Transactions at Closing Sample Clauses
Transactions at Closing. At the Closing, subject to the terms and conditions hereof:
Transactions at Closing. (a) At the Closing, the Sellers will deliver or cause to be delivered to the Buyer the following:
(i) stock certificates, evidencing all, and not less than all, of the Acquired Shares, in each case duly endorsed in blank or accompanied by stock powers duly executed in blank, and with all required stock transfer tax stamps affixed, or if such stock certificates are not then available, affidavits of loss and indemnity agreements in lieu thereof in form and substance reasonably acceptable to the Buyer;
(ii) all minute books and stock transfer books of each of the Acquired Companies;
(iii) one or more receipts acknowledging receipt of the aggregate Purchase Price;
(iv) a legal opinion addressed to the Buyer, in form reasonably acceptable to the Buyer, that each of the Sellers is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby;
(v) REITCO shall contribute the Note dated as of August 7, 1998 in the principal amount of $6,215,720, together with an assignment, in recordable form, the related Leasehold Deed of Trust dated as of August 7, 1998 to either MGG or MGG II (or their designee); and
(vi) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.3 hereof.
(b) At the Closing, the Buyer will deliver or cause to be delivered to the Sellers the following:
(i) the Purchase Price, by wire transfer in cash of immediately available funds pursuant to, and in the manner set forth in, Section 1.3 hereof; and
(ii) each of the certificates and other documents required to be delivered at the Closing pursuant to Section 7.2 hereof.
Transactions at Closing. At the Closing, each of the following transactions shall occur:
Transactions at Closing. At the Closing and subject to the fulfillment of the closing conditions contained in Section 7 below, the following transactions will occur, which transactions will be deemed to take place simultaneously and no transaction will be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
4.2.1 The Company will deliver to the Investors the following documents:
(i) True and correct copy of the minutes of the extraordinary general meeting of the shareholders of the Company, in the form attached hereto as Schedule 4.2.1(i)(A), approving, among other things: (i) the adoption of the Amended Articles, in the form attached hereto as Schedule 4.2.1(i)(B); (ii) the reclassification of the authorized share capital of the Company as described in the Amended Articles, and (iii) the execution of this Agreement and all of its exhibits and schedules, and the transactions contemplated hereby and thereby; together with a duly completed notice, in the form attached hereto as Schedule 4.2.1(i)(C), ready for filing with the Israeli Registrar of Companies (the “Registrar”).
(ii) True and correct copy of the resolution of the Company's Board, in the form attached hereto as Schedule 4.2.1(ii)(A), approving, among other things: (i) the execution of this Agreement and all of its exhibits and schedules, and the transactions contemplated hereby and thereby; (ii) the issuance and allotment by the Company of the CCA Shares, the First Installment Shares to the Investors and the respective Warrants (covering, in the aggregate, 20% of the number of First Installment Shares actually purchased and paid for) against payment of the First Installment, and (iii) the issuance in principle to the Investors of the Second Installment Shares and additional Warrants (covering, in the aggregate, 20% of the number of Second Installment Shares actually purchased and paid for), on the dates the Investors will actually pay to the Company each applicable portion of the Second Installment (and subject to such payment); together with a duly completed notice of such issuance to the Registrar, in the form attached hereto as Schedule 4.2.1(ii)(B), ready for filing with the Registrar.
(iii) Validly executed share certificates covering the CCA Shares and the First Installment Shares, issued in the name of the Investors, in the form attached hereto as Schedule 4.2.1(iii).
(iv) A copy of the Company’s Register of Shareholders, where...
Transactions at Closing. (a) At the Closing, Buyer and/or Globalstar, as applicable, shall deliver to Sellers and/or Loral Space, as applicable, against delivery by Sellers and or Subsidiaries of the items described in Section 10(b) below:
(i) The Purchase Price as set forth in Section 1(b);
(ii) The executed Transfer Agreement and the executed Amendment;
(iii) Certified copies of resolutions of the sole owner of Buyer authorizing the transactions referred to herein; and
(iv) Evidence of the effectiveness of the Registration Statement.
(b) At the Closing, Loral Holdings, DASA, Quota Sellers and/or each of the Subsidiaries shall deliver to Buyer as applicable the following against delivery by Buyer of the items described in Section 10(a) above:
(i) The executed Transfer Agreement and the executed Amendment;
(ii) Evidence satisfactory to Buyer of release of all liens or encumbrances on the Assets, if any, except for liens and encumbrances set forth on Section 3(c) of the Seller Disclosure Schedule;
(iii) Evidence of good standing of Sellers and each Subsidiary in the jurisdiction of its incorporation or organization (as far as the Operating Subsidiary and Holdings are concerned, such evidence shall correspond to the so-called “Ficha de Breve Relato Completa” issued by the State of Rio de Janeiro Board of Trade);
(iv) Certified copies of the governing documents of each Subsidiary;
(v) Resolutions of Sellers, the Quota Sellers and each Subsidiary (each certified by the Secretary of such Subsidiary or Sellers or a partners’ meeting registered at the competent Commercial Registry, as the case may be) authorizing this Agreement and the transactions contemplated hereunder; and
(vi) Resignation letters executed by each officer and director of LDG, in form and substance satisfactory to Globalstar.
Transactions at Closing. At the Closing, in addition to any other instruments or documents referred to herein:
(a) The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such certificates of title or other instruments of assignment and transfer with respect to the Sold Acquired Assets and the Secured Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Sold Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.8) except for the Encumbrances specified in Schedule 4.2
(a) hereto (the "Permitted Encumbrances").
(b) The Buyer shall duly execute and deliver to the Seller such instruments of assumption and other documents with respect to the Assumed Obligations as the Seller may reasonably request.
(c) The Buyer shall deliver to the Seller the Shares subject to the provisions of Section 10.8.
(d) The Buyer shall deliver the $25,000 payable at the Closing pursuant to Section 3.1(c) by wire transfer to the Seller or to such other entity or entities as the Seller shall designate to the Buyer.
(e) The Seller shall deliver to the Buyer pay-off letters and lien discharges (or agreements therefor) satisfactory to the Buyer from each creditor listed on Schedule 2.2.
(f) Each of the parties hereto shall execute and deliver, or cause to be executed and delivered, each of the agreements required to be signed or delivered by such party pursuant to Sections 8 and 9.
(g) The Buyer shall deliver to the Seller the Secured Acquired Assets Promissory Note and the Deferred Payment Note.
(h) The Seller shall execute and deliver to the Buyer a certificate, prepared by the Buyer, in form for filing, changing the name of the Seller, the costs for filing of which shall be the responsibility of the Buyer.
(i) The Seller shall deliver to Buyer documentation, in form and substance satisfactory to Buyer, in Buyer's sole discretion, which shall (i) evidence the consent of Bank to the transfer to and purchase by Buyer of the Secured Acquired Assets, and (ii)
Transactions at Closing. At the Closing, the following transactions shall take place and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) RSD shall deliver the following documents:
(i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the XERXIS Owners in the amounts set forth in Schedule I;
(ii) Certificate of good standing from the Secretary of State of the State of Florida, dated at or about the Closing Date, to the effect that RSD is in good standing under the laws of said state;
(iii) Certified copy of the Certificate of Incorporation of RSD, as certified by the Secretary of State of the State of Florida at or about the Closing Date;
(iv) An officer's certificate duly executed by RSD's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing; and
(v) Such other documents and instruments as XERXIS may reasonably request.
(b) XERXIS shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) XERXIS shall deliver to RSD Interest certificates in the name of, or assigned to, RSD or the XERXIS Acquisition Subsidiary, as specified by RSD, in respect of 100% of XERXIS Interests and shall register XERXIS Interests in the name of RSD or the XERXIS Acquisition Subsidiary, as the case may be, in the Owners register of XERXIS;
(ii) Certificate of good standing from the Secretary of Florida Corporations, dated at or about the Closing Date, to the effect that XERXIS is a corporation organized and in good standing under the laws of said jurisdiction;
(iii) Certified copy of the Certificate of Incorporation of XERXIS, as amended to the Closing Date;
(iv) An officer's certificate duly executed by XERXIS's chief executive officer to the effect that the conditions set forth in Section7.2(a) below have been satisfied, dated as of the date of the Closing;
(v) An officer's certificate duly executed by XERXIS's Chief Executive Officer and Secretary certifying that the attached ownership register of XERXIS is an accurate and complete ownership register of XERXIS as of the Closing Date; and
(vi) Such other documents and instruments as RSD may reasonably request, including documents evidencing such resignations from and appointments to the governing body of XERXIS, effective the Closing Date, as are set f...
Transactions at Closing. At the Closing,
(a) The Company shall deliver to each Seller or such Seller's representative:
(i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto;
(ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware;
(iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof;
(iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and
(v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement.
(b) Each Seller shall deliver to the Company:
(i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto;
(ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and
(iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement.
(c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.
Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof:
Transactions at Closing. At the Closing, the Company shall deliver to the Purchasers certificates for the shares of Series A Preferred Stock to be issued and sold to the Purchasers hereunder duly registered in the Purchasers' names, or in such other names as the Purchasers shall have specified in writing to the Company, against payment in full by the Purchasers of the Purchase Price by wire transfer of immediately available funds.