall mutually agree upon in writing; provided that if the Marketing Period has not ended at the time of the satisfaction of the last to be satisfied of the conditions set forth in Article VII (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable Law) of those conditions), the Closing shall not occur until the earlier to occur of (a) a date during the Marketing Period specified by Parent on the IPO Pricing Date as RW shall specify by three Business Days’ written notice to the President Company (it being understood that such date may be conditioned upon the simultaneous completion of the Company Financing and, if the Financing is not completed for any reason at such time, such notice shall automatically be deemed withdrawn) and (b) the "Delivery second Business Day following the final day of the Marketing Period or, if the final day of the Marketing Period is within two Business Days prior to the Termination Date", then on the Termination Date (subject in each case to the satisfaction (or waiver, if permitted by applicable Law) of all of the conditions set forth in Article VII for the Closing as of the date determined pursuant to this proviso). The actions taken at date upon which the Delivery will not include Closing shall actually occur pursuant hereto is referred to herein as the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO “Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).”
Appears in 2 contracts
Samples: Merger Agreement (Itron Inc /Wa/), Merger Agreement (Silver Spring Networks Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery “Closing”) will take place at the offices of King Dxxxxx & SpaldingWxxxxxx LLP at Denver, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time Colorado at 9:00 a.m. on the IPO Pricing later of April 30, 2007 or as soon thereafter as reasonably possible following satisfaction of the conditions set forth in Article VIII (the “Closing Date, ”) or at such later time other place and on such other date as may be mutually agreed by the Buyers and the Sellers, in which case Closing Date means the date so agreed. The Closing will be effective as of the close of business on the IPO Pricing Date as RW shall specify by written notice Closing Date.
(b) Subject to the President conditions set forth in this Agreement, on the Closing Date:
(i) the Sellers will deliver to the Buyers:
(A) a certificate of an appropriate officer of each Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied;
(B) an updated version of the Company Disclosure Schedule (the "Delivery Date"“Closing Update”). The actions taken at the Delivery will not include the completion of either the Merger or the delivery , prepared as though this Agreement has been dated as of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, a good faith draft of which will have been submitted to Buyers no later than five Business Days prior to the Certificate Closing Date;
(C) for each Seller, the text of Merger will be filed the resolutions adopted by the board of directors of the Seller (or the management committee in the case of USE/CC) authorizing the execution, delivery and will become effective performance of this Agreement, certified by an appropriate officer of the Seller;
(D) for each of Old Plateau and New Plateau, the text of the resolutions adopted by USE, as sole shareholder, approving the transactions contemplated by this Agreement, certified by an appropriate officer of such Seller;
(E) the text of the resolution adopted by USE and Crested, as the joint venture partners and 100% interest holders, approving the transactions contemplated by this Agreement, certified by an appropriate officer of USE/CC;
(F) bills of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit B, duly executed by each Seller;
(G) special warranty deeds for all of the Fee Property in the form of Exhibit C, duly executed by each Seller;
(H) quitclaim deeds for all of the Unpatented Mining Claims in the form of Exhibit D duly executed by each Seller;
(I) quitclaims for all of the Water Rights in the form of Exhibit E duly executed by each Seller;
(J) assignments of Acquired Assets that are intangible rights and property (including Acquired Contracts and, to the extent assignable, Governmental Authorizations) in the form of Exhibit F, duly executed by each Seller, which assignments shall also contain the Buyers’ assumption of their respective Assumed Liabilities pursuant to Section 2.02Schedule 2.3 (the “Assignment and Assumption Agreement”);
(K) assignments of agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer Parties’ counsel, to assign all of the Sellers’ rights and interests in and to the Software;
(L) a ratification of mining lease and a ratification of surface owner’s agreement, duly executed by Exxxx Xxx and Jxxxxxxx Xxxxxxxx XxXxxxxx, in the forms approved to Buyers;
(M) appropriate instruments of transfer for Acquired Assets subject to certificate of title, duly executed by each Seller;
(N) the Royalty Agreement, duly executed by USE;
(O) any other instruments of transfer reasonably requested by Buyers, duly executed by the Sellers, including, without limitation, counterpart forms of transfer and assignment required by Governmental Entities;
(P) duly executed copies of all agreements, instruments, certificates and other documents necessary or appropriate to release any and all Encumbrances against the Acquired Assets, other than Permitted Encumbrances; and
(Q) a FIRPTA certificate in the form of Exhibit G, duly executed by each Seller, for purposes of satisfying Buyers’ obligations under Treasury Regulations Section 1.1445-2. All actions to be taken in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyers and Buyers’ counsel.
(ii) the Buyers will deliver to the Sellers:
(A) the Purchase Price Shares registered in the name of USE, acting as agent for the Sellers;
(B) payment of the UPC-Related Payment, the Reimbursable Expenses and the Property Acquisition Expenses to USE, acting as agent for the Sellers, by check or wire transfer to the account designated by the USE for such purpose;
(C) for each Buyer Party, the text of the resolutions adopted by the board of directors of Buyer Party authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer Party;
(D) the Royalty Agreement, duly executed by Uranium One Utah;
(E) the Assignment and Assumption Agreement, duly executed by Buyers; and
(F) if not contained in the Assignment and Assumption, assumptions of leases or other appropriate documents for the Acquired Assets under leases, duly executed by each Buyer. All actions to be closed or completed on or before the IPO Closing Date, including the surrender taken in connection with consummation of the Company Common Stock in exchange for transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) transactions contemplated by this Agreement will be closed or completed, as the case may be. During the period from the Delivery Date in form and substance reasonably satisfactory to the IPO Closing Date, this Agreement may be terminated Sellers and Sellers’ counsel.
(c) All items delivered by the parties only pursuant at the Closing will be deemed to Section 12.01(b)(i)have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.
(d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.
(e) The Confidentiality Agreement will terminate effective as of the Closing Date.
(f) Buyer and Seller shall each be responsible for their own sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity in connection with the Closing, and Buyers shall be responsible for all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Crested Corp), Asset Purchase Agreement (Us Energy Corp)
The Closing. On (a) The Company agrees to sell to each Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or before made pursuant hereto, each Purchaser agrees to purchase from the IPO Pricing DateCompany, the parties number of Preferred Shares and Warrants set forth opposite such Purchaser's name on Schedule A hereto will take all actions necessary to for the aggregate purchase price set forth opposite such Purchaser's name on Schedule A hereto (i) effect the Merger (including, as permitted by "Purchase Price"). No further payment shall be required from the Applicable Corporate Code, (A) Purchasers for the execution of a Certificate of MergerPreferred Shares and the Warrants.
(1b) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify Preferred Shares and the existence and ownership of the certificates evidencing the Company Common Stock Warrants to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned purchased by the provisions of this Article VII Purchasers (all those actions collectively being the "DeliveryClosing"). The Delivery ) will take place at the offices of King Morgxx, Xxxxx & SpaldingXockxxx XXX, 191 Xxxxxxxxx 101 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx xx 10:00 a.m.A.M., Atlanta New York City time, on October 4, 1996 or such other time and date as shall be mutually agreed to by the Company and the Purchasers. Such time and date are herein referred to as the "Closing Date".
(c) At the Closing (i) the Company will deliver to each Purchaser (A) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the number of Preferred Shares set forth opposite such Purchaser's name on Schedule A hereto and (B) a certificate registered in such Purchaser's name (or in any such other name as such Purchaser may request) evidencing the IPO Pricing Datenumber of Warrants set forth opposite such Purchaser's name on Schedule A hereto, or at such later time on the IPO Pricing Date as RW shall specify by written notice and (ii) upon each Purchaser's receipt thereof, each Purchaser will deliver to the President Company by wire transfer of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger federal or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in other immediately available funds an aggregate amount equal to its respective Purchase Price.
(d) The Preferred Shares and the cash portion Warrants are being sold to the Purchasers pursuant to this Purchase Agreement. The sale of Preferred Shares and Warrants to each Purchaser under the Purchase Agreement is a separate sale. No Purchaser is an indispensable party or must otherwise be joined in any action by any and/or all of the Merger Consideration) will be closed Purchasers seeking enforcement against the Company of any covenants or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)obligations hereunder.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Reliance Financial Services Corp), Securities Purchase Agreement (Swiss Reinsurance America Corp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII Agreement (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King & SpaldingAkerman LLP in Fort Lauderdale, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing DateFlorida, or such other location as may be mutually agreed upon by the Parties, commencing at such later time on 9:00 a.m. Prevailing Eastern Time within three business days following the IPO Pricing Date as RW shall specify by written notice satisfaction or waiver of all conditions to the President obligations of the Company Parties to consummate the transactions contemplated hereby (the "Delivery Closing Date"). The actions taken at .
(b) At the Delivery will not include Closing, the completion Seller shall deliver or cause to be delivered to Buyer:
(i) the various certificates, instruments and documents referred to in Section 5.1; {27506716;8} ActiveUS 118074924v.10
(ii) (A) a xxxx of either sale in the Merger or form attached hereto as Exhibit B, and (B) such other instruments of conveyance as the delivery Buyer may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyer of good title to the Acquired Assets;
(iii) a certified copy of the Company Common Stock Approval Order (as defined in Section 4.3(a)), substantially in the form attached hereto as Exhibit C, with only such modifications thereto as Buyer and Seller may accept;
(iv) Intellectual Property assignments (which assignments shall be prepared, at Buyer's expense, by Buyer or its counsel with full cooperation of Seller and its counsel), duly executed by the Merger Consideration pursuant Seller and/or, if applicable, any party to Section 2.05. On which a security interest was granted or assignment made with respect to the IPO Closing Dateforegoing, providing for the Certificate assignment and transfer to the Buyer of Merger will be filed all of such entity's right, title and will become effective pursuant interest in and to Section 2.02all patents, copyrights, trademarks, service marks, service names, trade names or any applications therefor and any other Intellectual Property, including trademark assignments in the forms attached hereto as Exhibit D-1 and Exhibit D-2, and any and all files, applications, assignments or other documents relating to the prosecution or maintenance of any such Intellectual Property;
(v) all of the Acquired Assets of a tangible nature;
(vi) access to the leased real property site of the Seller located in Boca Raton, Florida;
(vii) a list of all security codes, passwords and log-ins used by each Seller’s system administrators to access any and all computer hardware and software, electronic networks, databases, and all other information technology systems, equipment, networks and devices;
(viii) a signature page to the Escrow Agreement; and
(ix) cross-receipts and such other instruments, documents or agreements, in form and substance reasonably acceptable to the Buyer, as may be necessary or reasonably requested by Buyer to effect and evidence the transactions contemplated by this Agreement Agreement.
(c) At the Closing, Buyer shall deliver or cause to be closed delivered to Seller:
(i) the various certificates, instruments and documents referred to in Section 5.2;
(ii) the Cash Purchase Price provided for in Section 1.3(a), in immediately available funds by wire transfer to an account or completed on or before accounts to be designated by Seller; {27506716;8} ActiveUS 118074924v.10
(iii) an instrument of assumption in the IPO Closing Date, including form attached hereto as Exhibit E and such other instruments as the surrender Seller may reasonably request in order to effect the assumption by the Buyer of the Company Common Stock in exchange for the Merger Consideration Assumed Liabilities;
(including iv) a certified check or checks in an amount equal signature page to the cash portion of Escrow Agreement; and
(v) cross-receipts and such other instruments, documents or agreements, in form and substance reasonably acceptable to the Merger Consideration) will be closed or completedSeller, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated necessary or reasonably requested by Seller to effect and evidence the parties only pursuant to Section 12.01(b)(i)transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Transunion Corp.), Asset Purchase Agreement (TransUnion Holding Company, Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO Preferred Exchange (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King Manatt, Xxxxxx & SpaldingXxxxxxxx, 191 Xxxxxxxxx XxxxxxLLP, 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxx xx 10:00 a.m.Xxxxxxxxxx 00000, Atlanta time or remotely via the electronic or other exchange of documents and signature pages, as the parties may agree. The Closing shall take place on December 31, 2014; provided that the IPO Pricing Dateconditions set forth in Sections 1.1(c) and (d) shall have been satisfied or waived, or at such later other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the IPO Pricing Date Closing occurs is referred to in this Agreement as RW shall specify by written notice the “Closing Date.”
(b) Subject to the President fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) the Company will cause the transfer agent for the Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (ii) the Investor will deliver the certificate(s) representing the Preferred Shares marked cancelled to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Preferred Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Preferred Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Preferred Exchange as contemplated by this Agreement, and (iii) the Investor shall have received a non-control determination with respect to the Company from the Board of Governors of the Federal Reserve System (or the Federal Reserve Bank of San Francisco) and the California Department of Business Oversight, Division of Financial Institutions, and the Investor shall provide written evidence of the same to the Company on or prior to the Closing.
(d) The obligation of the Investor to consummate the Preferred Exchange is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the representations and warranties of the Company set forth in Article III of this Agreement shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the "Delivery Date"). The actions taken Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Delivery will not include Closing;
(ii) the completion of either the Merger or the delivery Investor shall have received a certificate signed on behalf of the Company Common Stock or by an executive officer certifying to the Merger Consideration pursuant to effect that the conditions set forth in Section 2.05. On 1.1(d)(i) have been satisfied;
(iii) the IPO Closing DateCompany shall have delivered evidence in book-entry form, evidencing the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender issuance of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal Exchange Shares to the cash portion Investor; and
(iv) the Exchange Shares shall have been authorized for listing on The NASDAQ Capital Market (“NASDAQ”), subject to official notice of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)issuance.
Appears in 2 contracts
Samples: Exchange Agreement (Heritage Oaks Bancorp), Exchange Agreement (Heritage Oaks Bancorp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxx & SpaldingXxxxxx L.L.P., 191 Xxxxxxxxx 0000 Xxxxxx, XxxxxxxHouston, Xxxxxxx xx 10:00 a.m.Texas 77002, Atlanta commencing at 9:00 a.m. local time on the IPO Pricing later of (i) November 5, 2010 or (ii) the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as Buyer and Seller may mutually determine (the “Closing Date”). Notwithstanding the foregoing, or at such later time on the IPO Pricing Date as RW shall specify Buyer may, by delivery of written notice to Seller no less than six (6) Business Days prior to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO anticipated Closing Date, amend the Certificate previous sentence by replacing the reference to “November 5, 2010” with “November 15, 2010” so long as such extension applies to the closing under this Agreement and the closing under the ARMC Purchase Agreement.
(b) At the Closing, Seller will deliver the following documents and deliverables to Buyer:
(i) an Assignment Agreement executed by Seller, transferring to Buyer the ARMC Centrahoma Interest, in the form attached hereto as Exhibit K (the “Assignment Agreement”);
(ii) all membership certificates (if any) evidencing the ARMC Centrahoma Interest, books, membership interest transfer ledgers, minute books and the seal of Merger will be filed Centrahoma JV, if any;
(iii) duly executed deed conveying all of Seller’s right title and will become effective pursuant to Section 2.02interest in the Tupelo Property, in the form attached hereto as Exhibit L;
(iv) duly executed counterparts of the Assignment of MarkWest Tupelo Agreement, executed by Seller;
(v) certified resolutions of the applicable directors and all equityholders of Seller required for approval of the transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender Agreement;
(vi) certified resolutions of the Company Common Stock applicable managers of Parent required for approval of the transactions contemplated by this Agreement;
(vii) either (A) executed payoff letters or (B) releases reasonably satisfactory to Buyer to evidence the release of all Liens upon any of the ARMC Centrahoma Interest and executed copies of UCC-3 termination statements for any such Liens that have been released, as may be reasonably requested by Buyer;
(viii) a certification in exchange for the Merger Consideration form prescribed by Treasury Regulation Section 1.1445-2(b)(2) to the effect that Seller is not a foreign person;
(including ix) certificate of good standing and existence as of a certified check or checks in an recent date with respect to Centrahoma JV;
(x) resignation letters of each of the officers, directors and managers of Centrahoma JV (to the extent appointed by Seller), as set forth on Schedule 2.3;
(xi) certificates required by Article IX; and
(xii) such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Seller prior to the Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, Buyer will deliver the following documents and deliverables to Seller:
(i) a cash amount equal to the cash portion Purchase Price by wire transfer of immediately available funds to the accounts specified in the Funds Flow Statement;
(ii) certified resolutions of the Merger Considerationapplicable managers and members of Buyer required for approval of the transactions contemplated by this Agreement; and
(iii) will such other certificates, instruments, and documents as may be closed or completed, as reasonably requested by Seller and agreed to by Buyer prior to the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Antero Resources LLC), Purchase and Sale Agreement (Antero Resources Finance Corp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Holland & SpaldingKnight LLP (“H&K”) in Dallas, 191 Xxxxxxxxx XxxxxxTexas, Xxxxxxxat 10:00 a.m. on March 31, Xxxxxxx xx 10:00 a.m.2014 or the first (1st) Business Day following March 31, Atlanta time on 2014 and full satisfaction or due waiver of all of the IPO Pricing Dateclosing conditions set forth in ARTICLE 9 hereof (other than those to be satisfied at the Closing, or at such later time on the IPO Pricing Date as RW shall specify by written notice but subject to the President satisfaction thereof) or on such other date as is mutually agreeable to the Buyer and Seller Representative; provided, however, that the Closing need not be in person. The date of the Closing is referred to herein as the “Closing Date.”
(b) Upon the terms and subject to the conditions set forth in this Agreement, the parties hereto shall consummate the following transactions as of the Closing:
(i) the Sellers shall deliver to the Buyer certificates representing the Shares, and stock powers, executed in blank, transferring the Shares to the Buyer;
(ii) the Buyer shall deliver to the Seller Representative, on behalf of the Sellers, by wire transfer of immediately available funds to the account(s) and in the amounts designated by the Seller Representative, the Estimated Purchase Price less the Escrow Amount;
(iii) the Buyer shall deliver to Xxxxx Fargo Bank, National Association (the “Escrow Agent”), the Escrow Amount by wire transfer of immediately available funds to the accounts designated therefor in the Escrow Agreement, substantially in the form attached hereto as Exhibit C (the “Escrow Agreement”);
(iv) the Buyer shall pay on behalf of the Company (or cause the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery Company to repay, all Funded Indebtedness of the Company Common Stock or in accordance with the Merger Consideration pursuant to Section 2.05. On terms thereof; and
(v) the IPO Closing DateBuyer, the Certificate of Merger will be filed Company and will become effective pursuant to Section 2.02, the Sellers shall make such other deliveries as are required by and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)accordance with ARTICLE 9 hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Calumet Specialty Products Partners, L.P.)
The Closing. On (a) The closing of the purchase and sale of all the Sale Securities and the transactions contemplated hereby (the “Closing”) shall take place remotely via the exchange of documents and signatures on a date to be specified by the Parties in writing, which shall be no later than the fifteenth (15th) Business Day after the satisfaction or before waiver of the IPO Pricing last of the conditions set forth under Section 4 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or such other date as may be agreed by all the Parties. The date on which the Closing actually takes place is referred to in this Agreement as the “Closing Date, ”.
(b) At the parties hereto will take all actions necessary to Closing:
(i) effect the Merger (includingSeller shall, as permitted by subject to the Applicable Corporate Codesatisfaction of the Purchaser’s obligations under Section 1.2(b)(ii), deliver, or cause to be delivered, to the Purchaser:
(A) the execution of a Certificate of Merger
(1) meeting the requirements certified true copy of the Applicable Corporate Code and (2) providing that register of members of the Merger will become effective on Issuer, dated as of the IPO Closing Date and duly certified by the registered office provider of the Issuer, evidencing the ownership by the Purchaser of the Sale Securities as of the Closing Date;
(B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State copy of the State of Indianashare certificate(s) upon notification in the name of the closing Purchaser, dated as of the IPO Closing Date and duly executed on behalf of the Issuer, evidencing the ownership by the Purchaser of the Sale Securities as of the Closing Date (each, a “Share Certificate”); provided that Comsxxxx'x Xxxtificate of Merger the Seller shall deliver, or cause to be filed immediately prior delivered, the original Share Certificate with respect to the closing Sale Securities to the Purchaser within ten (10) Business Days of the IPO)Closing Date; and
(C) a copy of the share transfer form, duly executed by the Seller, in respect of the transfer of the Sale Securities, substantially in the form attached hereto as Schedule B.
(ii) verify the existence and ownership of the certificates evidencing the Company Common Stock Purchaser shall deliver, or cause to be exchanged for delivered, to the Merger Consideration pursuant to Section 2.05 and Seller:
(iiiA) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned without any set-off, counterclaim, retention, withholding or deduction, immediately available funds by wire transfer into an account designated by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in Seller an amount equal to (1) the cash portion Purchase Price, minus (2) the amount set forth under the column entitled “Holdback Amount” on Schedule A hereto (the “Holdback Amount”); and
(B) a copy of the Merger Considerationshare transfer form, duly executed by the Purchaser, in respect of the transfer of the Sale Securities, substantially in the form attached hereto as Schedule B.
(c) Unless otherwise agreed by the Seller and the Purchaser, (i) all actions at Closing are inter-dependent and will be closed deemed to take place simultaneously and no delivery or completed, as the case may be. During the period from the Delivery Date payment will be deemed to the IPO Closing Date, have been made until all deliveries and payments under this Agreement may due to be terminated by made at Closing have been made, and (ii) the parties only pursuant Purchaser shall not be obliged to Section 12.01(b)(i)proceed to Closing unless the purchase of all the Sale Securities is completed simultaneously.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Centurium Capital Partners 2018, L.P.), Securities Purchase Agreement (Centurium Capital Partners 2018, L.P.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the 2.1. The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by under this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at 10:00 a.m. at the offices main office of King & SpaldingIssuer, 191 Xxxxxxxxx 000 Xxxxxxxxxx Xxxxxx, XxxxxxxNarberth, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing DatePennsylvania, or at such later time other place as the parties shall agree in writing, on the IPO Pricing Date as RW shall specify by written notice date following the sixth (6th) trading day after the satisfaction or waiver (subject to the President applicable law) of the Company latest to occur of the conditions set forth in Sections 10, 11 and 12 (the "Delivery Date"). The actions taken other than those conditions that by their nature are to be satisfied or waived at the Delivery will not include Closing) and the completion of either the Merger Rights Offering and the Private Placement or such other date mutually agreed upon by the delivery parties (the “Closing Date”).
2.2. Immediately prior to the Closing (and as a condition of Investor’s obligations to purchase the Company Shares and otherwise perform its obligations under this Agreement), Issuer shall deliver to Investor a certificate executed by its Chief Executive Officer certifying that (a) as of such date, to his knowledge, the representations and warranties of Issuer set forth herein are accurate and complete in all material respects and (b) that there has not been since the execution of this Agreement any material adverse change to Issuer’s business.
2.3. Immediately prior to the Closing (and as a condition of Issuer’s obligations to deliver the Shares and otherwise perform its obligations under this Agreement), Investor shall deliver to Issuer a certificate executed by its President and Chief Investment Officer certifying to Investor that as of such date, to his or her knowledge, the representations and warranties of Investor set forth herein are accurate and complete in all material respects.
2.4. At the Closing, subject to the terms and conditions hereof, Issuer shall issue the Shares to Investor and deliver to Investor a certificate representing the Shares, duly registered in the name of Investor, as specified on the signature page hereto. In lieu of delivering physical certificates representing the Shares issuable in accordance with the previous sentence, and provided that Issuer’s transfer agent for the Issuer Common Stock or (the Merger Consideration pursuant “Transfer Agent”) then is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of Investor, but subject to Section 2.05. On the IPO applicable provisions of Sections 7 and 8 hereof, Issuer shall use its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, on the Closing Date, the Certificate Shares by crediting the account of Merger will be filed and will become effective pursuant to Section 2.02Investor’s accounts specified by the Investor with DTC through its Deposit Withdrawal Agent Commission system, and all transactions contemplated by this Agreement provide proof satisfactory to be closed or completed on or before Investor of such delivery.
2.5. At the IPO Closing DateClosing, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal subject to the cash portion terms and conditions hereof, Investor shall deliver to Issuer the Purchase Price by wire transfer of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date immediately available funds to the IPO Closing Date, this Agreement may be terminated an account designated by the parties only pursuant to Section 12.01(b)(i)Issuer.
Appears in 2 contracts
Samples: Investment Agreement (Royal Bancshares of Pennsylvania Inc), Investment Agreement (Royal Bancshares of Pennsylvania Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements The completion of the Applicable Corporate Code purchase and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State sale of the State Shares (the “Closing”), shall occur at the offices of IndianaXxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on a date (the “Closing Date”) upon notification of concurrent with the closing of the IPO (Acquisition, provided that Comsxxxx'x Xxxtificate the Company shall have given the Purchaser five (5) Business Days prior notice of Merger such designated Closing Date. At the Closing, the Escrow Agent, on behalf of the Purchaser, shall deliver, in immediately available funds, the full amount of the purchase price for the Shares being purchased hereunder by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth on the signature page hereto and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(2) thereof and Rule 506 promulgated thereunder. The Company will promptly substitute one or more replacement certificates without the legend at such time as the Registration Statement (as defined below) becomes effective; it being understood that Company’s counsel and its transfer agent may request customary representations from the holder in order to effect the same. The name(s) in which the stock certificate(s) are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company’s obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be filed immediately subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds from the Escrow Agent in the full amount of the purchase price of the Shares being purchased hereunder; (b) the accuracy of the representations and warranties made by the Purchasers as of the Closing Date; and (c) the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) each of the representations and warranties of the Company made herein shall be accurate as of the date of this Agreement; (b) the delivery to the Purchaser by each of the U.S. and Spanish counsels to the Company of a legal opinion in a form reasonably satisfactory to counsel to the Agents; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein were true and correct as of the Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) each of the Company, the Purchaser and the Escrow Agent shall have executed that certain Escrow Agreement in substantially the form attached hereto as Exhibit B and (e) the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing. The Purchaser’s obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company pursuant to the respective Agreements to which they are parties. The Company’s and the Purchaser’s obligations hereunder are conditioned on (a) (i) shareholder approval of the issuance and sale of the Shares, and (ii) the valid waiver of the shareholders’ preemptive right to subscribe for the Shares in accordance with the provisions of the Spanish “Ley de Sociedades Anonimas — Real Decreto 1564/1989 (the “Spanish Corporation Law”) (clauses (i) and (ii) together, the “Shareholder Approval”), and (b) the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Acquisition.
Appears in 2 contracts
Samples: Purchase Agreement (Telvent Git S A), Purchase Agreement (Abengoa Sa)
The Closing. On (a) The consummation of the transactions contemplated hereby (the "Closing") shall occur at the offices of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, counsel to the Company, at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 a.m. local time on the date the conditions to the Closing set forth in Sections 5(c), (d) and (e) are satisfied or before the IPO Pricing Date, waived or such other time and date as may be agreed by the parties hereto will take all actions necessary (the "Closing Date").
(b) At the Closing, each of the Investors shall direct in writing the Property Trustee, as its agent, to (i) effect instruct The Depository Trust Company ("DTC") to reduce the Merger (including, as permitted amount of outstanding Preferred Securities electronically registered with DTC by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements amount of the Applicable Corporate Code Exchanged Preferred (the "DTC Reduction"), and (2) providing that to modify the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State terms of the State of Indiana) upon notification Remaining Preferred Securities registered electronically with DTC to reflect the terms of the closing of Revised Certificate representing the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior Remaining Preferred Securities issued pursuant to the closing of the IPO), Section 3(b) hereof; and (ii) verify surrender to the existence Trust the certificates representing the Exchanged Preferred, on behalf of each such Investor, duly endorsed or assigned in blank; and ownership each Investor shall deliver to the Property Trustee an assignment of its PIK Distribution; and immediately thereafter, the Property Trustee will (and will be directed by the Investors to) surrender the Exchanged Debentures and assign the PIK Interest, on behalf of the certificates evidencing Trust and each Investor, to the Company; and upon receipt by the Company of such Exchanged Debentures and the PIK Interest, the Company shall authorize its transfer agent to issue to each Investor one or more stock certificates (the "Stock Certificates") registered in the name of such Investor or its custodial designee representing the number of shares of Common Stock to be exchanged for the Merger Consideration pursuant issued to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations such Investor upon consummation of the parties to effect the Merger Preferred Securities Exchange and the other transactions contemplated hereby are conditioned by PIK Exchange with fractional shares from each of the provisions of this Article VII Preferred Securities Exchange and the PIK Exchange combined and rounded to the nearest whole share (all those actions collectively being the "Delivery"as set forth opposite such Investor's name on Schedule A). The Delivery will take place at Immediately following the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President consummation of the Company (Preferred Securities Exchange and the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing DatePIK Exchange, the Certificate of Merger will be filed Trust and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completedCompany, as the case may be. During , will issue the period from Revised Certificate as contemplated by Section 3(b) hereof.
(c) The respective obligations of the Delivery Date Company, the Trust and the Investors to complete the transaction contemplated hereby at the Closing shall be subject to the IPO satisfaction of the following conditions:
(i) the consummation of the Exchange and the execution of the Amendments shall be approved and duly authorized by the Company's Board of Directors (the "Board");
(ii) the concurrent consummation of the amendment of the Credit Facility in accordance with the Twelfth Amendment to the Fourth Amended and Restated Credit Facilities Agreement substantially in the form attached hereto as Exhibit D (the "Amended Loan Agreement");
(iii) the concurrent consummation of the sale and purchase of shares of Common Stock pursuant to the Share Purchase Agreement substantially in the form attached hereto as Exhibit E (the "Share Purchase Agreement"); and
(iv) the issuance of the TIDES Equity shall have been approved by the requisite vote of the Company's stockholders entitled to vote thereon.
(d) The Company's and the Trust's obligation to complete the Exchange and to execute the Amendments at the Closing shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by the Company and the Trust:
(i) receipt by the Trust of the certificate(s) representing the Exchanged Preferred and evidence of the DTC Reduction and the receipt by the Company of the Exchanged Debentures;
(ii) receipt by the Trust of any instrument of assignment that may be necessary to assign and transfer the PIK Distribution to the Trust and the PIK Interest to the Company;
(iii) the accuracy in all material respects of the representations and warranties made by the Investors herein as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the fulfillment in all material respects of those undertakings of the Investors herein to be fulfilled on or before the Closing;
(iv) As contemplated by Section 5(b), the Investors shall have delivered to the Property Trustee the letter or other written instrument instructing DTC to take the requisite actions to effect the transactions contemplated hereby, substantially in the form attached hereto as Exhibit F;
(v) the Investors shall have taken all actions reasonably necessary to effect the execution of the Amendments; and
(vi) Completion and delivery by the Investors to the Company of the questionnaires referred to in Section 7(e) below.
(e) The Investors' obligations to complete the Exchange and to direct the Trustees to execute the Amendments shall be subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by an Investor with respect to such Investor's obligation:
(i) the representations and warranties made by the Company and the Trust in this Agreement shall be accurate in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and the undertakings of the Company and the Trustees hereby shall have been fulfilled in all material respects on or before the Closing;
(ii) the Company shall have delivered to the Investors a certificate executed by the President and the Chief Financial or Accounting Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Investors, to the effect that the representations and warranties of the Company and the Trust set forth in Section 6 hereof are true and correct in all material respects as of the date of this Agreement may and as of the Closing Date as though made on and as of such date (except for representations and warranties that speak as of a specific date) and that the Company and the Trust have each complied in all material respects with all the agreements and satisfied all the conditions in this Agreement on its part to be terminated by performed or satisfied on or before the parties only Closing Date;
(iii) the Debenture Trustee shall have obtained an opinion of tax counsel to the effect that for United States federal income tax purposes the Trust will not be classified as other than a grantor trust on account of the execution of the First Supplemental Indenture to the Indenture in substantially the form attached hereto as Exhibit G;
(iv) the Company shall have delivered to the Investors (A) a legal opinion of its General Counsel in substantially the form attached hereto as Exhibit H; (B) a legal opinion of Xxxxxx Xxxxxx Xxxxx Xxxxxxxx in substantially the form attached hereto as Exhibit I; and (C) a legal opinion of Morris, Nichols, Arsht and Xxxxxxx, as special Delaware counsel to the Trust, in substantially the form attached hereto as Exhibit J;
(v) the Company shall have, prior to the Closing, filed with the Nasdaq National Market a Nasdaq Notification for the Listing of Additional Shares covering the shares of TIDES Equity;
(vi) the Company shall have tendered delivery of the shares of TIDES Equity being issued to the Investors pursuant to this Agreement, including without limitation, by having delivered an irrevocable letter (in form and substance satisfactory to the Investors and their counsel) to its transfer agent directing the transfer agent to deliver such shares of TIDES Equity to the Investors at Closing; and
(vii) the Company shall have paid the reasonable fees and disbursements of special counsel for the Investors referred to in Section 12.01(b)(i)8(f) to the extent reflected in a statement of such counsel rendered to the Company at the Closing, a good faith estimate of which statement shall be rendered to the Company at least two business days before the Closing Date.
Appears in 2 contracts
Samples: Exchange Agreement (Dt Industries Inc), Exchange Agreement (Dt Industries Inc)
The Closing. On or before (a) The closing of the IPO Pricing DateExchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the parties hereto will may agree. The Closing shall take all actions necessary place on the date hereof; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) effect the Merger Company will or will cause the transfer agent for the Series A Preferred Shares (includingas applicable) to register the Series A Preferred Shares in the name of the Investor and deliver or cause to be delivered reasonably satisfactory evidence of such registration to the Investor and (ii) the Investor will deliver the certificate(s) or book-entry shares representing the Exchanged Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as permitted applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement.
(d) The obligation of the Investor to consummate the Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate Code, Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article IV of this Agreement shall be true and (2) providing that correct in all material respects as though made on and as of the Merger will become effective on date of this Agreement and as of the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Company shall have performed in all material respects all obligations required to be filed immediately performed by it under this Agreement at or prior to the closing of the IPO), Closing;
(ii) verify the existence and ownership Investor shall have received a certificate signed on behalf of the certificates evidencing Company by an executive officer certifying to the Company Common Stock to be exchanged for effect that the Merger Consideration pursuant to conditions set forth in Section 2.05 and 1.1(d)(i) have been satisfied; and
(iii) satisfy the document delivery requirements to which Company shall have delivered evidence in book-entry form, evidencing the obligations issuance of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice Series A Preferred Shares to the President Investor.
(e) The obligation of the Company (to consummate the "Delivery Date"). The actions taken Exchange is also subject to the satisfaction or waiver, at or prior to the Delivery will not include the completion of either the Merger or the delivery Closing, of the Company Common Stock or following conditions:
(i) (A) the Merger Consideration pursuant to Section 2.05. On representations and warranties of the IPO Closing Date, the Certificate Investor set forth in Article V of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the Investor shall have performed in all material respects all obligations required to be closed performed by it under this Agreement at or completed prior to the Closing; and
(ii) the Company shall have received a certificate signed on or before the IPO Closing Date, including the surrender behalf of the Company Common Stock in exchange for the Merger Consideration (including a certified check Investor by an executive officer or checks in an amount equal principal certifying to the cash portion of effect that the Merger Considerationconditions set forth in Section 1.1(e)(i) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been satisfied.
Appears in 2 contracts
Samples: Exchange Agreement (Hanover Bancorp, Inc. /NY), Exchange Agreement (Hanover Bancorp, Inc. /NY)
The Closing. On or before (a) Subject to the IPO Pricing Dateterms and conditions of this Agreement, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO Acquisition (provided that Comsxxxx'x Xxxtificate of Merger the “Closing”) shall be filed immediately prior to take place on the closing first Business Day of the IPOcalendar month following the calendar month in which the last of the conditions set forth in Article VII is satisfied or waived (other than conditions that relate to actions to be taken, or documents to be delivered, at the Closing), (ii) verify unless another date is agreed to in writing by the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to parties. The day on which the obligations of Closing occurs is referred to as the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery")“Closing Date”. The Delivery will Closing shall take place at the offices of King & Spaldingthe Company, 191 Xxxxxxxxx Xxxxxx0000 Xxxx 00xx Xxxxx, XxxxxxxXxxxx 000, Xxxxxxx xx 10:00 a.m.Xxxxx, Atlanta time Xxxxxxxx 00000, unless another place is agreed to in writing by the parties.
(b) At the Closing:
(i) The Company shall deliver to Buyer:
(A) payoff letters for each of the items set forth on Schedule 3.3(b)(i)(A), if any, in form reasonably acceptable to Buyer (the IPO Pricing Date, “Payoff Letters”);
(B) the certificates contemplated by Section 7.2(a) and (b);
(C) all invoices or at such later time on other supporting documentation evidencing the IPO Pricing Date as RW shall specify Unpaid Transaction Expenses;
(D) the Payments Agreement duly executed by written notice to the President Shareholders’ Representatives and the Payments Administrator;
(E) resignations of each of the directors and officers of the Company and each Subsidiary specified by Xxxxx in writing at least five (the "Delivery Date"). The actions taken 5) Business Days prior to Closing, in each case effective at the Delivery will not include Effective Time;
(F) evidence of the completion conversion of either each outstanding share of Company Class B Common Stock into shares of Company Class A Common Stock in accordance with the Merger or Company Charter;
(G) a legal opinion of Xxxxx & Xxxxxx, P.C., in form and substance satisfactory to the delivery Buyer;
(H) a legal opinion of the General Counsel of the Company Common Stock or in form and substance satisfactory to the Merger Consideration Buyer;
(I) the New Employment Agreements, duly executed by each employee set forth on Schedule 3.3(b)(i)(I);
(J) a Release and Waiver of Claims, duly executed by the Company and each employee set forth on Schedule 3.3(b)(i)(I), except for Xxxxxxx XxXxxxxx;
(K) the Investment Management Agreement, duly executed by XXXX; and
(L) copies of all consents from Optimum Re Insurance Company under the Contracts required to be disclosed pursuant to Section 2.05. On 4.3(b)(ii), which consents shall be in full force and effect as of the IPO Closing Date.
(ii) Buyer or its Affiliates shall:
(A) pay to the Payments Administrator, the Certificate of Merger will be filed and will become effective pursuant for payment to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for Shareholders, by a single wire transfer of immediately available funds an amount equal to (a) the Merger Consideration Estimated Acquisition Consideration, minus (including a certified check or checks in b) an amount equal to the cash aggregate amount of the Applicable Per Share Closing Amount payable in respect of the Dissenting Shares (as reduced in accordance with Section 3.4(c)), which amount described in subclause (b) shall be held in constructive trust by Buyer for the benefit of the Company and used, as necessary, to satisfy Dissenting Shareholder Obligations, provided that, if a Company Shareholder holding any such Dissenting Shares shall fail to perfect its Dissenters’ Rights or waives or loses such rights, then Buyer shall promptly remit, or cause to be remitted, the portion of such amount relating to such Company Shareholder to the Payments Administrator in satisfaction of such payment;
(B) deliver to the Company the certificates contemplated by Section 7.3(a) and (b), duly executed by Xxxxx;
(C) deliver to the Company the Payments Agreement, duly executed by Xxxxx;
(D) deliver to the parties identified on the invoices delivered in connection with Section 3.3(b)(i)(C), an amount equal to the portion of the Merger ConsiderationUnpaid Transaction Expenses to be paid to such party at the Closing;
(E) will be closed or completed, as the case may be. During the period from the Delivery Date deliver to the IPO Closing DateCompany the Investment Management Agreement, this Agreement may be terminated duly executed by the parties only pursuant to Section 12.01(b)(i)777 Asset Management LLC.
Appears in 2 contracts
Samples: Share Acquisition Agreement (First Trinity Financial CORP), Share Acquisition Agreement (First Trinity Financial CORP)
The Closing. On or before (a) The closing (the IPO Pricing Date“Closing”) of the purchase and sale of the Acquired Assets and assumption of the Assumed Liabilities hereunder (collectively, the parties hereto will take all actions necessary to (i“Purchase and Assumption”) effect the Merger (includingshall, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant subject to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will 10.5, take place at the offices of King Xxxxxxx Xxxxxxx & SpaldingXxxxxxxx LLP, 191 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx Xxx Xxxx, xx 10:00 a.m.the second Business Day after the last of the conditions set forth in Sections 7.1, Atlanta 7.2 and 7.3 (other than conditions relating solely to the delivery of documents to be dated the Closing Date) has been satisfied or waived in accordance with the terms of this Agreement or at such other date or location as the parties hereto jointly designate in writing (the “Closing Date”).
(b) At the Closing, the Purchaser and Purchaser Parent shall, and the Parent shall and shall cause the Sellers and the Trustee to, deliver or cause to be delivered to each other instruments of sale, assignment, transfer, amendment and conveyance of the Acquired Assets and the Assumed Liabilities, respectively, in substantially the forms set forth in Annexes C and D, as appropriate, appropriately executed by the Sellers, the Trustee, the Purchaser and the Purchaser Parent.
(c) At the Closing, the Purchaser shall pay the Estimated Purchase Price by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 a.m. Eastern time on the IPO Pricing Closing Date to an account or accounts specified by the Parent at least one Business Day prior to the Closing Date.
(d) In the event that the Closing occurs after the Merger Closing, or at such later the Purchaser shall pay the Estimated Purchase Price by wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 am Eastern time on the IPO Pricing Closing Date as RW shall specify by written notice to the President Escrow Agent. Upon receipt by the Escrow Agent of a certificate from the Company Parent to the effect that the Estimated Purchase Price, together with any additional funds made available by the Parent or its Affiliates at Closing, is sufficient to cause Sections 7.2(f) and (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement g) to be closed satisfied upon release of all or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date Estimated Purchase Price to the IPO Closing Date, this Agreement may be terminated Parent or a third party designated by the parties only pursuant Parent, including to Section 12.01(b)(i)any lender or agent acting on behalf of the lenders under the terms of any Merger Financing Arrangement, the Escrow Agent shall release the Estimated Purchase Price to the Parent and/or such third party designated by the Parent.
Appears in 2 contracts
Samples: Purchase, Sale and Servicing Transfer Agreement (Neiman Marcus, Inc.), Purchase, Sale and Servicing Transfer Agreement (Neiman Marcus Group Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King & Spaldingthe Deposit Escrow Agent located at 00 X. XxXxxxx Street, 191 Xxxxxxxxx XxxxxxSuite 2200, XxxxxxxChicago IL 60602, Xxxxxxx xx 10:00 a.m.on November 17, Atlanta time 2014, so long as all of the conditions to the obligations of the Parties to consummate the Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Closing itself or which, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing); provided that if all conditions to the obligations of the Parties to consummate the Closing as set forth in Article VII (other than conditions with respect to actions the Parties shall take at the Closing itself or which, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction of such conditions at the Closing) are satisfied or waived prior to November 17, 2014, then the Parties may consummate the Closing prior to November 17, 2014 if they mutually agree on a date on which to consummate the Closing (and in the absence of such mutual agreement, the Closing shall be consummated on November 17, 2014); provided further that if the conditions to the obligations of the Parties to consummate the Closing as set forth in Article VII have not been satisfied or waived as of November 17, 2014, the Closing shall take place on the IPO Pricing Datethird Business Day following the satisfaction or waiver of all such conditions (other than conditions with respect to actions the Parties shall take at the Closing itself or which, or at such later time on by their nature, cannot be satisfied until the IPO Pricing Date as RW shall specify by written notice Closing, but subject to the President satisfaction of such conditions at the Company Closing) (the "Delivery date on which the Closing ultimately occurs, the “Closing Date"”). The actions taken Closing shall be deemed to have been consummated at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Cut-off Time.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Northstar Realty Finance Corp.), Asset Purchase Agreement (Inland American Real Estate Trust, Inc.)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxx & SpaldingXxxxxx L.L.P., 191 Xxxxxxxxx 2500 First City Tower, 0000 Xxxxxx Xxxxxx, XxxxxxxHouston, Xxxxxxx xx Texas 77002, commencing at 10:00 a.m., Atlanta a.m. local time on the IPO Pricing third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as Buyer and Sellers may mutually determine (the “Closing Date”); provided, or the Closing shall be deemed to have been consummated at such later 12:01 a.m. Houston, Texas time on the IPO Pricing Date first day of the month in which the Closing occurs (the “Effective Time”).
(b) At the Closing, Sellers will deliver the following documents and deliverables to Buyer:
(i) an assignment or assignments effecting the transfer to Buyer (or designated subsidiary of Buyer) of ownership of all of the Purchased Interests together with certificates, if any, representing the Purchased Interests and such other documentation as RW shall specify is required to admit Buyer (or a designated Subsidiary of Buyer) as a partner or member of the Companies, as applicable;
(ii) a certification in the form prescribed by written notice Treasury Regulation Section 1.1445-2(b)(2) to the President effect that each Seller is not a foreign person;
(iii) resolutions of the Company applicable managers, directors and equityholders of Sellers required for approval of the transactions contemplated hereby;
(iv) certificates of good standing and existence as of a recent date with respect to each of the "Delivery Date"). The actions taken at Companies;
(v) certificates required by Article VIII; and
(vi) such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Sellers prior to the Delivery Closing Date to carry out the intent and purposes of this Agreement.
(c) At the Closing, Buyer will not include deliver the completion of either the Merger following documents and deliverables to Sellers (or the delivery of General Partner, as applicable):
(i) the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including Units which are a certified check or checks in an amount equal to the cash portion of the Merger ConsiderationPurchased Units;
(ii) will the GP Units which are a portion of the Purchased Units;
(iii) resolutions of the Board of Directors of the general partner of Buyer as required for approval of the transactions contemplated hereby;
(iv) certificates required by Article VIII; and
(v) such other certificates, instruments, and documents as may be closed or completed, as reasonably requested by Sellers and agreed to by Buyer prior to the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Targa Resources Partners LP), Purchase and Sale Agreement (Targa Resources, Inc.)
The Closing. On or before Subject to the IPO Pricing Datetermination of this Agreement as provided in Section 12 below, the parties hereto closing of the transactions contemplated by this Agreement (the "CLOSING") shall take place at the offices of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 on a date (the "CLOSING DATE") and at a time to be mutually agreed upon by IMS and TriZetto, which date shall be no later than the third business day after all conditions to Closing set forth herein (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall have been satisfied or waived in accordance with this Agreement, unless another place, time and date is mutually agreed upon in writing by IMS and TriZetto. As soon as practicable following the Closing, TriZetto and IMS will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of cause a Certificate of Merger
Merger (1the "NY CERTIFICATE OF MERGER") meeting to be executed, acknowledged and filed in the requirements office of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department Secretary of State of the State of Indiana) upon notification New York as provided in Section 904-A of the closing NYBCL and a Certificate of Merger (the "DE CERTIFICATE OF MERGER") to be executed, acknowledged and filed in the office of the IPO Secretary of State of the State of Delaware as provided in Section 252 of the DGCL. The Merger shall become effective at the time when the last of the following actions shall have been consummated: (provided that Comsxxxx'x Xxxtificate i) the NY Certificate of Merger shall be has been duly filed immediately prior to by the closing office of the IPO), New York Department of State and (ii) verify the existence and ownership DE Certificate of Merger has been duly filed with the Secretary of State of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations State of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company Delaware (the "Delivery DateEFFECTIVE TIME"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Trizetto Group Inc), Agreement and Plan of Reorganization (Ims Health Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxx & SpaldingXxxxxx L.L.P., 191 Xxxxxxxxx 0000 Xxxxxx, Xxxxxxx, Xxxxxxx xx Xxxxx 00000, commencing at 10:00 a.m., Atlanta a.m. local time on the IPO Pricing third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties shall take at the Closing itself) or such other date as Buyer and Seller may mutually determine (the “Closing Date, or ”). The Closing shall be deemed to have been consummated at such later 9:00 a.m. Houston time on the IPO Pricing Date Closing Date.
(b) At the Closing, Seller will deliver the following documents and deliverables to Buyer:
(i) An Assignment and Assumption Agreement in the form of Exhibit 2.3(b)(i) effecting the transfer to Buyer of ownership of all of the Purchased Interests;
(ii) A Parent Tax Indemnity Agreement in the form of Exhibit 2.3(b)(ii) from Xxxx;
(iii) A certificate certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code;
(iv) The resignations (or evidence of removal) of each officer or director of the Companies, effective as RW shall specify by written notice of the Closing, for which Buyer has requested a resignation at least five Business Days prior to the President Closing;
(v) A Parent Guaranty in the form of Exhibit 2.3(b)(v) executed by each of the Company Parent Companies; and
(vi) Such other certificates, instruments of conveyance, and documents as may be reasonably requested by Buyer and agreed to by Seller prior to the "Delivery Date"). The actions taken at Closing Date to carry out the Delivery intent and purposes of this Agreement.
(c) At the Closing, Buyer will not include deliver the completion following documents and deliverables to Seller:
(i) An Assignment and Assumption Agreement in the form of either Exhibit 2.3(b)(i) effecting the Merger or the delivery transfer to Buyer of ownership of all of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration Purchased Interests;
(including a certified check or checks in an ii) An amount equal to the cash portion Estimated Purchase Price by wire transfer of immediately available funds to an account or accounts specified by Seller;
(iii) A Release Agreement in the Merger Considerationform attached as Exhibit 2.3(c)(iii); and
(iv) will Such other certificates, instruments, and documents as may be closed or completed, as reasonably requested by Seller and agreed to by Buyer prior to the case may be. During the period from the Delivery Closing Date to carry out the IPO Closing Date, intent and purposes of this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (Boardwalk Pipelines LLC)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements The consummation of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement (the “Closing”) will take place on the third Business Day following the satisfaction or waiver of all of the conditions to the parties’ respective obligation to consummate the Transaction (other than conditions with respect to actions to be closed taken by the parties at Closing) or completed at such place or on or before such date as may otherwise be mutually agreed by Buyer and the IPO Company, but in no event later than August 6, 2010 (the “Closing Date”). The Closing will be effective as of 5:00 p.m. (local time at the Facility) on the Closing Date.
(b) Subject to the conditions set forth in this Agreement, including at the surrender Closing:
(i) Seller will deliver to Buyer the following items:
(A) a certificate of an appropriate officer of the Company Common Stock dated the Closing Date stating that the conditions set forth in exchange subsections (a) through (h) of Section 7.1 have been satisfied;
(B) the text of the resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of the Company;
(C) the Indemnification Escrow Agreement, duly executed by Seller;
(D) the Required Consents, all duly executed by all appropriate parties;
(E) the assignment and assumption agreement and xxxx of sale, in the form attached as Exhibit C (the “Assignment and Assumption Agreement”), duly executed by Seller;
(F) a limited warranty deed (or deeds, as applicable) for the Merger Consideration Owned Real Property in the form of Exhibit D, duly executed by the Company;
(including a certified check G) assignment of the Acquired Intellectual Property in the form of Exhibit E, together with other agreements, instruments, certificates and other documents necessary or checks appropriate to assign all of Seller’s rights and interests in an amount equal and to the cash portion Acquired Intellectual Property to Buyer, duly executed by Seller;
(H) appropriate instruments of transfer for the Merger ConsiderationAcquired Assets subject to certificates of title, duly executed by Seller;
(I) will be closed assignments and assumptions or completedother appropriate documents (in form reasonably acceptable to Buyer) for the Acquired Leases, if any, and other Acquired Assets under leases accompanied by attornment and estoppel certificates, as the case may be. During , duly executed by the period Company and any other appropriate parties;
(J) a FIRPTA certificate in the form of Exhibit F, duly executed by the Company, for purposes of satisfying Buyer’s obligations under Treasury Regulations Section 1.1445-2;
(K) originals of all Acquired Contracts, together with all amendments thereto;
(L) payoff and release letters from creditors of the Delivery Date Company with respect to the IPO Acquired Assets, and all other agreements, instruments, certificates and other documents necessary or appropriate to release and terminate any and all Encumbrances (including Tax liens but excluding Permitted Encumbrances) against and on the Acquired Assets, duly executed by the appropriate parties;
(M) UCC-3 termination statements with respect to any financing statements filed against the Business or any of the Acquired Assets, terminating all Encumbrances on any of the Acquired Assets, duly executed by the appropriate parties;
(N) the Records;
(O) that certain Agreement Regarding Turbine Lease, dated as of the date hereof, duly executed by Seller, Buyer and Citizens First National Bank, a national banking association (“Citizens First”); and
(P) such other certificates, instruments or documents as Buyer may reasonably request, as are required pursuant to the provisions of this Agreement or as otherwise are necessary or appropriate to transfer the Acquired Assets and Assumed Liabilities in accordance with the terms and conditions hereof and consummate the Transaction, and to vest in Buyer and its successors and assigns full, complete, absolute, legal and equitable title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances, including, without limitation, a Seller’s Affidavit, in form approved by Buyer, Seller and the title company issuing Buyer’s owner’s title insurance policy, in order for such title company to issue such title policy without exception for any matters which are customarily removed by such title company’s receipt of a standard seller’s affidavit. All actions to be taken by the Company in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to Buyer. Seller shall also pay as soon as practicable after the Closing Date all unsecured creditors of the Company, including all unsecured creditors shown on the Unsecured Creditor List.
(ii) Buyer will deliver to the Company the following items:
(A) the Cash Payment by wire transfer of immediately available funds, to an account specified by Seller not less than two Business Days prior to the Closing Date;
(B) a certificate of an appropriate officer of Buyer dated the Closing Date stating that the conditions set forth in subsections (a) through (d) of Section 7.2 have been satisfied;
(C) the text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer;
(D) the Indemnification Escrow Agreement, duly executed by Buyer;
(E) the Assignment and Assumption Agreement, duly executed by Buyer;
(F) assignments and assumptions or other appropriate documents for the Acquired Leases, if any, and other Acquired Assets under leases, duly executed by Buyer;
(G) such other certificates, instruments or documents as the Company may reasonably request, as are required pursuant to the provisions of this Agreement may or as otherwise are necessary or appropriate to transfer the Acquired Assets and Assumed Liabilities in accordance with the terms and conditions hereof and consummate the Transaction, and to vest in Buyer and its successors and assigns full, complete, absolute, legal and equitable title to the Acquired Assets, free and clear of all Encumbrances other than Permitted Encumbrances; and
(H) that certain Agreement Regarding Turbine Lease, dated as of the date hereof, duly executed by Seller, Buyer and Citizens First.
(iii) Buyer will deliver the Indemnification Escrow Deposit to the Escrow Agent in accordance with the terms of the Indemnification Escrow Agreement. All actions to be terminated taken by Buyer in connection with consummation of the transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be in form and substance reasonably satisfactory to the Company.
(c) All items delivered by the parties only pursuant at the Closing will be deemed to Section 12.01(b)(i)have been delivered simultaneously, and no items will be deemed delivered until all have been delivered or waived.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aventine Renewable Energy Holdings Inc), Asset Purchase Agreement (Nebraska Energy, L.L.C.)
The Closing. On (a) Unless this Agreement shall have been earlier terminated in accordance with Section 9.1, subject to the satisfaction, or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted waiver by the Applicable Corporate Codeparty entitled to the benefit, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code conditions to Closing set forth in Sections 7.1(b) and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of c), the closing of the IPO Transactions (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii“Closing”) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place on the terms and conditions set forth herein at 10:00 a.m. local time on the first (1st) Business Day after the conditions set forth in Sections 7.1(b) and (c) have been satisfied at the offices of King & SpaldingDow Xxxxxx PLLC, 191 0000 Xxx Xxxxxxxxx Xxxxxx, XxxxxxxX.X., Xxxxxxx xx 10:00 a.m.Xxxxxxxxxx, Atlanta time on the IPO Pricing DateXX 00000, or at such later other time and place as the parties may agree. Notwithstanding the foregoing, the Closing shall not take place until the earlier of (i) the exercise or waiver of any outstanding Tag-Along Rights of Class A Stockholders or (ii) thirty-five (35) days after the date hereof.
(b) At the Closing, (i) each Seller shall deliver to Buyer one or more stock certificates representing such Seller’s Transferred Shares, in each case duly endorsed in blank or with separate executed stock transfer powers attached, free and clear of any Liens other than restrictions on transfer set forth in the Amended and Restated Stockholders Agreement and under applicable Law, and (ii) subject to Sections 7.2(a)(i) and 7.2(d) and the proviso in Section 11.6, Buyer shall deliver the Aggregate Purchase Price to the Seller Representative for the account of the Sellers by wire transfer of immediately available funds to the account designated by the Seller Representative and, upon such delivery, Buyer’s obligation to deliver the Aggregate Purchase Price to purchase the Transferred Interest shall be satisfied in all respects, notwithstanding any failure on the IPO Pricing Date as RW shall specify by written notice part of the Seller Representative to remit any amounts to any Seller in accordance with Section 2.2(c). Notwithstanding anything herein to the President contrary, Buyer shall not be obligated to purchase, and shall have no liability or obligation to fund any portion of the Company Aggregate Purchase Price with respect to, any Seller’s Transferred Shares held by any Section 7.2(a) Non-Performing Seller, any Section 7.2(d) Non-Performing Seller or, if KPCB elects not to participate in the Transactions pursuant to the proviso in Section 11.6. KPCB.
(c) Promptly following the "Delivery Date"). The actions taken at Closing, subject to Section 10.1, the Delivery will not include Seller Representative shall remit to each Seller an amount of cash equal to the completion product of either (x) the Merger or amount received by the delivery of the Company Common Stock or the Merger Consideration Seller Representative pursuant to Section 2.05. On the IPO Closing Date2.2(b)(ii), the Certificate multiplied by (y) such Seller’s Transferred Percentage, in each case by wire transfer of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal immediately available funds to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated account designated by the parties only pursuant to Section 12.01(b)(i)such Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (AutoTrader Group, Inc.)
The Closing. On or before (a) Subject to the IPO Pricing Dateterms and conditions of this Amended Agreement (including Section 2.05(b)), the parties hereto will sale and purchase of the Battery Companies Equity Interests and the Transferred Assets and the assumption of the Assumed Liabilities (all as contemplated hereby, the “Closing”) shall take all actions necessary to place by electronic exchange of documents, (i) effect on the Merger first (including, as permitted by 1st) Business Day of the Applicable Corporate Code, month following the later of (A) the execution of a Certificate of Merger
third (13rd) meeting Business Day following satisfaction or waiver in writing (to the requirements extent permitted by applicable Law) of the Applicable Corporate Code and party entitled to the benefit thereof of all of the conditions to the obligations of the parties set forth in Article IX (2other than those conditions that, by their nature, are to be satisfied only at the Closing, but subject to the written waiver (to the extent permitted by applicable Law) providing that of the Merger will become effective on party entitled to the IPO Closing Date benefit thereof or fulfillment of those conditions) and (B) the delivery of date that Certificate of Merger with a filing service that will file such Certificate of Merger with is three (3) Business Days following the Department of State receipt by the Purchaser of the State Additional Financial Statements (subject, in the case of Indianathis clause (B), to the satisfaction or waiver in writing (to the extent permitted by applicable Law) upon notification of the closing party entitled to the benefit thereof of all of the IPO conditions set forth in Article IX as of the date determined pursuant to this Section 2.05(a) (provided that Comsxxxx'x Xxxtificate of Merger shall other than those conditions that, by their nature, are to be filed immediately prior satisfied only at the Closing, but subject to the closing satisfaction or written waiver (to the extent permitted by applicable Law) of the IPOparty entitled to the benefit thereof of those conditions)) or (ii) at such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”). For the sake of clarity, the transfer of the Battery Companies Equity Interests and the Transferred Assets and Assumed Liabilities will be deemed to take place and be effective in each jurisdiction at 12:01 A.M. local time (in the case of the United States, local time being New York time), on the day of the Closing Date (x) where the principal office or facilities of such Battery Company is located or (y) in the case of Transferred Assets or Assumed Liabilities, where the Transferred Asset or Assumed Liability resides, exists or arises.
(b) Notwithstanding anything to the contrary in this Amended Agreement, if (i) any Consent of a Governmental Authority required to consummate the sale and transfer of the Battery Companies Equity Interests and the Transferred Assets or the assumption of the Assumed Liabilities in any applicable jurisdiction has not been obtained at the time of Closing (other than, for the avoidance of doubt, the expiration or termination of the waiting period (and any extension thereof) under the HSR Act, and the waiting periods, clearances, approvals and/or Consents under the applicable Review Law in each of the other Specified Jurisdictions), (ii) verify despite the existence and ownership exercise by Seller of its reasonable best efforts, the Pre-Closing Restructuring has not been completed in any applicable jurisdiction as of the certificates evidencing Closing, (iii) despite the Company Common Stock to be exchanged exercise by Purchaser of its reasonable best efforts, Purchaser’s designated Affiliate in any applicable jurisdiction (A) is not fully formed, organized or incorporated, or (B) has not received the Governmental Authorizations necessary for the Merger Consideration conduct of the Business in such jurisdiction prior to the Closing Date or (iv) either party determines, in good faith, that it is not reasonably practicable to consummate the sale and transfer of the Battery Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities in particular jurisdictions on the Closing Date (each such jurisdiction in which the circumstances described in clauses (i) through (iv) above apply, a “Deferred Asset Jurisdiction”), then Purchaser and Seller shall, subject to this Section 2.05(b) and Section 2.05(c), agree to defer (to the extent permitted under applicable Law) the consummation of the portion of the transactions contemplated in such Deferred Asset Jurisdiction solely with respect to the sale and transfer of the Battery Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities, as applicable, in respect of such Deferred Asset Jurisdiction (such items for each Deferred Asset Jurisdiction, the “Deferred Assets and Liabilities”); provided, however, that, without the written consent of the other party, in no event shall either party have the right to defer the consummation of the sale and transfer of the Battery Companies Equity Interests or the Transferred Assets and the assumption of the Assumed Liabilities, as applicable, (x) in the United States or in the other jurisdictions set forth on Section 2.05(b) of the Seller Disclosure Letter or (y) if such deferral would result in the Deferred Asset Jurisdictions accounting for 10% or more of the net sales of the Business in fiscal year 2017.
(c) From and after the Closing, and until such time as the applicable Deferred Assets and Liabilities have been transferred to Purchaser pursuant to Section 2.05(b) (each, a “Deferred Transfer Closing”), such Deferred Assets and Liabilities will be held for Purchaser’s benefit and account and will be managed and operated by Seller and its Subsidiaries for the benefit and account of Purchaser, with all gains, income, Losses, Taxes and Tax benefits or other items generated thereby to be for the account of Purchaser or its designated Affiliate. Seller and Purchaser will use their respective reasonable best efforts to allow Purchaser or its designated Affiliate to receive the uninterrupted use and benefit of any Deferred Assets and Liabilities from the Closing Date to the date of its Deferred Transfer Closing. Except as otherwise contemplated by this Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and or the other transactions contemplated hereby are conditioned by the provisions of this Article VII Amended Agreement, to the extent permitted under applicable Law, until the applicable Deferred Transfer Closing occurs, Seller will conduct the Business in such Deferred Asset Jurisdiction in accordance with the reasonable and lawful instructions of Purchaser and, except to the extent resulting from or arising out of the bad faith, gross negligence, willful misconduct or violation of applicable Law by Seller or its Affiliates, Purchaser shall defend and indemnify the Seller Indemnified Persons and save and hold each of them harmless against any Losses incurred, sustained or suffered by them arising out of or as a result of the performance by Seller and its Affiliates of its and their respective obligations under this Section 2.05 in respect of any Deferred Assets and Liabilities from and after the Closing until the applicable Deferred Transfer Closing in accordance with the terms and provisions of this Section 2.05.
(all those actions collectively being d) The Deferred Transfer Closing of any Deferred Assets and Liabilities shall occur as promptly as is reasonably practicable after the "Delivery"). The Delivery will take place at resolution of the offices applicable circumstance described in clauses (i) through (iv) of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, first sentence of Section 2.05(b) that caused such jurisdiction to be a Deferred Asset Jurisdiction or at such later time as the Parties may mutually agree upon in writing. In connection with any Deferred Transfer Closing where the parties jointly determine that the applicable portion of the Purchase Price is required to be paid on such Deferred Transfer Closing by Purchaser’s designated Affiliate to the IPO Pricing applicable Subsidiary Transferor in local currency: (a) at the Deferred Transfer Closing, Purchaser shall, or shall cause the applicable designated Affiliate to, deliver such portion of the Purchase Price by wire transfer in immediately available funds, to an account or accounts designated at least three (3) Business Days prior to the Deferred Closing Date as RW shall specify by Seller in a written notice to the President of the Company Purchaser; and (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant b) no later than two (2) Business Days following such Deferred Transfer Closing, Seller shall return to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash Purchaser that portion of the Merger ConsiderationEstimated Purchase Price or Purchase Price (as applicable) will be closed or completed, as the case may be. During the period from the Delivery Date allocated to the IPO applicable Deferred Transfer Jurisdiction in accordance with Section 2.03(c) of this Amended Agreement by wire transfer in immediately available funds, to an account or accounts designated at least three (3) Business Days prior to the Deferred Closing DateDate by Purchaser in a written notice to Seller. Any amounts payable in local currency shall be determined by reference to the applicable spot rate published by Bloomberg (BGN New York) as of 5:00 P.M., this Agreement may be terminated by New York time, on the parties only pursuant date that is three (3) Business Days prior to Section 12.01(b)(ithe Closing Date (and, for clarity, not the date of the Deferred Transfer Closing).
(e) For purposes of Sections 2.01, 2.02, 2.06(a)(i), 2.06(a)(ii), 2.06(a)(iii), 2.06(b)(i), 3.04(c), 6.02, 6.04(a), 6.06, 6.10, 6.14(d), 7.01, 7.02, 8.04 and 8.05, to the extent applicable in connection with any Deferred Asset Jurisdiction, all references to the Closing or the Closing Date in such instances shall be deemed to be references to the applicable Deferred Transfer Closing or date of the applicable Deferred Transfer Closing, respectively.
Appears in 2 contracts
Samples: Acquisition Agreement (SB/RH Holdings, LLC), Acquisition Agreement (Energizer Holdings, Inc.)
The Closing. On or before (a) The closing (the IPO Pricing Date, the parties hereto will take all actions necessary to (i"CLOSING") effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code purchase and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State sale of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Securities hereunder shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at 10:00 a.m., Central Time, at the offices of King & SpaldingXxxxxx Xxxxxx Xxxxx, 191 Xxxxxxxxx 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m.Xxxxxxxx 00000, Atlanta time on as soon as possible after satisfaction of the IPO Pricing Dateconditions set forth in Article 8, or at such later other time on or place as the IPO Pricing Date as RW shall specify by written notice to Purchaser and the President Issuer may agree. Each of the Company (Purchaser and the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant Issuer shall use their reasonable best efforts to Section 2.05. On the IPO cause such Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed occur on or before December 29, 2000. The date and time of closing are referred to herein as the IPO Closing Date"CLOSING DATE."
(b) At the Closing, including the surrender of Purchaser shall deliver to the Company Common Stock Issuer, by wire transfer to an account designated by the Issuer, an amount, in exchange for the Merger Consideration (including a certified check or checks in an amount immediately available funds, equal to the cash portion aggregate purchase price of the Merger ConsiderationSecurities being purchased by the Purchaser from the Issuer.
(c) will be closed At the Closing, the Issuer shall deliver to the Purchaser, against payment of the purchase price by the Purchaser to the Issuer, duly executed certificates evidencing the shares of Series A Preferred and Series B Preferred being purchased by the Purchaser from the Issuer, in each case in definitive form and registered in such name or completed, names as the case may be. During the period from the Delivery Date Purchaser shall request not later than two Business Days prior to the IPO Closing Date.
(d) At the Closing, this Agreement may be terminated the Issuer shall deliver to Francisco Partners GP, LLC, a Delaware limited liability company, by wire transfer to an account designated by the parties only Purchaser, an amount, in immediately available funds, equal to the fee and reimbursement of expenses to be paid or reimbursed to the Purchaser by the Issuer pursuant to Section 12.01(b)(i)the Fee Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marchfirst Inc), Stock Purchase Agreement (Francisco Partners Lp)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements The purchase and sale of the Applicable Corporate Code and Securities hereunder shall take place at one or more closings (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with each a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"“Closing”). The Delivery will initial closing (the “Initial Closing”), shall take place at the offices of King Manatt, Xxxxxx & SpaldingXxxxxxxx, 191 Xxxxxxxxx LLP, 0 Xxxxx Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time on XX 00000, concurrent with the IPO Pricing Dateclosing of the Q-RNA Merger (as defined below), or at such later other time on as the IPO Pricing Date as RW shall specify by written notice Company and a majority in interest of the Investors participating in the Initial Closing (the “Initial Investors”) mutually agree upon orally or in writing (the “Closing Date”).
(b) Any Securities not issued and sold at the Initial Closing may be issued and sold, subject to the President terms and conditions of this Agreement, at one or more subsequent Closings (each a “Subsequent Closing”), to one or more persons acceptable to the Company (the "Delivery Date"“Subsequent Investors”). The actions taken Any such sale and issuance at a Subsequent Closing shall be on the same terms and conditions (including the Purchase Price that shall have been fixed at the Delivery will not include the completion of either the Merger or the Initial Closing). Upon execution and delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Daterelevant signature pages, the Certificate of Merger will Subsequent Investors shall be filed and will become effective pursuant to Section 2.02parties to, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Datebound by, this Agreement may and the other Transaction Documents (as hereinafter defined), without the need for any amendment to any such Transaction Documents except to add such person’s or entity’s name to the appropriate exhibit or schedule to such agreements, and shall have the rights and obligations hereunder and thereunder, in each case as of the applicable Subsequent Closing. Each Subsequent Closing shall take place at such date, time and place as shall be terminated approved by the parties only pursuant Company. Immediately after each Subsequent Closing, Schedule A hereto will be amended to Section 12.01(b)(i)list the Investors purchasing Securities hereunder and the amount of Securities issued to such Investor at such Subsequent Closing. The Company will furnish to each Investor copies of the amended Schedule A referred to in the preceding sentence.
(c) At each Closing, the Company shall deliver to each Investor certificates representing the Shares and Warrant being purchased by such Investor at such Closing, against payment of the applicable Purchase Price therefor by check, wire transfer, cancellation or conversion of indebtedness, or any combination thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neuro-Hitech Pharmaceuticals Inc)
The Closing. On or before (a) Subject to the IPO Pricing Dateterms and conditions hereof, the parties hereto will take all actions necessary to closing (ithe "Closing") effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code purchase and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State sale of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence Notes and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery Warrants will take place at the offices of King Warxxx Xxxxxxx Xxxxx & SpaldingAscxxxxx, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or X.C. at such later time on and date as shall be mutually agreed to by the IPO Pricing Date Company and the Purchasers. Such times and dates are herein referred to as RW shall specify by written notice the "Closing Dates" and individually as a "Closing Date."
(b) Subject to the President of terms and conditions hereof, on each Closing Date (i) the Company will deliver to each Purchaser (A) a Note or Notes, substantially in the "Delivery Date"form of Exhibit B hereto, payable to such Purchaser (or its nominee as notified to the Company). The actions taken at , and dated the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, in the Certificate of Merger will be filed and will become effective pursuant to Section 2.02aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and all transactions contemplated (B) a Warrant or Warrants evidenced by this Agreement to be closed or completed on or before certificates substantially in the IPO form of Exhibit C hereto and dated the Closing Date, including for the surrender number of shares of the Company Company's Common Stock in exchange for set forth opposite such Purchaser's name on Exhibit A, and (ii) upon such Purchaser's receipt thereof, such Purchaser will deliver to the Merger Consideration (including a certified check or checks in Company by wire transfer an amount equal to the cash portion purchase price for such Notes and Warrants (as specified in Section 1(a) hereof) payable to the order of the Merger ConsiderationCompany in immediately available funds.
(c) As an alternative to Section 2(b), upon receipt of a Purchaser's signed copy of this Agreement, the Company will be closed or completedsign the Agreement, as the case may be. During Note and the period from Warrants and will instruct the Delivery Date Agent to communicate to the IPO Closing DatePurchaser that such documents have been signed and the Agent has obtained a perfected interest in the Collateral. Thereafter, this Agreement may be terminated upon the Company's receipt by wire transfer of the purchase price for the Note and Warrants, the Company will deliver the signed Agreement, Note and Warrants to the Purchaser.
(d) The Purchasers acknowledge that the Notes and the Warrants constitute an investment unit" within the meaning of Section 1273(c)(2) of the Code and that the Company will allocate the "issue price" (within the meaning of Section 1273(b) of the Code) of such investment unit, for all Income Tax purposes, between the Notes and Warrants as follows: (i) the price at which each of the Warrants were sold by the parties only pursuant Company is $0.06 per Warrant and (ii) the price at which each $1 in principal of the Notes were sold is $1 less the multiple of $0.06 and the number of Shares set forth on Exhibit A for each Purchaser. Each Purchaser agrees to abide by 3 Treasury Regulation Section 12.01(b)(i)1. 1273-2(h)(2) with respect to such allocation of the issue price.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Integral Vision Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing sale and transfer of the IPO), Stock hereunder (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King & Spaldingthe Company, 191 Xxxxxxxxx Xxxxxxat 10:00 A.M. on August 27, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date1999, or at such later other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows:
(a) Seller shall cause to be delivered to each Buyer, via Federal Express:
(i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the IPO Pricing Date stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as RW shall specify by written notice set forth beneath the Buyer's signature on page 3 hereof); and
(ii) an opinion of Xxxxxx & Xxxxxxx, counsel to the President Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto.
(b) The Company and Buyers shall have executed and delivered a Put Agreement, in form and substance satisfactory to each party, providing the option to the Buyers to sell to the Company, at a price of $6.00 per share, the Stock acquired hereunder, which option must be exercised, if at all, during the 20 day period following the date of the Closing.
(c) Seller shall cause to be delivered to the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company (approving the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act of 1933, as amended (the "Securities Act").
(d) Seller shall cause to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal delivered to the cash portion of Escrow Agent a certification confirming that (i) the Merger Considerationdeliveries specified in subparagraph 2(a) will be closed or completed, as above have been made and (ii) the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated agreement specified in subparagraph (b) above has been executed and delivered by the parties only thereto, and authorizing the Escrow Agent to release all monies being held pursuant to Section 12.01(b)(i)this Agreement to Seller.
Appears in 1 contract
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger Sale Shares and the other transactions contemplated hereby are conditioned by (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place on the same date on which all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than those conditions that by their nature are to be satisfied at the offices Closing, but subject to the satisfaction or waiver of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on such conditions at the IPO Pricing Closing) or such other date as may be agreed by all the Parties (the “Closing Date”).
(b) At the Closing:
(i) the Seller shall deliver, or at such later time on the IPO Pricing Date as RW shall specify by written notice cause to be delivered, to the President Purchaser:
(A) the original share certificate representing the Sale Shares;
(B) a duly executed instrument of transfer from the Seller in respect of the Sale Shares in favor of the Purchaser in accordance with the then-effective memorandum and articles of association of the Company;
(C) a certified true copy of an extract of the updated Register of Members of the Company reflecting the Purchaser as the owner of the Sale Shares, dated as of the Closing Date;
(D) a resignation letter duly executed by Lxx Xxxx (刘洋); and
(E) copies of the "Delivery Date"). The board resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby;
(ii) the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A) a copy of an “MT-103” message issued by the remitting bank showing the wire transfer of immediately available funds into the account set forth in Schedule A hereto (or another account designated by the Seller in writing at least three (3) Business Days prior to the Closing) in the amount of the Purchase Price; and
(B) copies of the board resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger are inter-dependent and will be filed deemed to take place simultaneously and no delivery or payment will become effective pursuant be deemed to Section 2.02, have been made until all deliveries and all transactions contemplated by payments under this Agreement due to be closed or completed on or before made at the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been made.
Appears in 1 contract
The Closing. On 2.1 The closing of the transactions contemplated under this Agreement (the “Closing”) shall take place at 10:00 a.m. at the main office of Issuer, 6000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx, xx at such other place as the parties shall agree in writing, on the date following the sixth (6th) trading day after the satisfaction or before waiver (subject to applicable law) of the IPO Pricing latest to occur of the conditions set forth in Sections 10, 11 and 12 (other than those conditions that by their nature are to be satisfied or waived at the Closing) and the completion of the Rights Offering and the Public Offer or such other date mutually agreed upon by the parties (the “Closing Date”).
2.2 Immediately prior to the Closing (and as a condition of Investor’s obligations to purchase the Shares and otherwise perform its obligations under this Agreement), Issuer shall deliver to Investor a certificate executed by its Chief Executive Officer certifying that (a) as of such date, to her knowledge, the parties hereto will take representations and warranties of Issuer set forth herein are accurate and complete in all actions necessary to respects and (ib) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) that there has not been since the execution of a Certificate of Mergerthis Agreement any material adverse change to Issuer’s business.
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately 2.3 Immediately prior to the closing Closing (and as a condition of Issuer’s obligations to deliver the IPOShares and otherwise perform its obligations under this Agreement), (ii) verify Investor shall deliver to Issuer a certificate executed by its Chief Executive Officer certifying as to Investor that as of such date, to his or her knowledge, the existence representations and ownership warranties of Investor set forth herein are accurate and complete in all material respects.
2.4 At the certificates evidencing Closing, subject to the Company Common Stock terms and conditions hereof, Issuer shall issue the Shares to be exchanged for Investor and deliver to Investor a certificate representing the Merger Consideration pursuant to Section 2.05 and (iii) satisfy Shares, duly registered in the document delivery requirements to which the obligations name of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & SpaldingInvestor, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time as specified on the IPO Pricing Datesignature page hereto.
2.5 At the Closing, or at such later time on the IPO Pricing Date as RW shall specify by written notice subject to the President terms and conditions hereof, Investor shall deliver to Issuer the Purchase Price by wire transfer of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant immediately available funds to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated an account designed by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Issuer.
Appears in 1 contract
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), Shares (iithe "Sale") verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII relating thereto (all those actions collectively being collectively, the "DeliveryClosing"). The Delivery ) will take place at the offices of King Kirkxxxx & SpaldingXllix, 191 Xxxxxxxxx 003 Xxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time on xxmmencing at 9:00 a.m. local time, as soon as practicable following the IPO Pricing Date, satisfaction or waiver of all conditions set forth in Section 7 hereof or at such later other place and time on as may be agreed by the IPO Pricing Date Sellers and the Purchaser. The date and time of the Closing are referred to as RW shall specify by written notice the "Closing Date". At the Closing, subject to the President satisfaction or waiver of each of the conditions set forth in Section 7:
(i) the Purchaser shall deliver to each Seller, by wire transfer of immediately available funds to the account or accounts specified in writing by such Seller, the amount set forth opposite such Seller's name on Exhibit A hereto;
(ii) the Purchaser shall deliver on behalf of Mannxxx, $000,000 by wire transfer of immediately available funds to an escrow account (the "Escrow Account") pursuant to an escrow agreement dated as of the Closing Date by and among the Purchaser, Mannxxx xxx Sun Trust Bank, Atlanta, as Escrow Agent (the "Escrow Agent"), in the form of Exhibit B hereto (the "Escrow Agreement");
(iii) the Purchaser or its designee shall procure that the Company shall repay and extinguish in full, at the Closing, all amounts outstanding pursuant to a loan from Mannxxx xx the Company described on Schedule 1C hxxxxx ("xxx "Xxxxxxx Xxxe Payable"); and
(iv) each of the Sellers will:
(a) deliver to the Purchaser (or its designee) share certificates representing all of his or her Shares;
(b) deliver to the Purchaser (or its designee) and/or its nominees duly executed share transfers in respect of the Shares;
(c) deliver to the Purchaser (or its designee) a letter of resignation under seal from the Secretary containing an acknowledgment that he or she has no claim against the Company in respect of breach of contract, compensation for loss of office or otherwise howsoever arising;
(d) procure the release of any and all guarantees or indemnities or security given by the Company for or on behalf of the Sellers or any director of the Company;
(e) deliver to the Purchaser (or its designee) copies of all bank mandates of the Company (together with copies of statements of all bank accounts as at a date not earlier than the "Delivery Date"). The actions taken day immediately preceding the Closing Date and all cheque books of the Company in current use and the cash book balances of the Company as at the Delivery will not include Closing Date with reconciliation statements reconciling such balances with the bank statements referred to above;
(f) deliver to the Purchaser (or its designee) all credit cards in the name of or for the account of the Company in the possession of any officer or employee of the Company resigning at Closing;
(g) procure that a meeting of the board of directors of the Company is held at which, inter alia:
(A) the share transfers referred to in Section 1C(iv)(b) are approved (subject only to stamping);
(B) the resignations referred to in Section 7A(ii) are accepted;
(C) all existing mandates for the operation of bank accounts of the Company are revoked and new mandates are issued giving authority to such persons as the Purchaser may nominate;
(D) such persons as the Purchaser may nominate are appointed as directors, secretary, auditors and solicitors of the Company with immediate effect; and
(v) The Purchaser shall complete the stamping of the share transfers referred to in Section 1C(iv)(b) as soon as practicable. Prior to such stamping being completed, the Sellers shall cooperate in any manner reasonably required by the Purchaser for the convening of any general meetings required by the Purchaser, including the completion of either proxy forms on a timely basis and generally shall act in all respects as the Merger or nominee of and in accordance with the delivery reasonable directions of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Purchaser.
Appears in 1 contract
Samples: Share Purchase Agreement (Gerber Childrenswear Inc)
The Closing. On The closing of the purchase and sale of the Purchased Assets and the assignment and assumption of the Assumed Liabilities at the Closing in exchange for the Estimated Closing Purchase Price (the “Closing”) shall occur at the offices of Kxxxxxxx & Exxxx LLP, 200 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601, at 9:00 a.m. local time on the second Business Day following satisfaction or before waiver of each of the IPO Pricing conditions to Closing specified in Article 2 hereof, other than conditions to Closing which by their terms or their nature require performance at the Closing (but subject to the satisfaction or waiver of such conditions at the Closing). The date and time of the Closing are herein referred to as the “Closing Date.” At the Closing, the parties hereto will take all actions necessary to (i) effect Buyer shall (a) deliver to Seller the Merger (including, as permitted by the Applicable Corporate CodeEstimated Closing Purchase Price in accordance with Section 1B, (Ab) deliver to the execution of a Certificate of Merger
Escrow Agent the Adjustment Escrow Amount in accordance with Section 1B, (1c) meeting deliver to the requirements of Escrow Agent the Applicable Corporate Code Indemnity Escrow Amount in accordance with Section 1B, and (2d) providing that deliver the Merger will become effective on the IPO Closing Date Transaction Bonuses Amount in accordance with Section 1B, and (Bii) Seller and/or the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with Seller Subs shall sell, transfer to Buyer, and Buyer shall purchase from Seller and/or the Department of State of Seller Subs, the State of Indiana) upon notification of Purchased Assets and assume solely the closing of Assumed Liabilities. On the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed Business Day immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, Buyer and Seller shall conduct a pre-Closing at the Certificate same location as the Closing, commencing at 9:00 a.m. local time, at which each party shall present for review by the other parties copies in execution form of Merger will all documents required to be filed delivered by such party at or in connection with the Closing. Each party will, and will become effective pursuant cause its Affiliates to, at the Closing execute and deliver the agreements, documents, certificates and other deliveries (including the Ancillary Agreements) required by such party (or its Affiliates) to Section 2.02be executed and/or delivered at the Closing or for which such execution and/or delivery is a condition to another party’s obligations to consummate the Closing. Without limiting the generality of the foregoing, in furtherance of the assignment, transfer and conveyance of the Purchased Assets and the assumption of Assumed Liabilities at the Closing (a) Seller shall execute and deliver, and all transactions contemplated by this Agreement shall cause the Seller Subs to be closed or completed on or before execute and deliver, such bills of sale, deeds, lease assignments and assumptions, leases, subleases, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the IPO Closing Dateextent necessary to evidence the transfer, including the surrender conveyance and assignment of Seller’s and each of the Company Common Stock Seller Sub’s right, title and interest in exchange for the Merger Consideration (including a certified check or checks in an amount equal and to the cash portion Purchased Assets to Buyer (collectively, the “Asset Conveyance Documents”), and (b) Buyer shall execute and deliver to Seller and each of the Merger Consideration) will be closed or completed, Seller Subs such assignments of contracts and other instruments of assumption as the case may be. During the period from the Delivery Date and to the IPO Closing Dateextent necessary to evidence the valid and effective assumption by Buyer of the Assumed Liabilities (collectively, the “Liabilities Assumption Documents”). Each Asset Conveyance Document and Liabilities Assumption Document shall be in form and substance reasonably satisfactory to Seller and Buyer; provided that such instruments and other documents shall not require Seller or any Seller Subs to make any additional representations, warranties or covenants, express or implied, not contained in this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ziff Davis Holdings Inc)
The Closing. On or before (a) The completion of the IPO Pricing purchase and sale of the Shares (the “Closing”) shall occur at a place and time (the “Closing Date”) to be specified by the Company, and of which the Purchaser will be notified in advance by the Company. At the Closing, the parties Purchaser shall purchase from the Company, and the Company shall issue and sell to the Purchaser, Shares in an amount set forth on the Purchaser’s signature page attached hereto. The Closing is expected to occur on June 22, 2011. At the Closing, (a) the Company shall cause Computershare Trust Company, N.A., the Company’s transfer agent (the “Transfer Agent”) to deliver to the Purchaser the number of Shares set forth on the Purchaser’s signature page attached hereto will take all actions necessary to (i) effect registered in the Merger (includingname of the Purchaser or, as permitted if so indicated on the Purchaser’s signature page attached hereto, in the name of a nominee designated by the Applicable Corporate Code, Purchaser and (Ab) the execution aggregate purchase price for the Shares being purchased by the Purchaser will be delivered by or on behalf of a Certificate of Mergerthe Purchaser to the Escrow Agent (as defined below).
(b) No later than one (1) meeting business day prior to the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger such deadline shall not be filed immediately prior to the closing of the IPOearlier than June 20, 2011), (ii) verify the existence and ownership Purchaser shall remit by wire transfer the amount of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount funds equal to the cash portion aggregate purchase price for the Shares being purchased by the Purchaser to the following account designated by the Company pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of June 15, 2011, by and among the Company and the Transfer Agent (as escrow agent, the “Escrow Agent”): Bank: Bank of America, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx ABA: Swift Code: For further credit to account #: Name on Account: Computershare Trust Company, NA as Escrow Agent for Clients Ref: Pharmacyclics, Inc. Escrow Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date Purchaser to the IPO Closing DateCompany upon the satisfaction, this Agreement may be terminated by in the parties only pursuant to Section 12.01(b)(i)reasonable judgment of the Company, of the conditions set forth in Article V hereof.
Appears in 1 contract
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery “Closing”) will take place at the offices of King Dxxxxx & SpaldingWxxxxxx LLP, 191 Xxxxxxxxx 50 Xxxxx Xxxxx Xxxxxx, XxxxxxxXxxxxxxxxxx, Xxxxxxx xx 10:00 a.m.Xxxxxxxxx at 9:00 a.m. on Friday, Atlanta time on May 6, 2005 or as soon thereafter as reasonably possible following satisfaction of the IPO Pricing conditions set forth in Article VII (the “Closing Date, ”) or at such later time other place and on such other date as may be mutually agreed by Buyer and Sellers’ Representative, in which case Closing Date means the date so agreed. The failure of the Closing will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement.
(b) Subject to the conditions set forth in this Agreement, on the IPO Pricing Closing Date:
(i) Sellers will deliver to Buyer:
(A) a certificate of each Seller dated the Closing Date stating that the conditions set forth in subsections (a) and (b) of Section 7.1 have been satisfied;
(B) the text of the resolutions adopted by the trustees of each Seller authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of such Seller;
(C) a copy of the certificates of merger from the Secretary of State of the State of Massachusetts and such other documentation as RW shall specify reasonably be requested by written notice Buyer to confirm that the Mergers have been consummated in accordance with Section 5.4;
(D) a transition services agreement in the form of Exhibit C (the “Transition Services Agreement”), duly executed by Sellers;
(E) all Required Consents, duly executed by all appropriate parties;
(F) a bxxx of sale for the Acquired Assets that are Tangible Personal Property in the form of Exhibit D, duly executed by each Seller;
(G) an assignment of the Acquired Assets that are intangible rights and property (including Contracts) in the form of Exhibit E, duly executed by each Seller, which assignment shall also contain Buyer’s assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”);
(H) appropriate instruments of transfer for the Acquired Assets subject to certificate of title, duly executed by each Seller;
(I) assignments and assumptions or other appropriate documents for the Real Property and other Acquired Assets under leases accompanied by estoppel certificates acceptable to Buyer, duly executed by each Seller and any other appropriate parties;
(J) funds sufficient to pay all Taxes necessary for the transfer, filing or recording of the Acquired Assets or otherwise required by this Agreement;
(K) any other instruments of transfer reasonably requested by Buyer, duly executed by the appropriate Seller;
(L) executed copies of all agreements, instruments, certificates and other documents necessary or appropriate, in the reasonable opinion of Buyer’s counsel, to release any and all Encumbrances against the assets of Seller, NCPS or NDVS, other than Permitted Encumbrances;
(M) an amendment to the President Organizational Documents of each Seller changing its name in accordance with Section 5.15;
(N) such other certificates, documents and instruments that Buyer reasonably requests for the purpose of (1) evidencing the accuracy of Sellers’ representations and warranties, (2) evidencing the performance and compliance by each Seller with the agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.1 or (4) otherwise facilitating the consummation of the Company transactions contemplated by this Agreement; and
(the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery O) a written opinion from Sellers’ counsel, dated as of the Company Common Stock or Closing Date and addressed to Buyer in the Merger Consideration pursuant form set forth in Exhibit F. All actions to Section 2.05. On be taken by each Seller in connection with the IPO Closing Date, consummation of the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to effect the transactions contemplated by this Agreement will be closed or completed on or before in form and substance satisfactory to Buyer and Buyer’s counsel in their reasonable determination.
(ii) Buyer will deliver to Sellers:
(A) the IPO Estimated Purchase Price less (i) the Retained Amount and (ii) the Contract Retained Amount by wire transfer of immediately available funds to the account designated by Sellers’ Representative to Buyer prior to the Closing;
(B) a certificate of an appropriate officer of Buyer dated the Closing Date, including Date stating that the surrender conditions set forth in subsections (a) and (b) of Section 7.2 have been satisfied;
(C) the text of the Company Common Stock resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement, certified by an appropriate officer of Buyer;
(D) the Assignment and Assumption Agreement, duly executed by Buyer;
(E) if not contained in exchange the Assignment and Assumption Agreement, assumptions of leases or other appropriate documents for Real Property, computer equipment and other Acquired Assets under leases, duly executed by Buyer;
(F) the Transition Services Agreement, duly executed by Buyer; and
(G) such other certificates, documents and instruments that Seller reasonably requests for the Merger Consideration purpose of (including a certified check 1) evidencing the accuracy of Buyer’s representations and warranties, (2) evidencing the performance and compliance by Buyer with the agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.2 or checks in an amount equal to (4) otherwise facilitating the cash portion consummation of the Merger Considerationtransactions contemplated by this Agreement.
(c) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated All items delivered by the parties only pursuant at the Closing will be deemed to Section 12.01(b)(i)have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.
(d) Notwithstanding any investigation made by or on behalf of any of the parties to this Agreement or the results of any such investigation and notwithstanding the fact of, or the participation of such party in, the Closing, the representations, warranties and agreements in this Agreement will survive the Closing.
(e) The Confidentiality Agreement will terminate effective as of the Closing Date.
(f) Any sales, use, transfer, vehicle transfer, stamp, conveyance, value added or other similar Tax that may be imposed by any Governmental Entity, and all recording or filing fees, notarial fees and other similar costs of Closing with respect to the purchase and sale of the Acquired Assets, or otherwise on account of this Agreement or the transactions contemplated by this Agreement, will be paid by Seller and will not be part of the Assumed Liabilities or shown on the Closing Date Balance Sheet.
Appears in 1 contract
The Closing. On or before 2.3.1 The actions contemplated to consummate the IPO Pricing transactions under this Agreement shall take place on the Closing Date, which, unless otherwise agreed by Buyer and Seller, shall be no later than the parties hereto will second business day after all conditions precedent of Buyer and Seller which are set forth in this Agreement have been fully satisfied or have been waived in writing; provided, however, that if such conditions have not been satisfied or waived in time to close by December 10, 2004, the closing shall take all place on the later to occur of January 3, 2005 or the second business day after the conditions have been so satisfied. Notwithstanding the actual time of the day on the Closing Date at which the actions necessary contemplated to (i) effect the Merger (includingconsummate this Agreement shall occur, as permitted and unless otherwise agreed to by the Applicable Corporate CodeParties, the Closing shall be deemed to be effective as of and to occur, at 12:01 a.m. (ACentral Time, adjusted for daylight savings time, if applicable) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO day after the Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"“Effective Time”). The Delivery will Closing shall take place at the offices of King Xxxxxxxx & SpaldingXxxxx LLP, 191 Xxxxxxxxx Xxxxxxlocated at 000 Xxxx Xxxxxxxx Xxxxx, XxxxxxxChicago, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing DateIllinois 60601, or at such later time other location as may be agreed upon by the Parties.
2.3.2 Subject to the terms and conditions set forth in this Agreement, the Parties hereto shall consummate the following “Closing Transactions” on the IPO Pricing Date as RW Closing Date:
2.3.2.1 Seller shall specify deliver to Buyer the certificate(s) representing the Shares, duly endorsed for transfer or accompanied by written notice duly executed stock powers;
2.3.2.2 Buyer shall deposit the Escrow Amount into escrow with the Escrow Agent pursuant to the President terms and conditions set forth in the Escrow Agreement;
2.3.2.3 Buyer shall deliver by wire transfer to Seller the Purchase Price (as reduced by the Escrow Amount) payable to Seller in immediately available funds to an account designated at least two (2) Business Days prior to the Closing Date by Seller to Buyer in writing;
2.3.2.4 Each of the Company (Parties shall deliver the "Delivery Date"). The actions taken at the Delivery will not include the completion respective, certificates and other instruments required to be delivered by or on behalf of either the Merger or the delivery them under Articles VII and VIII hereof; and
2.3.2.5 Seller shall deliver to Buyer all corporate books and records and other property of each of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock Companies in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Seller’s possession.
Appears in 1 contract
The Closing. On or before Subject to the IPO Pricing Dateterms and conditions hereof, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing purchase and sale of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration Shares pursuant to Section 2.05 and this Agreement (iiithe “Closing”) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will shall take place at 10:00 a.m. (local time) at the offices of King & SpaldingXxxxxxx Procter LLP, 191 Xxxxxxxxx Xxxxxxxx Xxxxx, Xxxxxx, XxxxxxxXxxxxxxxxxxxx 00000, Xxxxxxx xx 10:00 a.m.as promptly as practicable following, Atlanta time on but in no event later than the IPO Pricing Datethird (3rd) Business Day following, the satisfaction or waiver of each of the conditions set forth in Section 7 and Section 8 hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at Closing), but in no event earlier than three (3) Business Days following the end of the Consent Solicitation Period, or at such later other time and place as the Buyer and the Sellers’ Representative may agree in writing; provided, however, that, if such third (3rd) Business Day is not the first day of the month, then the Buyer may elect, in its sole discretion, to delay the Closing until the first day of the following month (the day on which the Closing takes place, the “Closing Date”); provided, further, that, if the Buyer so elects to delay the Closing until the first day of the following month, during the period beginning on the IPO Pricing Date as RW shall specify calendar day following the third (3rd) Business Day after the satisfaction or waiver of each of the conditions set forth in Section 7 and Section 8 hereof (other than those conditions that by written notice their terms are to be satisfied at the Closing, but subject to the President satisfaction or waiver of the Company such conditions at Closing) (the "Delivery “Possible Closing Date"). The actions taken at ”) and ending on the Delivery will Closing Date, (a) none of RHC nor any of its Subsidiaries shall be liable for any unintentional breach of any representation or warranty under this Agreement, (b) the Buyer shall not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration be able to terminate this Agreement pursuant to Section 2.05. On 11.1 for any reason and (c) with respect to the IPO closing conditions set forth in Section 7.1 and Section 7.3, such conditions shall be required to be satisfied as of the Possible Closing Date, rather than the Certificate Closing Date; provided, however, that nothing in this Section 2.3 shall relieve the Sellers of Merger will be filed and will become effective pursuant any liability or obligation with respect to Section 2.02, and all transactions contemplated by any intentional breach of any covenant or obligation under this Agreement to be closed or completed on or before between the IPO Possible Closing Date and the Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).
Appears in 1 contract
The Closing. On or before (a) Subject to the IPO Pricing Dateprovisions of subsection 2.3(c) and subsection 5.1(b), the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO sale and purchase of the Assets (provided that Comsxxxx'x Xxxtificate of Merger the “Closing”) shall take place on July 12, 2012 (the “Closing Date”), TIME BEING OF THE ESSENCE with respect to such obligations hereunder on the Closing Date.
(b) The Closing shall be filed immediately prior held on the Closing Date at 10:00 A.M. (EDT) by mutually acceptable escrow arrangements. There shall be no requirement that the Seller and the Buyer physically attend the Closing, and all funds and documents to be delivered at the Closing shall be delivered to the Escrow Agent unless the parties hereto mutually agree otherwise. The Buyer and the Seller hereby authorize their respective attorneys to execute and deliver to the Escrow Agent any additional or supplementary instructions as may be necessary or convenient to implement the terms of this Agreement and facilitate the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby hereby, provided, however, that such instructions are conditioned consistent with and merely supplement this Agreement and shall not in any way modify, amend or supersede this Agreement.
(c) The Buyer shall have the right to adjourn the Closing for a period of up to 10 Business Days by delivery of written notice to the Sellers. Such notice shall be delivered to the Sellers no later than 5:00 p.m. EDT on July 11, 2012, shall state that the Buyer is exercising its right under this subsection 2.3(c) to adjourn the Closing Date, and shall specify the adjourned Closing Date. If the Buyer fails to deliver written notice which complies with the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time subsection 2.3(c) on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice prior to the President of date and time specified in the Company (immediately preceding sentence, then the "Delivery Date"). The actions taken at Buyer's right to adjourn the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration Closing Date pursuant to Section 2.05. On the IPO Closing Date, the Certificate this subsection 2.3(c) shall automatically terminate and be of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed no further force or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)
The Closing. On or before (a) Immediately following the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements consummation of the Applicable Corporate Code and transaction referenced in clause (2b) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of below, the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII Agreement (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King ------- Xxxxxxxx & SpaldingXxxxx LLP located at 000 Xxxx Xxxxxxxx Xxxxx, 191 Xxxxxxxxx XxxxxxChicago, XxxxxxxIllinois at 10:00 a.m. on August 31, Xxxxxxx xx 10:00 a.m.2004, Atlanta or, if any of the conditions to the Closing set forth in Article III (other than those to be satisfied at the ----------- Closing) have not been satisfied or waived by the party entitled to the benefit thereof, then on or prior to the third business day following satisfaction or waiver of all of the conditions to the Closing set forth in Article III other than those to be satisfied at the Closing or on such other ----------- date as is mutually agreeable to Buyer and the Company. The date and time on of the IPO Pricing Closing are referred to herein as the "Closing Date." ------------
(b) Immediately prior to the Closing, Buyer and the other parties thereto shall consummate the BC Merger Transaction. For the avoidance of doubt, it is agreed and understood that the aggregate purchase price paid by Buyer under the BC Merger Agreement shall, as further described in the BC Merger Agreement, be equal to the result obtained by multiplying (i) the number of Class A Units owned by BC by (ii) the Final Unit Price; provided, however, that the amount paid at the closing of the BC -------- ------- Merger Transaction shall be determined by substituting the Estimated Closing Unit Price for the Final Unit Price. Following the Effective Time, the Final Unit Price (to the extent not paid pursuant to the preceding sentence) shall be paid in respect of each such Class A Unit previously owned by BC in accordance with the terms of the BC Merger Agreement and the Escrow Agreement.
(c) Simultaneously with the Closing, Buyer shall deposit, for the benefit of the Sellers, the Escrow Amount into an escrow account (the "Escrow Account") established pursuant to the terms and conditions of the -------------- Escrow Agreement. Xxxxx Fargo Bank, National Association shall serve as the escrow agent (the "Escrow Agent") under the ------------ Escrow Agreement. Other than a final distribution, if any, owed to the Sellers in accordance with the terms of the Escrow Agreement, the Escrow Amount will be available solely to satisfy amounts owed to Buyer pursuant to Section 2.08 and Section 9.01(a), to satisfy amounts owed to the ------------ --------------- Representative as contemplated herein, to satisfy amounts owed to the Independent Auditor as contemplated herein and to satisfy amounts owed to the Escrow Agent in accordance with the terms of the Escrow Agreement.
(d) Simultaneously with the Closing, Buyer shall repay, or at such later time cause to be repaid, on the IPO Pricing Date as RW shall specify by written notice to the President behalf of the Company and the Subsidiaries, the Closing Indebtedness by wire transfer of immediately available funds as directed by the holders of Closing Indebtedness and cause all Liens securing or supporting the Closing Indebtedness to be released and terminated.
(e) Simultaneously with the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger Closing, Buyer shall pay, or the delivery cause to be paid, on behalf of the Company Common Stock or and the Merger Consideration pursuant to Section 2.05. On the IPO Closing DateSubsidiaries, the Certificate German Funding Amount by wire transfer of Merger will be filed and will become effective pursuant to Section 2.02immediately available funds as directed by the Company for purposes of funding outstanding pension liabilities under the German Plans.
(f) Simultaneously with the Closing, and all transactions contemplated by this Agreement Buyer shall pay, or cause to be closed or completed paid, on or before the IPO Closing Date, including the surrender behalf of the Sellers and the Company Common Stock in exchange for (as applicable), the Merger Consideration (including a certified check or checks in an amount equal to the cash portion Transaction Expenses by wire transfer of the Merger Consideration) will be closed or completed, immediately available funds as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated directed by the parties only pursuant to Section 12.01(b)(i)Company.
Appears in 1 contract
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (a) The Closing (i) effect Subject to the Merger terms and conditions set forth in this Agreement the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of 400 shares of Preferred Stock (including, "Shares") and certain Common Stock purchase warrants as permitted by the Applicable Corporate Code, (A) the execution described below in this Section for an aggregate purchase price of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the $4,000,000. The closing of the IPO purchase and sale of such securities (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "DeliveryClosing"). The Delivery will ) shall take place at the offices of King Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & SpaldingXermxx XXX ("Robixxxx Xxxvxxxxx"), 191 Xxxxxxxxx Xxxxxx1290 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx 00000, Atlanta time xxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the IPO Pricing Datesignature page to this Agreement by 10,000, or at (2) a Common Stock purchase warrant, in the form of Exhibit C-1, registered in the name of such later time Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the IPO Pricing Date as RW signature page to this Agreement (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall specify by written notice have the right to acquire shares of Common Stock pursuant to the President terms thereof (collectively, the "Vesting Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Higham, McConnell& Dunnxxx XXX, outside counsel to the Company in the form of Exhibit D, (4) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Delivery DateRegistration Rights Agreement"). The actions taken at , and (5) Transfer Agent Instructions, in the Delivery will not include the completion form of either the Merger or the delivery of Exhibit E, executed by the Company Common Stock or and delivered to and acknowledged by the Merger Consideration pursuant Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to Section 2.05. On this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02Company for such purpose, and all transactions contemplated by (2) an executed copy of this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)and Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. On Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 10, and subject to the satisfaction or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements waiver of the Applicable Corporate Code conditions set forth in Sections 6, 7 and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of 8, the closing of the IPO (provided that Comsxxxx'x Xxxtificate transactions contemplated herein and under the Transaction Agreements shall take place at 10:00 a.m. Boston time on the first Monday following the satisfaction or waiver of Merger shall all of the conditions required to be filed immediately satisfied at or prior to the closing Closing (except that if such conditions are satisfied or waived prior to December 2, 1996, such conditions shall not for this purpose be deemed to be satisfied or waived until the earlier of December 2, 1996 and the IPOexecution of definitive financing documents pursuant to the Financing Commitments (as defined in Section 3.7)), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place Monday is at least three business days after such satisfaction or waiver, at the offices of King Ropes & SpaldingGray, 191 Xxxxxxxxx XxxxxxOne International Place, XxxxxxxXxstxx, Xxxxxxx xx 10:00 a.m.Xxxxxxxxxxxxx, Atlanta time on xxxxxx xxxxxxx xxxx, xxxe or place is agreed to in writing by the IPO Pricing Dateparties hereto, but in no event later than December 23, 1996, provided that such date may be deferred to a date no later than January 27, 1997 that is the first Monday that is at least three business days after the expiration or at termination of any waiting periods under the HSR Act, if applicable, and provided further that if TJX or Seller shall deliver supplemental information to Buyer pursuant to Section 5.3, then such closing date shall be the later time on of (a) the IPO Pricing Date as RW shall specify by written notice date determined pursuant to the President foregoing provisions of this sentence and (b) the Company first Monday that is at least five days after the date on which such supplemental information was delivered to Buyer (such date being referred to as the "Delivery Date"). The actions taken at At such closing, Seller shall deliver to Buyer those documents specified in Sections 7.3 and 7.4 hereof, against payment of the Delivery will not include the completion of either the Merger or the Estimated Cash Purchase Price (as defined in Section 1.4) to Seller by wire transfer in immediately available funds and delivery of the Company Common Stock or Buyer Notes to Seller. Notwithstanding the Merger Consideration pursuant to Section 2.05. On foregoing, upon the IPO Closing Delivery Date, the Certificate of Merger will closing shall be filed and will become effective pursuant deemed to Section 2.02occur at midnight on the Saturday preceding the Delivery Date, and which time is herein referred to as the "Closing" for all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Datepurposes, including the surrender allocation or assumption of assets, benefits and liabilities to be purchased, transferred or assumed hereunder and the Company Common Stock in exchange status of employees as employees of Seller or Buyer hereunder; provided, however, that solely for the Merger Consideration (including a certified check or checks purpose of determining whether the conditions set forth in an amount equal Sections 6, 7 and 8 have been fulfilled, the Closing shall be deemed to be the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date Monday referred to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)above.
Appears in 1 contract
The Closing. On or before (a) The closing of the IPO Pricing DateNon-Voting Exchange (the “Closing”) will take place remotely via the electronic exchange of documents and signature pages, as the parties hereto will may agree. The Closing shall take all actions necessary place on February 24, 2017; provided, however, that the conditions set forth in Sections 1.1(c), (d) and (e) shall have been satisfied or waived, or at such other place, time and date as shall be agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”
(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.1, at the Closing (i) effect the Merger Company will cause the transfer agent for the Voting Common Stock to register the Exchange Shares in the name of the Investor and deliver reasonably satisfactory evidence of such registration to the Investor and (includingii) the Investor will deliver the certificate(s) or book-entry shares representing the Non-Voting Shares to the Company.
(c) The respective obligations of each of the Investor and the Company to consummate the Non-Voting Exchange are subject to the fulfillment (or waiver by the Company and the Investor, as permitted applicable) prior to the Closing of the conditions that (i) any approvals, non-objections or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Non-Voting Exchange shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit consummation of the Non-Voting Exchange as contemplated by this Agreement or impose material limits on the ability of any party to this Agreement to consummate the transactions contemplated by this Agreement. 1 30136630
(d) The obligation of the Investor to consummate the Non-Voting Exchange is also subject to the fulfillment (or waiver by the Applicable Corporate Code, Investor) at or prior to the Closing of each of the following conditions:
(i) (A) the execution of a Certificate of Merger
(1) meeting the requirements representations and warranties of the Applicable Corporate Code Company set forth in Article III of this Agreement shall be true and (2) providing that correct in all material respects as though made on and as of the Merger will become effective on date of this Agreement and as of the IPO Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger Company shall have performed in all material respects all obligations required to be filed immediately performed by it under this Agreement at or prior to the closing of the IPO), Closing;
(ii) verify the existence and ownership Investor shall have received a certificate signed on behalf of the certificates evidencing Company by an executive officer certifying to the Company Common Stock to be exchanged for effect that the Merger Consideration pursuant to conditions set forth in Section 2.05 and 1.1(d)(i) have been satisfied;
(iii) satisfy the document delivery requirements to which the obligations Company shall have delivered evidence of issuance in book-entry form of the parties Exchange Shares to effect the Merger and Investor;
(iv) the other transactions contemplated hereby are conditioned Exchange Shares shall have been authorized for listing on The NASDAQ Global Select Market (“NASDAQ”), subject to official notice of issuance, if required; and
(v) the issuance of the Exchange Shares will not cause the number of shares of Voting Common Stock owned by the provisions Investor, taking into account the Exchange Shares, to exceed 4.9% of this Article VII the issued and outstanding shares of Voting Common Stock.
(all those actions collectively being the "Delivery"). e) The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President obligation of the Company (to consummate the "Delivery Date"). The actions taken Non-Voting Exchange is also subject to the satisfaction or waiver, at or prior to the Delivery will not include the completion of either the Merger or the delivery Closing, of the Company Common Stock or following conditions:
(i) (A) the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate representations and warranties of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by Investor set forth in Article IV of this Agreement shall be true and correct in all material respects as though made on and as of the date of this Agreement and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (B) covenants and obligations of Investor to be closed performed or completed observed on or before the IPO Closing Date, including the surrender of Date under this Agreement will have been performed or observed in all material respects; and
(ii) the Company Common Stock in exchange for the Merger Consideration (including shall have received a certified check certificate signed on behalf of Investor by an executive officer or checks in an amount equal managing principal certifying to the cash portion of effect that the Merger Considerationconditions set forth in Section 1.1(e)(i) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)have been satisfied.
Appears in 1 contract
Samples: Exchange Agreement (WashingtonFirst Bankshares, Inc.)
The Closing. On (a) The Closing (herein called the “Closing”) of this transaction shall take place by escrow with Title Company at the offices of Seller’s counsel, Xxxxxx Xxxxxx Xxxxx Xxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx May 15, 2005 (the “Closing Date”), unless extended by the terms of this Agreement, or before the IPO Pricing Date, at such other time and place as the parties hereto will take all actions necessary may agree upon in writing. Purchaser shall have the right, from time-to-time, to elect to extend the Closing Date to no later than July 15, 2005 (the “Outside Closing Date”) upon (i) effect delivery of written notice to Seller within five (5) days prior to the Merger originally scheduled Closing Date, and (includingii) remittance to the Title Company of an additional Seven Hundred Fourteen Thousand Three Hundred Dollars ($714,300.00) to be held and maintained by Title Company as Xxxxxxx Money in accordance with the terms of the Escrow Agreement
(b) At the Closing (or at such earlier times as otherwise specified in this Agreement), Seller shall deliver (or cause to be delivered) to Title Company (for disbursement to Purchaser, as permitted by the Applicable Corporate Code, (Aapplicable) the execution of a Certificate of Mergerfollowing:
(1) meeting A certificate or certificates representing the requirements of the Applicable Corporate Code and Shares endorsed over to Purchaser, accompanied by duly executed stock powers;
(2) providing The date down endorsement and non-imputation endorsement affidavits described above, together with any other affidavits requested by the title company, to enable Title Company to issue the Title Policy;
(3) An ALTA Statement, if required;
(4) A FIRPTA certificate or other applicable certificate issued by the applicable taxing authorities in the United States Virgin Islands equivalent of FIRPTA in connection with the purchase of the Shares and demonstrating that Seller is not subject to any withholding requirements under applicable law (it being understood that, if Seller is subject to withholding requirements under applicable law, then Purchaser shall withhold as required by applicable law or in accordance with any reduced rate set forth in the Merger certificate, and the amount so withheld will become effective on be treated as if paid to Seller under this Agreement);
(5) To the IPO Closing extent not previously delivered to Purchaser and to the extent the same are in Seller’s or Owner’s possession or control, an original copy of each of the Contracts and the Permits and Approvals, including, without limitation, any contracts entered into by Owner after the Effective Date and in accordance with Section 10 hereof, if any;
(B6) All plans and specifications concerning the Property in Seller’s or Owner’s possession and control;
(7) A closing statement;
(8) Resolutions of Seller and Owner, in each case certified by the secretary of such entity as having been duly and validly adopted and in full force and effect authorizing the execution and delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger this Agreement and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement Agreement;
(9) Certificates of good standing (or equivalent) of Seller issued by the Registrar of Companies of the Cayman Islands and of Owner issued by the Office of the Lieutenant Governor, Corporate Division, of the US Virgin Islands not more than thirty (30) days prior to be closed or completed on or before the IPO Closing Date, including the surrender and certified copies of the Company Common Stock Articles of Incorporation and Bylaws of the Seller and Owner, dated as of the Closing;
(10) All of Owner’s minute books, stock ledgers and similar corporate records;
(11) Clearance certificates or similar documents required by the U.S. Virgin Islands or any applicable taxing authority in exchange for the Merger Consideration (including a certified check or checks in an amount equal order to the cash relieve Purchaser of any obligation to withhold any portion of the Merger Considerationpurchase price;
(12) will be closed or completedA Uniform Commercial Code lien search in the appropriate records of the U.S. Virgin Islands, showing that there were no financing statements naming Seller, as debtor, affecting the case may be. During Shares, as of the period from the Delivery Date Closing or a date that is not more that fifteen (15) days prior to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).Closing;
Appears in 1 contract
The Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall, purchase from the Company, the Securities for the purchase price of one million dollars ($1,000,000). The closing of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Berlack, Israels & Liberman LLP ("Berlack Israels"), 120 West 45th Street, New York, Xxx Xxrk 10030, xxxxdiately follxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date".
(ii) On or before the IPO Pricing Closing Date, the parties hereto will take all actions necessary shall deliver or shall cause to (i) effect be delivered the Merger (including, as permitted by the Applicable Corporate Code, following: (A) the execution of a Certificate of Merger
Company shall deliver to the Purchaser: (1) meeting a certificate representing the requirements Shares registered in the name of the Applicable Corporate Code and Purchaser, (2) providing that the Merger will become effective on Warrant, registered in the IPO Closing Date name of the Purchaser, (3) an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, a form of which is attached hereto as Exhibit B (Bthe "Registration Rights Agreement"), (4) a copy of the delivery of that Certificate of Merger with a filing service that will file such Designations (as defined below) and the Certificate of Merger with Incorporation of the Department Company certified by the Secretary of State of the State of IndianaDelaware; (5) upon notification of incumbency certificates dated the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged Closing Date for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President officers of the Company executing any of the Transaction Documents and any documents delivered in connection with the Transaction Documents and the Closing; (6) a certificate of the Secretary or an Assistant Secretary of the Company, dated as of the Closing Date, certifying as to attached copies of the Certificate of Incorporation, Bylaws and resolutions adopted by the Board of Directors of the Company authorizing the Certificate of Designation, the execution and delivery by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby, including the issuance and sale of the Shares and the reservation for issuance of the Underlying Shares (as hereafter defined); (7) a certificate of the Secretary of State of the State of Delaware dated within 10 days of the Closing, certifying that the Company is in good standing in the State of Delaware; (8) an opinion dated the Closing Date of Berlack, Israels & Liberman LLP, counsel to the Company in the form attached hereto xx Xxxxbit D; and (9) a Voting Agreement executed by John Richardson, in the form attached hereto as Exhibit E (the "Delivery DateXxxxxx Xxxxxxxxt"). The actions taken at , and (10) such other certificates or documents as the Delivery will not include Purchaser or its counsel may reasonably request relating to the completion transactions contemplated hereby, and (B) the Purchaser shall deliver to the Company: (1) the purchase price of either the Merger or the delivery of one million dollars ($1,000,000) in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02for such purpose, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date(2) an executed Registration Rights Agreement, including the surrender of the Company Common Stock in exchange for the Merger Consideration and (including a certified check or checks in 3) an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)executed Voting Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Cimnet Inc/Pa)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (i) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery will “Closing”) shall take place at the offices of King Xxxxxxxx & SpaldingXxxxx LLP, 191 located at 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxx xx 10:00 a.m.Xxx Xxxx, Atlanta time as soon as practicable following the satisfaction or waiver of the conditions set forth in Article II (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of those conditions) (the date on which such satisfaction or waiver occurs, the IPO Pricing “Condition Satisfaction Date”) but in no event later than the third business day following the Condition Satisfaction Date, or at on such other date and time as Buyer, Seller and the Company shall mutually agree; provided, that (a) in no event shall the Closing occur prior to December 15, 2009 without the prior written consent of Buyer so long as Buyer is not in breach of its obligations hereunder and (b) if the Condition Satisfaction Date occurs on or prior to December 31, 2009, subject to the next succeeding proviso, in no event shall the Closing be later time than December 31, 2009; provided, further, that notwithstanding the occurrence of the Condition Satisfaction Date or the foregoing provisions of this Article 1.03, the parties shall not be required to effect the Closing until the earliest of (a) a date during the Marketing Period specified by Buyer on the IPO Pricing Date as RW shall specify by no less than three business days’ prior written notice to Seller and (b) the President fifth business day after the final day of the Company (the "Delivery Date")Marketing Period. The actions taken at the Delivery will not include the completion of either the Merger or the delivery date of the Company Common Stock or Closing is herein referred to as the Merger Consideration pursuant to Section 2.05. On the IPO “Closing Date, .” The Closing shall be deemed to occur at 12:01 a.m. on the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender . Time shall be of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal essence with respect to the cash portion obligations of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i).hereto under Article I.
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Samples: Stock Purchase Agreement (Pinnacle Foods Finance LLC)
The Closing. On (a) THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchasers and the Purchasers shall, severally and not jointly, purchase an aggregate of up to 60,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase warrants as described below in this Section for an aggregate purchase price of up to $6,000,000. The purchase and sale of such securities shall take place at one or before more closings (collectively, the IPO Pricing Date"CLOSING") at the offices of Ellenoff Grossman & Schole LLP ("EG&S"), 370 Lexington Avenue, New York, New Xxxx 00017, immediately followinx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx xx xates as the parties shall agree. The date of each Closing is hereinafter referred to as a "CLOSING DATE."
(ii) At each Closing, the parties hereto will take all actions necessary shall deliver or shall cause to (i) effect be delivered the Merger (including, as permitted by the Applicable Corporate Code, following: (A) the execution of a Certificate of Merger
Company shall deliver to each Purchaser (1) meeting a stock certificate registered in the requirements name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement and an executed Registration Rights Agreement, dated as of the Applicable Corporate Code date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of EG&S, in the form of EXHIBIT F attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT G (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by the provisions an executed copy of this Article VII (all those actions collectively being the "Delivery"). The Delivery will take place at the offices of King & Spalding, 191 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx xx 10:00 a.m., Atlanta time on the IPO Pricing Date, or at such later time on the IPO Pricing Date as RW shall specify by written notice to the President of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed Agreement and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement to be closed or completed on or before the IPO Closing Date, including the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) will be closed or completed, as the case may be. During the period from the Delivery Date to the IPO Closing Date, this Agreement may be terminated by the parties only pursuant to Section 12.01(b)(i)Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock and Common Stock Warrant Purchase Agreement (Syscan Imaging Inc)
The Closing. On or before the IPO Pricing Date, the parties hereto will take all actions necessary to (ia) effect the Merger (including, as permitted by the Applicable Corporate Code, (A) the execution of a Certificate of Merger
(1) meeting the requirements of the Applicable Corporate Code and (2) providing that the Merger will become effective on the IPO Closing Date and (B) the delivery of that Certificate of Merger with a filing service that will file such Certificate of Merger with the Department of State of the State of Indiana) upon notification of the The closing of the IPO (provided that Comsxxxx'x Xxxtificate of Merger shall be filed immediately prior to the closing of the IPO), (ii) verify the existence and ownership of the certificates evidencing the Company Common Stock to be exchanged for the Merger Consideration pursuant to Section 2.05 and (iii) satisfy the document delivery requirements to which the obligations of the parties to effect the Merger and the other transactions contemplated hereby are conditioned by this Agreement (the provisions of this Article VII (all those actions collectively being the "Delivery"). The Delivery “Closing”) will take place at the offices of King Dxxxx Xxxxxx & SpaldingSxxxxx LLP, 191 Xxxxxxxxx Suite 500, 1000 Xxxxxxxxxxx Xxxxxx, XxxxxxxXxxxxx, Xxxxxxx xx 10:00 a.m.Xxxxxxxx 00000, Atlanta time at 9:00 a.m. (Denver time) on February 1, 2010 or as soon thereafter as reasonably possible following satisfaction of the IPO Pricing conditions set forth in Article VIII (the “Closing Date, ”) or at such later time other place and on such other date as may be mutually agreed by Buyer and Seller, in which case Closing Date means the date so agreed. The failure of the Closing will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement. The Closing will be effective as of 12:00 a.m. (Denver time) on the IPO Pricing Closing Date.
(b) Subject to the conditions set forth in this Agreement, on the Closing Date:
(i) Seller will deliver to Buyer:
(A) certificates representing all of the Company Shares, free and clear of all encumbrances, duly endorsed or accompanied by duly executed stock powers;
(B) a certificate of an appropriate officer of Seller dated the Closing Date stating that the conditions set forth in Section 8.1 have been satisfied; and
(C) the Employee Leasing Agreement, duly executed by Apollo Gold Corporation.
(ii) Buyer will deliver or cause to be delivered to Seller:
(A) Evidence satisfactory to Seller in its sole discretion that Buyer is the sole owner of the Notes and the Deeds of Trust and that no other party, including the Lenders, shall have any rights in respect thereof;
(B) a duly executed and acknowledged (by each party requested by Seller) Assignment of Promissory Note and Deed of Trust with respect to each of the Loans in the form attached hereto as RW shall specify Exhibit E, including the recordable Assignment of Deed of Trust attached thereto (the “Instrument of Assignment”) along with any affidavit or other instrument reasonably requested by written the issuer of the Loan Policies in order to issue the endorsement described in Section 8.2(j);
(C) a duly executed endorsement (by each party requested by Seller) to the Original Caribou Notes, the Additional Unsecured Note and the Congo Note without recourse evidencing each of the Original Caribou Loan and the Congo Loan, respectively, in the form attached hereto as Exhibit F (the “Endorsement”);
(D) the Additional Unsecured Note, duly executed by Calais and satisfactory, in the sole discretion of Seller, to evidence that the Additional Unsecured Loan is a valid, binding obligation enforceable against Calais (in favor of Seller) in accordance with the terms set forth therein;
(E) the executed originals of the Original Caribou Notes and the Congo Note and copies of all related documents, instruments and files related to the Loans and the Notes, if not previously delivered to Seller;
(F) the original of Buyer’s current lender’s title policies with respect to the Real Property to the extent not previously delivered (the “Loan Policies”);
(G) copies of all existing and proposed easements, covenants, restrictions, agreements, leases or other documents which affect title to the Real Property that are known by Buyer and that are not disclosed by the Loan Policies;
(H) a duly executed notice to the President Borrowers that the Loans have been transferred to Seller and directing Borrowers to make all future payments under the Loans to Seller;
(I) any other recorded closing documents as are customary for transactions of this type and reasonably requested by Seller;
(J) a certificate of an appropriate officer of Buyer dated the Closing Date stating that the conditions set forth in Section 8.2 have been satisfied;
(K) evidence reasonably satisfactory to Seller that the Required Insurance and the Required Surety are in place and effective; and
(L) the Employee Leasing Agreement, duly executed by the Company and Buyer. All actions to be taken by Buyer in connection with consummation of the Company (the "Delivery Date"). The actions taken at the Delivery will not include the completion of either the Merger or the delivery of the Company Common Stock or the Merger Consideration pursuant to Section 2.05. On the IPO Closing Date, the Certificate of Merger will be filed and will become effective pursuant to Section 2.02, and all transactions contemplated by this Agreement and all certificates, opinions, instruments and other documents required to be closed or completed on or before delivered by Buyer to effect the IPO Closing Date, including transactions contemplated by this Agreement and the surrender of the Company Common Stock in exchange for the Merger Consideration (including a certified check or checks in an amount equal to the cash portion of the Merger Consideration) Ancillary Agreements will be closed or completed, as the case may be. During the period from the Delivery Date in form and substance reasonably satisfactory to the IPO Closing Date, this Agreement may be terminated Seller and its counsel.
(c) All items delivered by the parties only pursuant at the Closing will be deemed to Section 12.01(b)(i)have been delivered simultaneously, and no items will be deemed delivered or waived until all have been delivered.
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