Common use of Transactions on the Closing Date Clause in Contracts

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. (a) At the Closing, the Company and the Shareholders Seller will deliver, or cause to be delivered, to QDL and/or Questron JAWS the following: (i) stock certificate(s) representing all of the Shares), in form suitable for transfer, registered in the name of each Shareholder Seller, evidencing all of the number of Shares set forth opposite each such Shareholder's name on Schedule 1.1Shares, endorsed in blank or with an executed blank stock transfer power powers attached, and, in each case, and 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) as soon as practicable following Closing, duly executed signature cards for all bank accounts of the Company and its subsidiaries which are necessary to establish QDL's JAWS' designees, and only QDL's JAWS' designees, as the authorized signatories for such accounts; (v) each of the certificates and documents contemplated by Article 76; and (vi) such other certificates, documents, instruments and agreements as QDL and/or Questron JAWS 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 QuestronJAWS. (b) At the Closing, QDL and/or Questron JAWS will deliver to the Shareholders Seller the following: (i) the Initial Cash Consideration; (ii) the Closing Noteshare certificates representing the Initial JAWS Common Stock; (iii) the stock certificates representing the Closing Shares; (iv) each of the certificates and documents contemplated by Article 87; and (viv) such other certificates, documents, instruments and agreements as the Company Sellers shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the CompanySeller. (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. (a) At the Closing, the Company and the Shareholders Seller will deliver, or cause to be delivered, to QDL and/or Questron the following: (i) stock certificate(s) representing all of the Shares, Shares in form suitable for transfer, registered in the name of each Shareholder Seller, evidencing the number of Shares set forth opposite each such ShareholderSeller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and, in each case, and 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 QDLQuestron's designees, and only QDLQuestron's designees, as the authorized signatories for such accounts; (v) each of the certificates and documents contemplated by Article 76; 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 Seller the following: (i) the Initial Cash Consideration; (ii) the Closing NoteInitial Stock Consideration; (iii) the stock certificates representing the Closing SharesPromissory Note; (iv) each of the certificates and documents contemplated by Article 87; and (v) such other certificates, documents, instruments and agreements as the Company Seller shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the CompanySeller. (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. Date (a) At the Closing, the Company and the Shareholders Sellers will deliver, or cause deliver to be delivered, to QDL and/or Questron the following: (i) stock certificate(s) representing all of the Sharescertificates, in form suitable for transfer, registered in the name of each Shareholder Seller, evidencing the number of Shares set forth opposite each such ShareholderSeller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and, in each case, 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 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 QDLQuestron's designees, and only QDL's designees, designees as the authorized signatories for such accounts; (v) each an employment agreement dated the Closing Date duly executed by Xxxxxxx X. Xxxxxx together with the "Restrictive Letter" and any other exhibits attached thereto, substantially in the form attached hereto as Exhibit A-1; (vi) an employment agreement dated the Closing Date duly executed by Xxxxxxx X. Xxxxxx, Xx., together with the "Restrictive Letter" and any other exhibits attached thereto, substantially in the form attached hereto as Exhibit A-2; (a) a Certificate of the certificates Secretary of the Company attaching and documents certifying as true and correct copies of the Company's Articles of Incorporation, By-laws and resolutions authorizing the execution and delivery of and the transactions contemplated by Article 7this Agreement, all as amended to the date of and in effect at the Closing; and (b) a recently dated Certificate of the Secretary of State of the State of Pennsylvania evidencing the good standing of the Company under the laws of such jurisdiction and recently dated Certificates of the Secretary of State of such other jurisdictions in which the Company is doing business, if any, evidencing the good standing of the Company under the laws of such jurisdictions; and (viviii) an unaudited balance sheet of the Company as at August 31, 1997 (the "Balance Sheet"), together with a written statement describing any significant changes since that date; and (ix) such other certificates, documents, instruments certificates and documents as may be reasonably requested by Questron or its counsel. The employment agreements referred to in items (v) and (vi) above shall be referred to hereinafter 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"Employment Agreement(s)". (b) At the Closing, QDL and/or Questron will deliver to the Shareholders Sellers the following: (i) the Initial Cash Considerationshares representing the Questron Common Stock; (ii) the Closing NoteEmployment Agreement duly executed on behalf of Questron in favor of Xxxxxxx X. Xxxxxx; (iii) the stock certificates representing the Closing Shares;Employment Agreement duly executed on behalf of Questron by Xxxxxxx X. Xxxxxx, Xx.; and (iv) each of the such other certificates and documents contemplated as may be reasonably requested 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 CompanySellers or their counsel. (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. (a) At the Closing, the Company and the Shareholders Sellers will deliver, or cause to be delivered, to QDL and/or Questron the following: (i) stock certificate(s) representing all of the Sharescertificates, in form suitable for transfer, registered in the name of each Shareholder Seller, evidencing the number of Shares set forth opposite each such ShareholderSeller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and, in each case, and 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 QDLQuestron's designees, and only QDLQuestron's designees, as the authorized signatories for such accounts; (v) each of the certificates and documents contemplated by Article 76; and (vi) evidence of termination of the Stock Purchase Agreements and the Consulting Agreements (each as hereinafter defined) which evidence shall be reasonably satisfactory to Questron; (vii) UCC-3 termination statements effecting the release of all security interests of Landmark Bank Mid-Cities (the assignee of the Bank of the West) under the SBA Guaranty Loan Agreement, dated September 16, 1993, between the Company and the Bank of the West (the "SBA Loan Agreement") in the Shares and assets of the Company; (viii) evidence of the Company's payment of all amounts outstanding (including principal and interest) under the SBA Loan Agreement, which evidence shall be reasonably satisfactory to Questron; and (ix) 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 Sellers the following: (i) the Initial Cash Consideration; (ii) the Closing Noteshares representing the Initial Questron Common Stock; (iii) the stock certificates representing the Closing Shares; (iv) each of the certificates and documents contemplated by Article 87; and (viv) such other certificates, documents, instruments and agreements as the Company Sellers shall deem necessary in its reasonable discretion in order to effectuate the transactions contemplated herein, in form and substance reasonably satisfactory to the CompanyQuestron. (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. (a) At the Closing, the Company and Seller will deliver to the Shareholders will deliver, or cause to be delivered, to QDL and/or Questron Buyer the following: (i) stock certificate(s) representing all of certificates evidencing the Shares, in each case endorsed in blank in proper form suitable for transfer or with executed blank stock powers attached, which certificates shall be submitted to the Company for transfer; (ii) a stock certificate representing the Shares, registered in the name of each Shareholder evidencing the number of Shares set forth opposite each such Shareholder's name on Schedule 1.1Buyer, endorsed in blank or with an duly 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 by the Company; (iii) resignations of all each of the directors and officers of the Company, effective as of the Closing; (iv) duly executed signature cards for all bank accounts a copy of the Articles of Incorporation of the Company and its subsidiaries which are necessary certified by the Secretary of State of the State of California as of a date as near as reasonably practicable to establish QDL's designees, and only QDL's designees, as the authorized signatories for such accountsClosing Date; (v) a good standing certificate of the Company from the Secretary of State of the State of California as of a date as near as reasonably practicable to the Closing Date; (vi) a copy of the By-laws of the Company as in effect on the Closing Date certified by the Secretary of the Company; (vii) a notification that the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") has terminated or expired; (viii) the available minute book(s) and the available stock records of the Company; (ix) each of the certificates and other documents contemplated by Article 7; and7 hereof; (vix) such other certificates, documents, instruments evidence of the release and agreements as QDL and/or Questron shall deem necessary in its reasonable discretion in order to effectuate termination of the transactions contemplated hereinEncumbrances (and related UCC financing statements) set forth on Schedule 2.2(a)(x); (xi) certificates of each director and officer of the Company, in form and substance reasonably satisfactory to QDL and/or Questronthe Buyer, dated the Closing Date, certifying that (A) no claims have been brought or, to the best of such Person's knowledge, threatened against such Person which would or may give rise to a right to indemnification from the Company, and (B) such Person has no claim against the Company (other than for any accrued and unpaid wages, benefits and expense reimbursement); (xii) a certificate of Seller, dated as of the Closing Date and sworn to under penalty of perjury, setting forth the name, address and federal tax identification number of Seller and stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Code, such certificate to be in the form set forth in the regulations promulgated thereunder; (xiii) a letter, on the Company's letterhead, setting forth all information reasonably requested by Buyer relating to the base period research and experimental expenses and other information reasonably requested by the Buyer to allow the Buyer or the Company to claim research and experimental tax credits in accordance with the relevant sections of the Code and the regulations promulgated thereunder; and (xiv) evidence of termination of intercompany agreements (including tax sharing agreements) in form, scope and substance reasonably satisfactory to the Buyer. (b) At the Closing, QDL and/or Questron the Buyer will deliver to the Shareholders Seller the following: (i) the Initial Cash ConsiderationPurchase Price, pursuant to Section 1.3 hereof; (ii) a notification that the Closing Note;waiting period under the HSR Act has terminated or expired; and (iii) the stock certificates representing the Closing Shares; (iv) each of the certificates and other 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 Company6 hereof. (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. (a) At the Closing, the Company and the Shareholders Sellers will deliver, or cause to be delivered, to QDL and/or Questron the following: (i) stock certificate(s) representing all of the Sharescertificates, in form suitable for transfer, registered in the name of each Shareholder Seller, evidencing the number of Shares set forth opposite each such ShareholderSeller's name on Schedule 1.1, endorsed in blank or with an executed blank stock transfer power attached, and, in each case, and 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) evidence of termination of the Stockholder Voting, Stock Redemption and Buy-Sell Agreement, dated as of June 11, 1996, among the Sellers and the Company and the proxies executed by each Seller; (v) duly executed signature cards for all bank accounts of the Company and its subsidiaries which are necessary to establish QDLQuestron's designees, and only QDLQuestron's designees, as the authorized signatories for such accounts; (vvi) the Employment Agreement, substantially in the form attached hereto as Exhibit A, executed by Xxxxxxx Xxxxxxx; (vii) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), executed by each of the Accredited Investor Sellers; (viii) each of the certificates and documents contemplated by Article 76; and (viix) 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 Sellers 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.