Transactions at the Closing Time Clause Samples
Transactions at the Closing Time. (a) At the Closing, each of the Sellers shall deliver to Purchaser the following:
(i) stock certificates, in form suitable for transfer, registered in the name of such Seller, evidencing the number of shares of Common Stock to be purchased hereunder, with executed blank stock transfer powers attached, and with all necessary stock transfer tax stamps attached thereto;
(ii) all stock books, stock transfer ledgers, minute books and the corporate seals of Central Utah and the Central Utah Subsidiaries (as hereinafter defined), together with the resignations of all directors of Central Utah and the Central Utah Subsidiaries other than as set forth on Schedule 1.6 hereto;
(iii) subordination agreement(s) in such form(s) as may be requested by the financial institution(s) lending funds for the acquisition by Purchaser of the stock of Central Utah, executed by each Seller subordinating the Sellers' interests under the Notes to the interests of lenders to Purchaser and lenders to subsidiaries of Purchaser guaranteed by Purchaser in an amount not to exceed the cash portion of the Purchase Price plus the amount of any additional loans used by Purchaser or subsidiaries of Purchaser for capital expenditures, acquisitions and other investments in Central Utah including Central Utah Subsidiaries plus any amounts permitted under Section 1.6 of the Membership Purchase Agreement dated as of October 6, 2000 relating to Central Telecom Services, LLC; and
(iv) each of the certificates and documents contemplated by Section 6.2.
(b) At the Closing, Purchaser shall deliver to each Seller the following:
(i) the Purchase Price per share of CU Common Stock sold by such Seller as required and in the manner indicated in this Article I.
(ii) each of the certificates and documents contemplated by Section 6.3.
(c) At or prior to the Closing, Central Utah shall enter into (1) an Employment Agreement with Branch Cox in the form of Schedule
Transactions at the Closing Time. (a) At the Closing, each of the Sellers shall deliver to Purchaser the following:
(i) Membership certificates, in form suitable for transfer, registered in the name of such Seller, evidencing the Membership Interests to be purchased hereunder, with executed blank transfer powers attached;
(ii) subordination agreement(s) in such form(s) as may be requested by the financial institution(s) lending funds for the acquisition by Purchaser of the Membership Interests of Central Telcom, executed by each Seller subordinating the Sellers' interests under the Notes to the interests of lenders to Purchase and to subsidiaries of Purchaser guaranteed by Purchaser in an amount not to exceed the cash portion of the Purchase Price plus the amount of any additional loans used by Purchaser or subsidiaries of Purchaser for capital expenditures, acquisitions or other investments in Central Telcom plus any amounts permitted under Section 1.6 of the Stock Purchase Agreement, dated as of October 6, 2000, relating to Central Utah Telephone, Inc. ("Central Utah Telephone") (the "Stock Purchase Agreement"); and
(iii) each of the certificates and documents contemplated by Section 6.2.
(b) At the Closing, Purchaser shall deliver to each Seller the following:
(i) the Purchase Price to be paid to the Members as set forth in Schedule A attached hereto and in the manner indicated in this Article I.
(ii) each of the certificates and documents contemplated by Section 6.3.
(c) At the Closing, the Company and Sellers shall enter into an Escrow Agreement in the form of Schedule 1.3(b).