Transactions to be Effected at the Closing. (a) Seller shall be entitled to receive immediately 8,785,819 of the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement.
(b) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by Seller.
(c) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).
(d) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s right, title and interest in and to the Acquired Shares, free and clear of all Liens, and (v) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Sellers:
(A) the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and
(B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(ii) pay, on behalf of the Company or the Sellers, the following amounts:
(A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Transactions to be Effected at the Closing. At the Closing:
(a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and
(b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) Deliver to Seller:
(A) immediately available funds to Seller in the aggregate amount of Four Million One Hundred Forty-One Thousand Eight Hundred and 25/100 Dollars ($4,141,800.25) by wire transfer to the bank account designated in writing by Seller at least one (1) Business Day prior to the Closing;
(B) the Ancillary Documents, each duly executed by Buyer to the extent Buyer is a party thereto; and
(C) Evidence of the procurement by Buyer of a Directors & Officers insurance tail policy of no less than six (6) years covering the Company’s officers and directors up to three hundred percent (300%) of the annual policy premium, the cost of which shall be borne by Buyer;
(ii) Deliver to Jxxxxxxx Xxxxxx, an employee of the Company, immediately available funds to Jxxxxxxx Xxxxxx in the aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) by wire transfer to the bank account designated in writing by Jxxxxxxx Xxxxxx or Seller at least one (1) Business Day prior to the Closing;
(iii) Deliver to the Escrow Agent the Escrow Agreement;
(iv) Deliver to Buyer’s transfer agent an instruction letter instructing such transfer agent to deliver the stock certificates set forth in Section 2.04(c) as soon as practicable following the Closing, but in no event later than two (2) Business Days after the Closing Date; and
(v) Deposit $233,199.75 of cash (such amount, the “PPP Loan Escrow Amount”) into an escrow account (the “PPP Loan Escrow Account”), which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Agreement”), by and among the Company, Seller and City National Bank, a national banking association, as lender and as escrow agent (the “PPP Loan Escrow Agent”), substantially in the form of Exhibit C attached hereto, which PPP Loan Escrow Amount (inclusive of any interest and earnings thereon) will be the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 5.07;
(b) At the Closing, Seller shall:
(i) Deliver to Buyer:
(A) an assignment of the Membership Interests to Buyer in form and substance satisfactory to Buyer (the “Assignment Agreement”), duly executed by Seller;
(B) written resignation, effective as of the Closing Date, of Seller in his capacities as officer and manager of the Company;
(C) the Ancillary Documents, each duly executed by Seller;
(D) a release by Jxxxxxxx Xxxxxx of Seller, the Company and Buyer in form and substance satisfactory t...
Transactions to be Effected at the Closing. (a) At the Closing:
(i) each Ecolochem Seller shall deliver to Purchaser, or its Permitted Designee, certificates representing the Ecolochem Shares held by such Seller duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer;
(ii) each International Seller shall deliver to Purchaser, or its Permitted Designee, certificates representing the International Shares held by such Seller, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer;
(iii) subject to Section 1.07, Purchaser or its Permitted Designees shall execute and deliver to each of the S.A.R.L. Sellers, and each of the S.A.R.L. Sellers shall execute and deliver to Purchaser or its Permitted Designees, instruments of transfer of the S.A.R.L. Interests owned by such S.A.R.L. Sellers, in a form reasonably acceptable to Sellers Representatives and Purchaser;
(iv) each Moson Holdings Seller shall deliver to Purchaser, or its Permitted Designee, duly executed instruments of transfer of the Moson Holdings Interests owned by such Seller, in a form reasonably acceptable to Sellers Representatives and Purchaser;
(v) Sellers shall deliver, or cause to be delivered, to Purchaser written resignations of the directors of the Companies;
(vi) Sellers Representatives, Purchaser and Citibank N.A. (or another escrow agent reasonably acceptable to Purchaser and Sellers Representatives) (the “Escrow Agent”) shall execute and deliver the escrow agreement substantially in the form of Exhibit E (such form shall be subject to changes requested by the Escrow Agent and reasonably acceptable to Sellers Representatives and Purchaser (the “Escrow Agreement”)), providing for the establishment of an escrow account (the “Escrow Account”) with the Escrow Agent to secure the obligations of Sellers to Purchaser under this Agreement. The Escrow Account shall consist of (i) $20,000,000 in cash and (ii) 490,566 of the shares of Common Stock (the “Escrowed Shares”) Sellers are entitled to receive under Section 1.01(a) (collectively, the “Escrow Amount”); provided that Sellers may elect at least two business days before Closing to replace some or all of the Escrowed Shares with an amount of cash equal to the number of Escrowed Shares to be replaced multiplied by the Share Price. At the Closing, Purchaser shall deposit the Escrow Amount in the Escrow Account to be held, invested and subsequently disbursed in accordance with the terms, condition...
Transactions to be Effected at the Closing. On the Closing Date, the following transactions shall be effected by the Parties:
(a) The Seller and/or the Company, as applicable, shall deliver or cause to be delivered to the Buyer:
(i) a certificate, dated as of the Closing Date, of the secretary or executive officer of the Company certifying that (A) the Company has previously made available to the Buyer a complete and correct copy of the Company’s Organizational Documents, as amended to date, and (B) such Organizational Documents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date;
(ii) with respect to the Seller, a membership interest transfer power, dated as of the Closing Date, duly executed by such Seller with respect to all of the Company Interests held by such Seller, in form and substance reasonably satisfactory to the Buyer;
(iii) evidence, in form and substance reasonably satisfactory to the Buyer, of the resignations or removal of the board of directors (or similar governing body) and officers of the Company, if any, requested by the Buyer, such resignations or removal to be effective concurrently with the Closing;
(iv) a certificate from the manager of the Company, in form and substance reasonably satisfactory to the Buyer, certifying that the conditions set forth in Sections 8.1(a), 8.1(b), and 8.1(c) have been satisfied, as applicable;
(v) duly executed certificates of non-foreign status, in form and substance reasonably satisfactory to the Buyer, from each of the Seller in a form and manner that complies with Sections 1445(b)(2) and 1446(f) of the Code and the Treasury Regulations thereunder;
(vi) each of the Transaction Documents, duly executed by the Seller and/or the Company, as applicable;
(vii) a good standing certificate for the Company from the Secretary of State (or equivalent Governmental Authority) of the jurisdiction of its organization, dated no earlier than five (5) Business Days prior to the Closing Date;
(viii) the Payoff Letters, duly executed by the applicable holders of Indebtedness to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to the Buyer, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Indebtedness of the Company for borrowed money;
(ix) duly executed and delivered termination agreements, in form ...
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; and
(ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, Seller shall deliver to Buyer:
(i) an assignment of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; and
(ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will (i) pay to the Seller the Purchase Price, adjusted in accordance with subsection 2.2(b) above and less the amounts paid pursuant to subsection 2.2(c) above by paying such sum to the Seller by transfer of immediately available funds in accordance with instructions provided by the Seller, (ii) deliver to the Seller a certificate or certificates representing the Buyer Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (iii) deliver to the Seller all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement.
(b) At the Closing, the Seller will deliver to the Buyer (i) a certificate or certificates representing the Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) all other documents, instruments or certificates required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall pay or deliver or cause to be paid or delivered (as applicable):
(i) to Seller, the Estimated Purchase Price, less the (1) the Owned Real Property Purchase Price, and (2) Escrow Amounts, in the amounts and pursuant to the instructions set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative to Buyer no later than three (3) Business Days prior to the Closing Date;
(ii) to the Escrow Agent, the Adjustment Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement;
(iii) to the Escrow Agent, the Indemnity Escrow Amount, by wire transfer of immediately available funds in accordance with the terms of the Escrow Agreement;
(iv) to the Persons entitled thereto, the Transaction Expenses in the amounts and pursuant to the instructions set forth in the Estimated Closing Statement, by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative to Buyer no later than three (3) Business Days prior to the Closing Date; provided, however, that, any amounts treated as wages or compensation to a current or former employee of the Company Group shall be paid to the applicable member of the Company Group,(or to the applicable payroll provider of the Company Group), which shall pay the respective payee such amount, less applicable withholding Taxes, through the Company Group’s payroll system(s) or payroll provider(as applicable), and amounts paid as compensation to service providers who are not employees shall be treated as contributed to applicable members of the Company Group and immediately thereafter paid by the applicable member of Company Group to such service providers, in each case, for federal Income Tax purposes;
(v) to the Persons specified in each Payoff Letter, the applicable Payoff Letter Amount pursuant to the wire instructions contained in such Payoff Letter, which shall be provided to Buyer at least three (3) Business Days prior to the Closing Date; and
(vi) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, the Selling Parties shall deliver to Buyer:
(i) membership interest certificates evidencing the Units, free and clear of all Encumbrances other than restricti...
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall take all actions to:
(i) consummate each Equity Financing in accordance with the Equity Financing Letter for such Equity Financing;
(ii) pursuant to the ROW Acquisition (A) cause the Subsidiary Buyer to pay to the ROW Seller, by wire transfer of immediately available funds to the account(s) designated in writing by Seller Parent (such designation to be delivered to Buyer at least two (2) Business Days prior to the Closing Date), an amount equal to the ROW Estimated Closing Cash Consideration and (B) convey and deliver to the ROW Seller book-entry interests representing the Stock Consideration, together with duly executed instruments of issuance, sale and delivery in respect thereof, in form and substance reasonably acceptable to Seller Parent, evidencing the issuance, sale and delivery of the Stock Consideration;
(iii) pursuant to the Irish Subscription, cause the Subsidiary Buyer to (A) subscribe for the Irish New Equity Interests at an aggregate subscription consideration equal to the amount of the Irish Estimated Closing Cash Consideration and (B) pay to the Irish Acquired Company, by wire transfer of immediately available funds to the account(s) designated in writing by Seller Parent at least two (2) Business Days prior to the Closing Date, an amount equal to the Irish Estimated Closing Cash Consideration, in satisfaction of such subscription consideration;
(iv) cause each of the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association to be adopted and become effective, including by delivering any other materials and making any other filings, recordings or publications required under applicable Law to effect the foregoing;
(v) deliver to Seller Parent its duly executed counterpart to the Transition Services Agreement, the Reverse Transition Services Agreement (if applicable), the Employee Matters Agreement and the Amended and Restated Shareholders’ Agreement; and
(vi) take the actions set forth on Annex C under the heading “Closing Indian Actions”.
(b) At the Closing, upon receipt of the Estimated Closing Cash Consideration and the Stock Consideration, Seller Parent shall take all actions to:
(i) pursuant to the ROW Acquisition, cause the ROW Seller to convey and deliver to each Applicable Buyer, in accordance with the Consideration Allocation Schedule and Section 1.03, duly executed instruments of assignment, in form and substance reasonably acceptable to Buyer, evidencing the...
