Transactions and Documents at Closing. (a) At the Closing:
(i) Seller shall convey to Purchaser all of Seller's right, title and interest in and to the Transferred Assets, free and clear of any and all liens, claims, charges and encumbrances, and in furtherance thereof shall deliver to Purchaser one or more General Bills of Sale and Assignment in substantially the form attached hereto as Exhibit B, together with such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as Purchaser and its legal counsel shall reasonably request, including but not limited to any forms or assignments required to transfer to Purchaser the IP Patents and IP Trademarks, and all registrations thereof; and
(ii) upon such delivery by Seller: Purchaser shall (A) pay the Closing Payment, in accordance with and subject to the provisions of Section 1.4(b)(i) above; and Purchaser shall assume the Assumed Liabilities by delivering to Seller one or more Assumption Agreements in substantially the form attached hereto as Exhibit C.
(b) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing).
(c) Each party shall, at the request of any other party from time to time and at any time, whether on or after the Closing Date, and without further consideration, execute and deliver such deeds, assignments, transfers, assumptions, conveyances, powers of attorney, receipts, acknowledgements, acceptances and assurances as may be reasonably necessary to procure for the party so requesting, and its successors and assigns, or for aiding and assisting in collecting and reducing to possession, any and all of the Transferred Assets or the Assumed Liabilities, or otherwise to satisfy and perform the obligations of the parties hereunder.
Transactions and Documents at Closing. (a) At the Closing:
(i) Sellers shall convey to Purchaser the Interests, free and clear of any and all Encumbrances other than the Permitted Restrictions (each as hereinafter defined in Section 3.3), and in furtherance thereof Sellers shall deliver to Purchaser an executed Member Interest Power in substantially the form attached hereto as Exhibit A ("Member Interest Power");
(ii) Preferred Stock Seller shall deliver to Purchaser a duly authorized and executed Preferred Stock Purchase Agreement, pursuant to which Preferred Stock Seller shall assign its right to receive the Stock Consideration in exchange for the consideration set forth in the Preferred Stock Purchase Agreement;
(iii) The Sellers shall deliver to Purchaser a duly authorized and executed Preferred Stock Assignment Agreement;
(iv) At the Closing, Sellers shall deliver to Purchaser:
(A) certificates representing the Interests, accompanied by Member Interest Powers duly executed in blank or such other duly executed instruments of transfer as may be reasonably requested by the Purchaser;
(B) certified copies of the Certificates of Formation and Limited Liability Company Agreements of Metal Resources and the Company, each as amended to date;
(C) written resignations of all of the managers and officers of Metal Resources;
(D) releases from any Person that shall be paid Unsatisfied Seller Expenses pursuant to Section 1.2(a) and the Payoff Letters reflecting all outstanding Company Indebtedness to be repaid at Closing and any necessary UCC termination statements or other releases as may be reasonably required to evidence the satisfaction of Company Indebtedness;
(E) each of the consents as set forth on Schedule 3.6;
(F) certificates of good standing for Metal Resources and the Company issued by the Secretary of State of the State of Delaware;
(G) a certificate from an officer of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, to the effect that the conditions set forth in Sections 6.2 and 6.3 have been satisfied;
(H) all other documents, instruments and writings reasonably requested by Purchaser (not less than five (5) business days prior to Closing) that are to be delivered by Sellers at or prior to the Closing Date pursuant to this Agreement, or otherwise in connection herewith; and
(v) In addition to the Assignment and Assumption Agreement described in Section 1.8(a)(i) above, at the Closing, Purchaser shall deliver to the Sellers:
(A) the Initi...
Transactions and Documents at Closing. (a) At the Closing, the Seller shall deliver to Purchaser certificates evidencing the CTSI Shares, duly endorsed in blank or accompanied by duly executed stock transfer powers, and upon such delivery Purchaser shall: (i) pay to the Seller the Purchase Price Cash Component; (ii) deliver to the Seller the Promissory Note; and (iii) deliver to the Seller the Parent Common Stock contemplated by Section 2.04, All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except for any of the same as to which the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
(b) From time to time and at any time, at either Party's reasonable request, whether on or after the Closing Date, and without further consideration, the Parties shall execute and deliver such further documents and instruments of conveyance and transfer and shall take such further reasonable actions as may be necessary or convenient to transfer and convey to Purchaser all of the Seller's right, title and interest in and to the CTSI Shares, free and clear of any and all liens, claims, charges and encumbrances, or as may otherwise be necessary or convenient to carry out the intent of this Agreement.
Transactions and Documents at Closing. (a) Seller shall deliver to the Purchaser certificates representing the Shares, duly endorsed for transfer, with signatures guaranteed by a bank or trust company and all required stock transfer stamps, if any, affixed, in each case free and clear of all Liens.
(b) Purchaser shall pay to Seller the Purchase Price by wire transfer of immediately available federal funds to the demand deposit account in the United States designated by Seller to Purchaser at least three (3) Business Days prior to the Closing Date.
(c) All deliveries, payments and other transactions and documents relating to the Closing shall be interdependent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived in writing satisfaction or performance thereof as a condition precedent to Closing).
(d) From time to time and at any time, at any party's reasonable request, whether on or after the Closing Date, and without further consideration, each party shall execute and deliver such further documents and instruments of conveyance, assignment, and transfer and shall take such further reasonable actions as may be reasonably necessary or desirable to carry out the intent of this Agreement.
Transactions and Documents at Closing. At the Closing, Assignor shall deliver to Assignee the stock certificate representing the Shares, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank.
Transactions and Documents at Closing. (a) At the Closing:
(i) The Company and REP, as applicable, shall deliver or cause to have been delivered the following documents and take or cause to be taken the following actions:
(A) Company shall deliver and file the Certificate of Merger with the Secretary of State of the State of Delaware to effect the Merger;
(B) from REP, the Escrow Agreement duly executed by such parties;
(C) from REP, the Exchange Agreement duly executed by such parties;
(D) from each of the Persons (A) identified on Schedule 5.2(a)(i)(D) attached hereto an executed offer letter in the form attached hereto as Exhibit G-1 (the “Offer Letter”) and (B) identified on Schedule 5.2(a)(i)(D) attached hereto an executed non-compete agreement in the form attached hereto as Exhibit G-2 (the “Non-Compete Agreement”, together with the Offer Letter, the “Employment Documents”);
(E) from Xxxxxx Godward Kronish LLP, legal counsel to Company, a legal opinion addressed to EFX dated the Closing Date in the form attached hereto as Exhibit H;
(F) from each director and officer of Company, his or her written resignation in respect of his or her positions with Company; and
(G) from each Person identified on Schedule 11.1(g), their written consent as required by Section 11.1(g).
(b) At the Closing:
(i) EFX shall deliver or cause to have been delivered the following documents and take or cause to be taken the following actions:
(A) from EFX and Merger Sub to the Exchange Agent by wire transfer of immediately available funds, the Exchange Fund Amount;
(B) from EFX, the Escrow Agreement duly executed by EFX;
(C) from EFX, the Exchange Agreement duly executed by EFX; and
(D) from EFX, the Offer Letters duly executed by EFX.
(c) At the Closing:
(i) Company, EFX and Merger Sub shall cause the Exchange Agent to take or cause to be taken the following actions:
(A) distribute to EFX an aggregate amount from the Exchange Fund equal to any applicable Withholding Taxes related to the holders of Company Options (but not including any Withholding Taxes relating to such holders’ Per Share Escrow Amounts);
(B) distribute to the applicable Persons amounts from the Exchange Fund equal to the Funded Indebtedness owing to such Persons, pursuant to Section 11.1(l);
(C) distribute to the applicable Persons amounts from the Exchange Fund equal to the Transaction Expenses owing to such Persons, pursuant to Section 11.1(k); and
(D) distribute to the Escrow Agent the Escrowed Amount and the Securityholders’ Representative Fund...
Transactions and Documents at Closing. (a) Parent and Purchaser's Deliveries. At the Closing, Parent and Purchaser shall remit the Stock Consideration, and shall execute and deliver to the Company the documents described in the DISCLOSURE SCHEDULES. Remission of the Stock Consideration shall be deemed to have been made if the Parent causes a letter of instruction to be transmitted to the Parent's transfer agent and registrar at the Closing instructing such transfer agent and registrar to issue a certificate representing the Stock Consideration, and mail the same to the Escrow Agent to hold in accordance with the Escrow Agreement.
Transactions and Documents at Closing. Upon signing this Agreement, each Stockholder has surrendered, or shall deliver an irrevocable instruction to its custodian, as applicable, directing it to deliver, its Exchange Shares, together with an executed stock power, to be held in escrow by Wachovia Bank, N.A. ("Wachovia"), transfer agent for the Company, until completion of the Offering. Immediately following the closing of the Offering, Wachovia shall release the Exchange Shares from escrow to the Company and the Company shall issue and deliver to each Stockholder, or to their custodian, as directed by the applicable Stockholder, a certificate for the Shares specified on Annex I. If the Purchase Agreement is terminated or the closing of the Offering does not occur prior to July 31, 2004, Wachovia shall release the Exchange Shares to the applicable Stockholders or their custodian, if applicable.
Transactions and Documents at Closing. At the Closing, subject to payment of the Purchase Price in accordance with this Agreement, the Shareholders shall: (i) deliver to Buyer the share certificates representing the THL Shares, and (ii) execute and deliver such instruments of transfer for the THL Shares as shall be customary under English law; in each case as necessary to vest in Buyer good and marketable title to the THL Shares, free of all Liens. In addition, the Shareholders shall carry out and comply with the closing procedures and requirements set forth in Schedule 3.1.
Transactions and Documents at Closing. At the Closing, subject to payment of the Purchase Price in accordance with this Agreement, Seefracht shall: (i) deliver to Buyer the share certificates representing the Seefracht Shares, and (ii) execute and deliver such instruments of transfer for the Seefracht Shares as shall be customary under English law; in each case as necessary to vest in Buyer good and marketable title to the Seefracht Shares, free of all Liens.
