Transactions on the Closing Date. (a) At the Closing, the Company and the Shareholders will deliver, or cause to be delivered, to QDL and/or Questron the following:
(i) stock certificate(s) representing all of the Shares, in form suitable for transfer, registered in the name of each Shareholder evidencing the number of Shares set forth opposite each such Shareholder's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and, in each case, with any necessary stock transfer tax stamps attached thereto;
(ii) all stock books, stock transfer ledgers, minute books and the corporate seals of the Company and all subsidiaries of the Company;
(iii) resignations of all of the directors and officers of the Company, effective as of the Closing;
(iv) duly executed signature cards for all bank accounts of the Company and its subsidiaries which are necessary to establish QDL's designees, and only QDL's designees, as the authorized signatories for such accounts;
(v) each of the certificates and documents contemplated by Article 7; and
(vi) such other certificates, documents, instruments and agreements as QDL and/or Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to QDL and/or Questron.
(b) At the Closing, QDL and/or Questron will deliver to the Shareholders the following:
(i) the Initial Cash Consideration;
(ii) the Closing Note;
(iii) the stock certificates representing the Closing Shares;
(iv) each of the certificates and documents contemplated by Article 8; and
(v) such other certificates, documents, instruments and agreements as the Company shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the Company.
(c) At the Closing, and on behalf of the Company, Questron shall deliver, or cause to be delivered, by wire transfer such amounts as are necessary to pay and discharge the outstanding balance of the indebtedness set forth on Schedule 1.2 to the entities listed thereon, which amounts shall represent all of such indebtedness outstanding as of the Closing Date.
Transactions on the Closing Date. Subject to the terms and on the conditions of this Agreement, at or before Closing, each of the following transactions (the "Closing Transactions") shall be consummated in the following order (and only upon the completion of the transaction set forth in the paragraph immediately prior to it):
(a) Conversion of 237 Park L.P. (i) LTLP, Metropolis, 237 GP Corp. and 237 Park L.P. shall, and LTLP, Metropolis and 237 GP Corp. shall cause 237 Park L.P. to, (A) take all actions necessary in order to effect the conversion of 237 Park L.P. from a Delaware limited partnership to a Delaware limited liability company, and (B) immediately following such conversion, appoint OHSP as the manager (and submit to OHSP the written resignation of each other manager, if any) of 237 Park LLC, and amend its certificate of formation to reflect such changes.
Transactions on the Closing Date. (a) At the Closing, the Seller will deliver to the Purchaser each of the certificates and other documents contemplated by Section 7.2 hereof.
(b) At the Closing, the Purchaser will deliver to the Seller (i) each of the certificates and other documents contemplated by Section 7.3 hereof and (ii) $73,000,000 by wire transfer in immediately available funds to the account or accounts designated by the Seller.
Transactions on the Closing Date. On the date that CVP fixes (hereinafter the “Closing Date”), which shall be (i) within the course of ten (10) calendar days (hereinafter “Days”) following the date on which the Transfer Decree is published in the Official Gazette of the Republic, and (ii) notified to HNR Finance at least five (5) Days in advance, CVP and HNR Finance shall effect the following transactions with the Mixed Company:
(A) Fourteen Billion Bolívares (Bs. 14,000,000,000) must be contributed in cash by CVP and HNR Finance in proportion to their stock ownership in the Mixed Company, by means of wire transfers of funds to the bank account of the Mixed Company that it designates;
(B) Harvest Vinccler and HNR Finance shall (i) transfer to the Mixed Company ownership of all of the tangible assets located in the Republic that are owned by Harvest Vinccler or by HNR Finance and utilized in connection with the operations derived from the Operating Agreement prior to the Closing Date, which are listed in Annex G, and (ii) exercise its best efforts to assign to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to the petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date, and are listed in Annex G, it being understood that all contracts that are not listed in such Annex shall be maintained under the exclusive responsibility of Harvest Vinccler and HNR Finance; and
(C) CVP shall (i) ensure that the tangible assets of PPSA that are used in the activities carried out under the Operating Agreement and those used in the fields Temblador, Isleño and El Salto and required for the operations of the Mixed Company which are listed in Annex H, are immediately made available to the Mixed Company for the carrying out of its activities, and that thereafter ownership thereof is transferred as soon as possible to the Mixed Company, complying with applicable legal formalities, (ii) exercise best efforts to ensure that PPSA assigns to the Mixed Company the contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) which pertain to petroleum operations carried out pursuant to the Operating Agreement prior to the Closing Date and those contracts, permits and rights (including, among others, easements, water rights, rights-of-way and surface rights) used in the fields Temblador, Isleño and El Salto prior to the Closing...
Transactions on the Closing Date. On the Closing Date, subject to the terms and conditions hereof:
Transactions on the Closing Date. (a) At the Closing, the Company will deliver, or cause to be delivered, to QDL and/or Questron the following:
(i) each of the certificates and documents contemplated by Article 7; and
(ii) such other certificates, documents, instruments and agreements as Questron shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to Questron.
(b) At the Closing, QDL and/or Questron will deliver to the Company and/or the Shareholders the following:
(i) the Initial Cash Consideration;
(ii) the stock certificates representing the Closing Shares;
(iii) each of the certificates and documents contemplated by Article 8; and
(iv) such other certificates, documents, instruments and agreements as the Company shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the Company.
(c) At the Closing, wire transfers from or on behalf of QDL will be made to the entities listed on Schedule 2.5 (c) (the "Schedule 2.5(c) Creditors") in the aggregate amounts set forth on Schedule 2.5(c), which amount shall represent all of the outstanding indebtedness of the Company owed to those Schedule 2.5 Creditors as of the Closing Date (the "Schedule 2.5(c) Debt").
Transactions on the Closing Date. (a) At the Closing the Exchanging Stockholders and HTR, as the case may be, shall deliver to the Acquirors the following:
(i) the Certificate of Merger executed by HTR;
(ii) stock certificates, evidencing all of the HTR Shares, in each case endorsed in blank or with an executed blank stock power attached, and with all necessary stock transfer tax stamps attached thereto; and
(iii) each of the certificates, instruments and other documents and agreements contemplated by Article 8 hereof.
(b) At the Closing the Acquirors shall deliver to the Exchanging Stockholders and HTR, as the case may be, the following:
(i) the Certificate of Merger executed by HTR Acquisition;
(ii) (A) an irrevocable instruction letter to UOL's transfer agent, instructing it promptly to issue stock certificates and (B) either (1) promissory notes or (2) cash payments evidencing the Merger Consideration set forth in Section 2.4(b); and
(iii) each of the certificates, instruments and other documents and agreements contemplated by Article 7 hereof.
Transactions on the Closing Date. (a) At the Closing, Sellers will deliver to Buyer the following:
(i) stock certificates, in form suitable for transfer, registered in the name of each Seller, evidencing the number of Shares set forth opposite such Seller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and with any necessary stock transfer tax stamps attached thereto;
(ii) all stock certificates, stock books, stock transfer ledgers, minute books and the corporate seals of the Company;
(iii) resignations of all of the directors and officers of the Company; and
(iv) each of the certificates and documents contemplated by Article 6.
(b) At the Closing, Buyer will deliver to Sellers the following:
(i) the Cash Consideration and the Notes; and
(ii) each of the certificates and documents contemplated by Article 7.
Transactions on the Closing Date. On the Closing Date:
(a) the Sellers shall deliver or cause to be delivered to the Purchaser (and the Designees) the stock certificates representing the Company Shares endorsed in the name of the Purchaser (and the Designees), together with (i) a certificate issued by the secretary of the board of directors of the Company, certifying that the Purchaser (and the Designees) has been registered as the owner of such Company Shares free and clear of all Liens in the stock registry book (libro de registro de acciones) of the Company;
(b) the Purchaser shall deliver to the Sellers payment of the Purchase Price;
(c) the Sellers shall deliver, or cause to be delivered, to the Purchaser each of the certificates, agreements and other documents set forth in Section 8.1 hereof; and
(d) the Purchaser shall deliver to the Sellers each of the certificates and other documents set forth in Section 8.2 hereof.
Transactions on the Closing Date. Once Listing Confirmation has been duly issued by both the UKLA and the LSE then, as stated above, the Closing will automatically take place in the absence of a delay agreed to in writing by Parent and Seller. On Closing:
(a) Parent's Lawyers shall date and release to Purchaser and Note Purchaser all of the documents and instruments referred to in Section 1.5(a) above; and
(b) Seller's Lawyers shall:
(i) transfer the Cash Consideration and Surplus Note Consideration to such bank account as Seller may direct; and
(ii) date and release to Seller all of the documents and instruments referred to in Section 1.5(b) above.
