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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)
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, the Buyer shall deliver to Seller will:
(i) pay to the Sellers (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an original certificate or certificates representing aggregate amount equal to (A) the Initial Purchase Price Shares, minus (B) the Aggregate VCS Payment Amount;
(ii) pay to the Company (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Sellers to the Buyer prior to the Closing) an amount equal to the Aggregate VCS Payment Amount; and
(iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of 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.
(cb) At the Closing, Buyer, each 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 will deliver to Buyer (or if Buyer so elects, to a Subsidiary of the 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 such Seller’s right, title and interest in and to the Acquired Shares, percentage of outstanding Company Interests set forth opposite such Seller’s name on Schedule A under the heading “Company Interests” free and clear of all LiensLiens (other than Liens (x) arising pursuant to, or as a result of the transactions contemplated by, or described in, this Agreement, (y) arising pursuant to applicable securities Laws and (vz) for Taxes not yet due or delinquent or being contested in good faith) pursuant to an Instrument of Assignment; and
(ii) all other documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to Section 7.1 this Agreement.
(ec) At Immediately prior to the Closing, Buyer and all unvested or not fully vested Value Creation Share Awards then outstanding shall become fully vested. Seller shall also close on cause each Value Creation Share Award outstanding at the Closing to be satisfied and cancelled by the Company’s payment to each holder of any Value Creation Share Award at the Closing in an amount in cash equal to the amount due to such holder under the Value Creation Shares Plan arising from or otherwise triggered by the transactions specified in contemplated by this Agreement (less any applicable withholding Taxes). The payments to be made by the Subscription AgreementCompany pursuant to this Section 2.3(c) shall be made concurrently with the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
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 shall:
(i) deliver to Seller:
(A) the Closing Date Payment by wire transfer of immediately available funds to an original certificate or certificates representing account designated in writing by Seller to Buyer no later than five Business Days prior to the Initial Purchase Price Shares, Closing Date; and
(iiB) 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 Acquired Companies or Seller, the following amounts:
(A) Indebtedness of the Acquired Companies 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;
(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; and
(C) Seller’s Fees.
(iii) deliver to the Estimated Closing Cash AmountEscrow Agent:
(A) the Purchase Price Adjustment Escrow Amount (such amount, to be paid including any interest or other amounts earned thereon, if any, and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in writing by SellerSection 2.04(d);
(B) the Indemnification Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnification Escrow Fund”) for the purpose of securing the indemnification obligations of Seller set forth in ARTICLE VIII and the obligations of Seller in Section 2.04(d) and Section 6.09 and;
(C) the Escrow Agreement.
(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”).
(db) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) shall:
(i) deliver to Buyer:
(A) stock certificates for evidencing 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 LiensEncumbrances, other than those imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(B) the Ancillary Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(eii) At deliver to the Closing, Buyer and Seller shall also close on Escrow Agreement to the transactions specified in the Subscription AgreementEscrow Agent.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
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 entitled borne by Buyer;
(ii) Deliver to receive immediately 8,785,819 Jxxxxxxx Xxxxxx, an employee of the Purchase Price Shares 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 “Initial Purchase Price SharesPPP Loan Escrow Account”); the remaining 1,500,000 of the Purchase Price Shares , which shall be established pursuant to that certain Consent and Escrow Agreement (the “PPP Loan Escrow Purchase Price SharesAgreement”), shall 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 deposited in escrow the exclusive source to satisfy any amounts owed by Buyer to Seller pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement.5.07;
(b) At the Closing, Buyer shall deliver to Seller shall:
(i) Deliver to Buyer:
(A) an original certificate or certificates representing assignment of the Initial Purchase Price SharesMembership 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 to Buyer; and
(ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior Deliver the Escrow Agreement 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 SellerEscrow Agent.
(c) At As soon as practicable following the Closing, Buyerbut in no event later than two (2) Business Days after the Closing Date, Buyer shall cause to be delivered:
(i) to Seller, a stock certificate in the name of Seller representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Four Million Three Hundred Seventy Five Thousand Dollars ($4,375,000) at a per share price equal to the Issuance Price;
(ii) to Jxxxxxxx Xxxxxx, a stock certificate in the name of Jxxxxxxx Xxxxxx representing in the aggregate a number of whole Buyer Shares (rounded down) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) at a per share price equal to the Issuance Price; and
(iii) to the Escrow Agent, a stock certificate representing a number of whole shares of Buyer Shares (rounded down) in an aggregate amount equal to Three Hundred Seventy Five Thousand Dollars ($375,000) at a per share price equal to the Issuance Price and Xxxxxx Jan Xxxxx Lijdsmanimmediately available funds in the amount of Three Hundred Seventy Five Thousand Dollars ($375,000) (collectively, civil law notary in Amsterdam, the Netherlands (the “Escrow AgentHoldback”) representing the Buyer Shares and cash to be held for the purpose of securing any adjustment pursuant to Section 2.05 and potential indemnification obligations of Seller and the Company referenced in Article VI; provided, that on the first (1st) anniversary of the Closing Date, any remaining Escrow Holdback amount (including any dividends or distributions, including any interest or income earned thereon, paid with respect to the Buyer Shares and any interest or other income from stock splits relating to the Buyer Shares or as a result of a recapitalization or reorganization) shall execute and deliver be released to Seller pursuant to the terms of 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.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)
Transactions to be Effected at the Closing. 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 Purchaser 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 AgreementSeller, and Seller shall accept (iii) on behalf of itself or the Estimated Closing Cash AmountDesignated Seller Subsidiary), to be paid payment by wire transfer of immediately available funds to an a bank account designated in writing by Seller.Seller at least five Business Days prior to the Closing Date, in an amount equal to the Initial Closing Date Amount as calculated in accordance with Section 1.04(a) by wire transfer of immediately available funds in USD;
(b) Seller shall deliver (or cause the Designated Seller Subsidiary to deliver) to Purchaser the Transferred Equity Interests free and clear of all Liens (other than restrictions on transfer arising under applicable securities Laws or those arising from acts of Purchaser or its Affiliates), together with any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Transferred Equity Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller or the Designated Seller Subsidiary, as applicable;
(c) At Seller shall deliver to Purchaser the Closingcertificate required to be delivered pursuant to Section 6.02(c);
(d) Purchaser shall deliver to Seller the certificate required to be delivered pursuant to Section 6.03(c);
(e) Seller shall deliver to Purchaser the Transition Services Agreement, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary substantially in Amsterdam, the Netherlands form attached hereto as Exhibit A (the “Escrow AgentTransition Services Agreement”), duly executed by Seller and the Transferred Company;
(f) Seller shall execute and deliver to Purchaser the Escrow Agreement Brand Agreement, substantially in the form attached hereto as Exhibit B (the “Brand Agreement”), duly executed by the parties thereto;
(g) Seller shall deliver to Purchaser the Supply Agreement, substantially in the form attached hereto as Exhibit C (the “Escrow Supply Agreement”)., duly executed by Seller and the Transferred Company;
(dh) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for Purchaser 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 pursuant to Section 5.07(f);
(i) Seller shall deliver to Purchaser, to the extent not previously executed and delivered in connection with the Pre-Closing Reorganization, the Real Estate Separation Agreements, duly executed by Seller and any Affiliates of Seller party thereto, including the Transferred Company and any Group Company;
(j) Purchaser shall deliver to Seller, to the extent not previously executed and delivered in connection with the Pre-Closing Reorganization, any Real Estate Separation Agreements to which Purchaser or any of its Affiliates is a party, duly executed by Purchaser or such Affiliates;
(k) Purchaser shall pay any amounts due to directors, employees, consultants and contractors of the Group Companies constituting Estimated Closing Change of Control Payments and shall pay all other Estimated Closing Transaction Expenses for which invoices have been submitted to Purchaser at or least three Business Days prior to the Closing Date;
(l) Seller shall deliver duly executed pay off letters from each of the holders of the Indebtedness described on Section 1.03(l) of the Seller Disclosure Letter (the “Funded Indebtedness”), in a form reasonably satisfactory to Purchaser, certifying that all such Funded Indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to this Agreement.Section 1.03(m) hereof, together with documentation evidencing to the reasonable satisfaction of Purchaser the authorization of release of all Liens securing such Funded Indebtedness upon receipt by such holders of funds pursuant to Section 1.03(m);
(em) At Purchaser shall pay to the holders of the Funded Indebtedness an amount sufficient to repay all such Funded Indebtedness, with the result that immediately following the Closing there will be no further monetary obligations of any Group Company with respect to any Funded Indebtedness outstanding immediately prior to the Closing, Buyer and in each case, as set forth in the applicable pay off letter; and
(n) Seller shall also close on deliver to Purchaser executed termination statements or releases for any UCC financing statements covering the transactions specified in Transferred Assets and such other documents or instruments as may be required to demonstrate that, effective as of the Subscription AgreementClosing, the Transferred Assets are released or otherwise made free from any and all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Valvoline Inc), Equity Purchase Agreement (Valvoline Inc)
Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties:
(a) the Sellers shall deliver to the Buyer certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer;
(b) the Buyer shall pay to each Seller by wire transfer of immediately available funds to a bank account designated in writing by each such Seller (such designation to be made at least two (2) Business Days prior to the Closing Date), (i) with respect to the Common Shares held by such Seller, the product of (x) the Per Common Share Closing Date Cash Consideration, if any, multiplied by (y) the Common Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto (as the same may be updated prior to the Closing in accordance with Section 2.1(b)) and (ii) with respect to the Preferred Shares held by such Seller, the product of (x) the Per Preferred Share Cash Consideration multiplied by (y) the number of Preferred Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto;
(c) the Buyer shall deliver to each Seller a number of shares of Buyer Common Stock, which may be represented by one or more certificates or may be uncertificated, at each Seller’s election, equal to the product of (x) the Per Share Buyer Stock Consideration multiplied by (y) the number of Common Shares outstanding on the Closing Date owned by such Seller as listed on Schedule 4.5(a) attached hereto (as the same may be updated prior to the Closing in accordance with Section 2.1(b)), less any shares of Buyer Common Stock delivered to the Escrow Agent in accordance with the last sentence of the definition of Closing Date Common Stock Cash Consideration; provided, that any payment hereunder to be made in the form of shares of Buyer Common Stock shall be entitled made only in whole shares, and any fractional shares shall be rounded up to receive the nearest whole share; and
(d) the Buyer shall deliver to the Bank by wire transfer of immediately 8,785,819 available funds to such bank account of the Purchase Price Shares Bank designated in writing by the Bank (such designation to be made at least two (2) Business Days prior to the “Initial Purchase Price Shares”); Closing Date) an amount equal to the remaining 1,500,000 Credit Agreement Outstanding Payoff Amount;
(e) the Buyer shall deliver the Escrow Amount, including any shares of Buyer Common Stock, if applicable, to the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant Agent to Section 2.3(d) and shall be held and disposed of disbursed in accordance with the terms of the Escrow Agreement.;
(bf) 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 the bank account designated in writing by Seller.
the Sellers’ Representative (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 such designation to be delivered by Seller made at or least two (2) Business Days prior to the Closing pursuant to this Agreement.Date) the Sellers’ Representative Expenses Amount;
(eg) At the ClosingBuyer shall deliver by wire transfer of immediately available funds to the bank account designated in writing by Avista Capital Partners, LP (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Management Fee, as specified by the Company in accordance with Section 2.1(b);
(h) the Buyer and Seller shall also close on deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the transactions specified Company (such designation to be made at least two (2) Business Days prior to the Closing Date) amounts equal, in the Subscription Agreementaggregate, to the Seller Transaction Expenses, as specified by the Company in accordance with Section 2.1(b); and
(i) the Buyer shall deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) amounts equal, in the aggregate, to the Transaction Bonuses (and the Company shall timely remit all applicable withholding obligations with respect to such Transaction Bonuses to the proper third parties in accordance with all applicable Laws).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Avista Capital Partners GP, LLC), Stock Purchase Agreement (Angiodynamics Inc)
Transactions to be Effected at the Closing. 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 Purchaser shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required cause to be delivered by Buyer at or prior to the Closing pursuant to this AgreementSellers, and (iii) the Estimated Closing Cash Amount, to be paid payment by wire transfer of immediately available funds to an account bank accounts designated in writing by Seller.Sellers at least two (2) Business Days prior to the Closing Date, an aggregate amount equal to the Initial Closing Date Amount (with such aggregate amount to be split between such bank accounts as may be designated in writing by Sellers);
(b) Sellers shall deliver to Purchaser any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Transferred Equity Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by Sellers, as applicable;
(c) At Sellers shall deliver to Purchaser the Closingcertificate required to be delivered pursuant to Section 7.2(c);
(d) Purchaser shall deliver to Sellers the certificate required to be delivered pursuant to Section 7.3(c);
(e) Except as set forth on Section 2.4(e) of the Seller Disclosure Letter, BuyerSellers shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the release and termination effective as of the Closing of (i) any Liens (other than Permitted Liens) with respect to the Acquired Subsidiaries, Seller (ii) any Liens (other than those arising under applicable securities Laws) with respect to the Transferred Equity Interests and Xxxxxx Jan Xxxxx Lijdsman(iii) any and all Indebtedness for borrowed money of, civil law notary or guarantees of indebtedness for borrowed money provided by, any of the Acquired Subsidiaries other than in Amsterdamthe case of clause (iii) Indebtedness under Embarq Corporation’s 7.995% Notes due 2036 issued under the Embarq Indenture;
(f) Sellers shall deliver to Purchaser, and Purchaser shall deliver to Sellers, the Netherlands Transition Services Agreement in the form attached as Exhibit A (the “Escrow AgentTransition Services Agreement”);
(g) Sellers shall execute deliver to Purchaser, and Purchaser shall deliver to Sellers, the Escrow Network Services Agreement substantially in substantially the form attached hereto as Exhibit C (the “Escrow Network Services Agreement”).;
(dh) At Sellers shall deliver to Purchaser, and Purchaser shall deliver to Sellers, the ClosingMaster Services Agreement substantially in the form attached as Exhibit D (the “Master Services Agreement”);
(i) Sellers shall deliver to Purchaser, and Purchaser shall deliver to Sellers, the Colocation Agreement substantially in the form attached as Exhibit E (the “Colocation Agreement”);
(j) Each Seller shall deliver to Buyer Purchaser a completed and executed IRS Form W-9 with respect to such Seller; and
(or if Buyer so elects, k) Sellers shall deliver 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 LiensPurchaser, and (v) all other documentsPurchaser shall deliver to Sellers, instruments or certificates required to be delivered such additional Transaction Agreements as contemplated 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.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Lumen Technologies, Inc.)
Transactions to be Effected at the Closing. (a) Seller shall be entitled At the Closing, the Buyer will:
(i) pay to receive Oak by wire transfer of 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 available funds in accordance with the terms instructions set forth under the heading “Payment Instructions” opposite Oak’s name on the Seller Spreadsheet an amount equal to the Oak Closing Date Consideration;
(ii) pay to each Class A Common Unit Holder by wire transfer of immediately available funds in accordance with the instructions set forth under the heading “Payment Instructions” opposite such Class A Common Unit Holder’s name on the Seller Spreadsheet an amount equal to such Class A Common Unit Holder’s Closing Date Consideration;
(iii) pay to each Class B Common Unit Holder by wire transfer of immediately available funds in accordance with the instructions set forth under the heading “Payment Instructions” opposite such Class B Common Unit Holder’s name on the Seller Spreadsheet an amount equal to such Class B Common Unit Holder’s Closing Date Consideration;
(iv) pay, or cause the Company to pay, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, the Indebtedness of the Acquired Companies as of the Closing Date as specified in the Statement of Indebtedness and Transaction Expenses delivered to the Buyer prior to Closing pursuant to Section 2.2(b)(i)B;
(v) pay, or cause the Company to pay, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, those Sellers’ Transaction Expenses specified in the Statement of Indebtedness and Transaction Expenses delivered to the Buyer prior to Closing pursuant to Section 2.2(b)(i)B;
(vi) deliver to Oak the Oak Indemnity Escrow Agreement, duly executed by the Buyer;
(vii) deliver to the Representative the Non-Oak Sellers Indemnity Escrow Agreement, duly executed by the Buyer;
(viii) deposit, or cause the Company to deposit, the Oak Indemnity Escrow Amount and the Non-Oak Sellers Indemnity Escrow Amount with the Escrow Agent;
(ix) deliver to the Sellers an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units); and
(x) deliver to the Representative all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement (including Section 8.3 hereof).
(b) At the Closing, Buyer shall Oak will deliver to Seller the Buyer:
(i) an original a certificate or certificates representing the Initial Purchase Price Oak Shares duly endorsed or accompanied by stock powers duly endorsed in blank and all other documents and instruments necessary to vest in the Buyer all of Oak’s right, title and interest in and to the Oak Shares, free and clear of all Liens;
(ii) the Books and Records of Oak Blocker; and
(iii) an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units).
(c) At the Closing, each Class A Common Unit Holder will deliver to the Buyer an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units and each Class A Common Unit Holder as withdrawing as a member of Parent) and all other documentation and instruments necessary to vest in the Buyer all of such Class A Common Unit Holder’s right, title and interest in to the Class A Common Units, free and clear of all Liens; and
(d) At the Closing, each Class B Common Unit Holder will deliver to the Buyer:
(i) an executed copy of the Closing Operating Agreement Amendment (showing Oak Blocker and the Buyer as the owner of all Units and each Class B Unit Holder as withdrawing as a member of Parent) and all other documents and instruments necessary to vest in the Buyer all of such Class B Common Unit Holder’s right, title and interest in and to the Class B Common Units, free and clear of all Liens; and
(ii) all original executed Restricted Unit Agreements with respect to the Class B Common Units set forth opposite such Class B Common Unit Holder’s name on the Seller Spreadsheet, which agreements shall be terminated as of the Effective Time.
(e) At the Closing, each Seller and the Representative, as applicable, will deliver to the Buyer:
(i) all copies of the consents, approvals and notices (if any) listed on Schedule 2.4(e)(i) to this Agreement (collectively, the “Required Consents”) obtained or provided, as the case may be, in form and substance satisfactory to the Buyer;
(ii) evidence satisfactory to the Buyer of the completion of the matters set forth in Section 7.4(b);
(iii) customary pay-off letters or similar acknowledgments of the full discharge and satisfaction of any Indebtedness of Parent or any Subsidiary setting forth the amount owed as of the Closing Date and indicating that upon payment of such amount, such Indebtedness will be discharged in full and all related Liens (other than Permitted Liens) will be released and removed;
(iv) the Non-Oak Sellers Indemnity Escrow Agreement, duly executed by the Representative;
(v) the Oak Indemnity Escrow Agreement, duly executed by the Representative;
(vi) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2);
(vii) a properly completed and executed Form W-9 or Form W-8 as applicable;
(viii) the Books and Records of each of the Acquired Companies;
(ix) the resignations, effective as of the Closing, pursuant to Section 7.3;
(x) a copy of (A) the certificate of formation, as amended (or similar incorporation or formation documents), of each Acquired Company, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than three (3) Business Days prior to the Closing and accompanied by a certificate of the Secretary or Assistant Secretary of each such entity, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or similar incorporation or formation documents) since such date and (B) all other Organizational Documents of each Acquired Company, certified by the Secretary or Assistant Secretary of each such entity;
(xi) good standing certificates for each Acquired Company from the Secretary of State (or other appropriate Person) of the jurisdiction in which each such entity is incorporated or organized and from the Secretary of State (or other appropriate Person) in each other jurisdiction in which such Acquired Company is qualified to do business as a foreign entity, in each case dated as of a date not earlier than five (5) Business Days prior to the Closing; and
(xii) all other documents, instruments or certificates required to be delivered by Buyer the Sellers at or prior to the Closing pursuant to this Agreement, and Agreement (iii) the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by Sellerincluding Section 8.2 hereof).
(cf) At the Closing, BuyerParent will deliver to the Buyer each of the documents, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands instruments or certificates required to be delivered by Parent at or prior to Closing (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”including Section 8.2).
(dg) At the Closing, Seller shall the Company will deliver to the 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 Seller Spreadsheet and each 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 the Company at or prior to the Closing pursuant to this Agreement(including Section 8.2).
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
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 deliver:
(i) to Sellers’ Representative, the Closing Cash Consideration by wire transfer of immediately available funds to an original certificate account or certificates representing accounts that shall be designated in writing by Sellers’ Representative to Buyer no later than two Business Days prior to the Initial Purchase Price Shares, Closing Date for further payment by Sellers’ Representative to Sellers in accordance with Sellers’ applicable Selling Percentages (or such other manner as agreed to by Sellers); and
(ii) to the applicable lenders or creditors, the Outstanding Debt;
(iii) to the applicable third-party payees, the Transaction Costs;
(iv) to Sellers’ Representative, the Common Stock Consideration for further distribution by Sellers’ Representative to Sellers in accordance with Sellers’ applicable Selling Percentages (or such other manner as agreed to by Sellers); provided that, with respect to each distribution of shares of Sterling Common Stock comprising the Common Stock Consideration to the individual Sellers, the number of shares of Sterling Common Stock deliverable to the individual Sellers shall be rounded up or down, as shall be determined by Sellers’ Representative, to the nearest whole number to eliminate fractional shares and so that the aggregate number of shares comprising the Common Stock Consideration are delivered to Sellers as a whole;
(v) 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 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 SellerSection 8.03.
(cb) 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, each Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) stock certificates for evidencing the Acquired Shares duly endorsed or accompanied held 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 such Seller’s right, title and interest in and to the Acquired Shares, free and clear of all LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Transaction Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by such Seller at or prior to the Closing pursuant to this AgreementSection 8.02.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
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, Closing Buyer shall deliver to Seller shall:
(i) an original certificate or certificates representing deliver to the Initial Purchase Price Shares, Company and the Company Shareholders a duly executed counterpart of this Agreement and each of the Buyer Ancillary Agreements to which Buyer is a party;
(ii) deliver to the Company and FBC all other agreements, documents, instruments or certificates and other items required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and Closing;
(iii) provide the Estimated Closing Cash Amount, to be paid by wire transfer Company Shareholders with duly executed shareholders’ resolutions (i) accepting the resignation of immediately available funds to an account designated in writing by Seller.
the current managers of the Company and (cii) At appointing as of the Closing, new managers of the Company;
(iv) provide the evidence that following the transfer of the Company Shares to Buyer, Seller the registered office of the Company will be transferred and Xxxxxx Jan Xxxxx Lijdsmanthe domiciliation agreement be terminated, civil law notary in Amsterdamor as the case may be, provide evidence that transfer of the Netherlands Company Shares to Buyer and related change of control of the Company has been accepted by the trust company with which the Company has its office registered and the domiciliation agreement continued; and
(v) issue the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”Acquisition Shares to FBC pursuant to Section 2.2(a).
(db) At the Closing, Seller shall Closing the Company and each Company Shareholder shall:
(i) deliver to Buyer (a duly executed counterpart of this Agreement and each of the Company Ancillary Agreements or if Buyer so elects, Company Shareholder Ancillary Agreements to which the Company or such Company Shareholder is 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, party;
(ii) a duly executed instrument deliver to Buyer all other agreements, documents, instruments or certificates and other items required to be delivered by the Company or such Company Shareholder, or any of assignment thereof in proper form under their respective Affiliates, at or prior to the laws of Luxembourg, Closing;
(iii) surrender its share certificate or certificates (if any) which as of the Closing represented the Company Shares (the “Company Certificates”); provided, that in the event any Company Certificate shall have been lost, stolen or destroyed, the owner of such lost, stolen or destroyed Company Certificate shall provide to Buyer an indemnity agreement or bond against any claim that may be made against Buyer with respect to the Company Certificate alleged to have been lost, stolen or destroyed;
(iv) deliver to Buyer a certified true copy of the share resolutions of the Company Shareholders approving the Acquisition in accordance with and pursuant to this Agreement and the Buyer as the new shareholder of the Company for the purpose of article 189 of the Luxembourg Company Law;
(v) deliver to Buyer a certified true copy of the duly updated shareholders’ register of the Acquired Company)Company evidencing the registration of the transfer of the Company Shares from the Company Shareholders to Buyer, along with any required transfer stamps affixed thereto, (iv) all other documents corporate books and instruments necessary records and registers (complete and duly written up-to-date) of the Company;
(vi) deliver to vest in Buyer (or its Subsidiary) transfer forms for all of Seller’s right, title and interest the Company Shares duly executed in and to the Acquired Sharesfavour of Buyer as transferee, free and clear of all LiensEncumbrances, and duly executed by the registered holders as transferors; and
(vvii) all other documentswritten evidence of due corporate action taken to effect the termination of each 401(k) Plan sponsored or maintained by TD Corp, instruments or certificates required to be delivered by Seller at or effective as of no later than one day prior to the Closing pursuant to this Agreement.
(e) At but such termination may be contingent upon the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement).
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller shall be entitled to receive At the Closing (and in any event on the Closing Date), Buyer shall:
(i) pay by wire transfer of immediately 8,785,819 available funds the applicable Pro Rata Share of the Purchase Price Shares Closing Cash Consideration less the applicable Pro Rata Share of the Holdback Cash Amount to each Seller in accordance with Section 2.01(a) and to the applicable bank account designated by each Seller at least three (3) Business Days prior to the Closing (the “Initial Purchase Price SharesSellers' Bank Accounts”); . Receipt of such sum in the remaining 1,500,000 Seller Bank Accounts shall be a good and valid discharge by Buyer of its obligation to make such payments;
(ii) deliver a letter of instruction, in form and substance as reasonably approved by the Sellers' Representative prior to the Closing, to Buyer's transfer agent irrevocably instructing the transfer agent to issue to each Seller, in book-entry form, the applicable Pro Rata Share of the Purchase Price Closing Stock Consideration less the applicable Pro Rata Share of the Holdback 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 Section 2.01(a) (the terms of the Escrow Agreement."Instruction Letter"); and
(biii) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing Sellers the Initial Purchase Price Shares, (ii) 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 8.03 of 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.
(cb) At the ClosingClosing (and in any event on the Closing Date), 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”).Sellers shall:
(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 deliver (or if the Acquired Shares are not certificated, (iiA) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy of the share register of certificates evidencing 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 LiensEncumbrances; (B) stock transfer forms with respect to the Shares, duly executed and (vC) an irrevocable power of attorney in form and substance as reasonably approved by Buyer and the Sellers' Representative without delay prior to the Closing, executed by each Seller in favor of Buyer in respect of the rights attaching to the Company Shares; and
(ii) deliver the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller Sellers at or prior to the Closing pursuant to Section 8.02 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
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 shall:
(i) an original certificate or certificates representing deliver to Seller: (A) the Initial Payment, less (B) the Purchase Price SharesAdjustment Escrow Amount, and less (iiC) all other documentsthe Indemnity Escrow Amount, instruments by wire transfer of immediately available funds to one or certificates required more accounts designated in writing by Seller to be delivered by Buyer at or no later than three (3) Business Days prior to the Closing pursuant Date;
(ii) deliver to this AgreementSeller the Ancillary Documents to which Xxxxx is a party, and duly executed by Xxxxx;
(iii) deliver to the Estimated holders of outstanding Indebtedness, if any, by wire transfer of immediately available funds that amount of money due and owing from Seller to such holders of outstanding Indebtedness as set forth on the Closing Cash AmountStatement;
(iv) deliver to the designated third parties by wire transfer of immediately available funds that amount of money due and owing from Seller or any Shareholder to such third parties as Transaction Expenses as set forth on the Closing Statement; and
(v) deliver to the Escrow Agent:
(A) the Purchase Price Adjustment Escrow Amount (such amount, to be paid including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller in writing Section 2.07(d);
(B) the Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnity Escrow Fund”) by Sellerwire transfer of immediately available funds to an account designated by the Escrow Agent, to be held for the purpose of securing the obligations of Seller and the Shareholders in Section 6.02; and
(C) the Escrow Agreement, duly executed by Xxxxx.
(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”).
(db) At the Closing, Seller shall deliver to Buyer and, in the case of the Escrow Agreement being delivered pursuant to clause (or if Buyer so electsii) below, to a Subsidiary of Buyer) the Escrow Agent:
(i) certificates for the Acquired Shares Ancillary Documents, duly endorsed or accompanied executed by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, Xxxxxx;
(ii) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the meaning of Section 1445 of the Code, duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, by Seller;
(iii) a certified copy all approvals, consents and waivers that are listed on Section 3.04 of the share register of Disclosure Schedules, duly executed by the Acquired Company), with any required transfer stamps affixed thereto, counterparts thereof;
(iv) all other documents and instruments necessary to vest in Buyer a good standing certificate (or its Subsidiaryequivalent) all for Seller from the Secretary of Seller’s right, title State of the State of California and interest each other jurisdiction in and which Seller is required to the Acquired Shares, free and clear of all Liens, and be registered to do business as a foreign corporation;
(v) a satisfaction and release agreement executed by Bank of America, N.A. acknowledging that all other documentsobligations owed by the Company to Bank of America, instruments or certificates required N.A. have been satisfied and authorizing the Company to be delivered by Seller at or prior to file a UCC-3 termination statement discharging the Closing pursuant to this Agreement.lien on the Purchased Assets; and
(evi) At the Closing, such other documents or instruments as Buyer and Seller shall also close on the transactions specified in the Subscription Agreementmay reasonably request.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kingsway Financial Services Inc)
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price, by wire transfer of immediately available funds to such account or accounts as Seller shall be entitled designate in writing to receive immediately 8,785,819 Buyer prior to the Closing;
(ii) a certificate of Manager of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the sole member of Buyer authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents to which it is a party and the consummation of the Purchase Price Shares transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(the “Initial Purchase Price Shares”); the remaining 1,500,000 iii) a certificate of the Purchase Price Shares (Manager of Buyer certifying the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) names and shall be held and disposed of in accordance with the terms signatures of the Escrow authorized representative of Buyer authorized to sign this Agreement, the Transaction Documents to which it is a party and the other documents to be delivered hereunder and thereunder; and
(iv) all Transaction Documents to which Buyer or any of its Affiliates are parties, each duly executed by Buyer and such Affiliates.
(b) At the Closing, Buyer Seller shall deliver to Seller Buyer:
(i) an original certificate or certificates representing the Initial Purchase Price Shares, written resignations required by Section 5.01;
(ii) a validly executed certificate from Seller in a form reasonably acceptable to Buyer conforming to the applicable requirements of Treasury Regulations Section 1.1445-2(b); and
(iii) a certificate of an officer of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) a certificate of the Secretary of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents to which it is a party and the other documents, instruments or certificates required documents to be delivered hereunder and thereunder;
(v) a certificate of good standing for each Target, issued by Buyer at or the Delaware Secretary of State and dated not more than ten (10) days 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.Date; and
(cvi) At the Closingall Transaction Documents to which Seller or any of its Affiliates are parties, Buyer, each duly executed by 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”)such Affiliates.
(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.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Amrep Corp.)
Transactions to be Effected at the Closing. (a) Seller shall be entitled At the Closing, Buyer shall:
(i) deliver to receive immediately 8,785,819 each Seller, his, her or its Pro Rata Percentage of the Purchase Price Shares Price, less the Escrow Amount, and the Adjustment Escrow Amount, by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative to Buyer no later than two Business Days prior to the Closing Date;
(the “Initial Purchase Price Shares”); the remaining 1,500,000 ii) pay, on behalf of the Purchase Price Shares (Company, to such account or accounts as the “Escrow Purchase Price Shares”), shall be deposited in escrow Company specifies to Buyer pursuant to Section 2.3(dthe Estimated Closing Statement, the aggregate amount of the Estimated Indebtedness;
(iii) deposit the Escrow Amount, and shall the Adjustment Escrow Amount with the Escrow Agent by wire transfer of immediately available funds, which will be held and disposed of by the Escrow Agent in accordance with the terms of the Escrow Agreement.Agreement to secure the indemnification obligations of Sellers hereunder and be available in connection with certain adjustments to the Purchase Price under Section 2.05; and
(biv) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price SharesCompany, (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 8.03 of 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.
(cb) At the Closing, Buyerto the extent not previously delivered, 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, each Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) certificates for an assignment of the Acquired Shares Purchased Interests held by such Seller to Buyer in the form of Exhibit D hereto (the “Assignment”), duly endorsed or accompanied executed by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, such Seller; and
(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) other Transaction Documents and all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s rightagreements, 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 such Seller at or prior to the Closing pursuant to Section 8.02 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crawford & Co)
Transactions to be Effected at the Closing. At the Closing:
(a) the PSHS Seller shall be entitled deliver to receive immediately 8,785,819 Purchaser: (i) certificates representing the PSHS Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the PSHS Seller, shall represent 37.5% of the Purchase Price Shares partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the PSHS Seller, and (iii) a certificate dated as of the Closing Date stating the PSHS Seller’s name, tax identifying number and address, stating that the PSHS Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “Initial Purchase Price SharesFIRPTA Certificate”); 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 Katzell Seller shall deliver to Seller Purchaser: (i) an original certificate or certificates representing the Initial Purchase Price SharesKatzell Partnership Interest, duly endorsed to Purchaser or accompanied by partnership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the Katzell Seller, shall represent 9% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) all other documents, instruments or certificates required to be delivered Noncompetition and Confidentiality Agreement executed by Buyer at or prior to the Closing pursuant to this AgreementKatzell Seller, and (iii) a certificate dated as of the Estimated Closing Cash AmountDate stating the Katzell Seller’s name, tax identifying number and address, stating that the Katzell Seller is not a “foreign person,” sworn to be paid by wire transfer under penalties of immediately available funds perjury and otherwise in form and substance sufficient to an account designated in writing by Sellersatisfy the requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “FIRPTA Certificate”).
(c) At the ClosingXxxxxx Seller shall deliver to Purchaser: (i) certificates representing the Xxxxxx Partnership Interest, Buyerduly endorsed to Purchaser or accompanied by partnership interest powers duly endorsed to Purchaser, in proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the certificates delivered to Purchaser by the Xxxxxx Seller, shall represent 9% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) Noncompetition and Confidentiality Agreement executed by the Xxxxxx Seller, and (iii) a certificate dated as of the Closing Date stating the Xxxxxx Seller’s name, tax identifying number and address, stating that the Xxxxxx Seller is not a “foreign person,” sworn to under penalties of perjury and Xxxxxx Jan Xxxxx Lijdsman, civil law notary otherwise in Amsterdam, form and substance sufficient to satisfy the Netherlands requirement of Treasury Regulation Section 1.1445-2(b)(2) (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow AgreementFIRPTA Certificate”).
(d) At the Closing, PBSA Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) Purchaser: (i) certificates for representing the Acquired Shares PBSA Partnership Interest, duly endorsed to Purchaser or accompanied by stock partnership interest powers duly endorsed to Purchaser, in blank (or proper form for transfer, with appropriate stock transfer Tax stamps, if any, affixed, which, together with the Acquired Shares are not certificatedcertificates delivered to Purchaser by the PBSA Seller, shall represent 12% of the partnership interests of the Partnership outstanding as of the Closing Date; (ii) a duly Noncompetition and Confidentiality Agreement executed instrument of assignment thereof in proper form under by the laws of LuxembourgPBSA Seller, and (iii) a certified copy certificate dated as of the share register of Closing Date stating 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 PBSA Seller’s rightname, title tax identifying number and interest address, stating that the PBSA Seller is not a “foreign person,” sworn to under penalties of perjury and otherwise in form and substance sufficient to satisfy the Acquired Shares, free and clear requirement of all Liens, and Treasury Regulation Section 1.1445-2(b)(2) (v) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement“FIRPTA Certificate”).
(e) At Purchaser shall deliver to the PSHS Seller: (i) the Cash Purchase Price for the PSHS Seller, and (ii) a certificate representing the Purchaser Stock for the PSHS Seller issued to the PSHS Seller.
(f) Purchaser shall deliver to the Katzell Seller by wire transfer to such bank account of Bank of America designated in writing by the Katzell Seller (such designation to be made at least three (3) business days prior to the Closing Date) the Cash Purchase Price for the Katzell Seller.
(g) Purchaser shall deliver to the Xxxxxx Seller: (i) the Cash Purchase Price for the Xxxxxx Seller, and (ii) a certificate representing the Purchaser Stock for the Xxxxxx Seller issued to the Xxxxxx Seller.
(h) Purchaser shall deliver to the PBSA Seller the Cash Purchase Price for the PBSA Seller.
(i) Purchaser shall: (i) deliver by wire transfer to such bank account of Equitable Bank designated in writing by the PSHS Seller (such designation to be made at least three business days prior to the Closing Date), immediately available funds in an amount equal to the Credit Facility Amount, as shown on payoff letters obtained by the PSHS Seller from Equitable Bank and delivered to Purchaser at least one day prior to the Closing Date is such amounts have not been paid off prior to the Closing Date; (ii) deliver by wire transfer to the applicable bank account(s) designated in writing by the Partnership any other Indebtedness of the Partnership, if any, if such amounts are not paid off prior to the Closing Date, if applicable and (iii) deliver payment to the applicable accounts designated therefore of all Transaction Expenses.
(j) If there are any other liens encumbering the partnership interests being purchased from any of the Sellers, then the attendant indebtedness needs to be identified and paid off prior to Closing, Buyer or alternatively, Purchaser will pay off such attendant indebtedness at the Closing and Seller shall also close on reduce the transactions specified in respective cash portions of the Subscription Agreementpurchase price payable to the applicable Seller(s).
Appears in 1 contract
Samples: Securities Purchase Agreement (Paincare Holdings Inc)
Transactions to be Effected at the Closing. (a) Seller At the closing, the Purchaser shall be entitled deliver to receive immediately 8,785,819 the Vendor:
(i) share certificates or Direct Registration System Advices representing such number of HITI Shares as is equal to the Equity Amount, free and clear of all Encumbrances, with each HITI Share having a price equal to the 10-day volume weighted average trading price of the Purchase Price HITI Shares on the Canadian Securities Exchange immediately prior to the Closing Date;
(ii) a certificate representing the Convertible Debenture in the principal amount of the Vendor Loans;
(iii) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request, substantially in the form attached hereto as Schedule “A” duly executed by the Purchaser;
(iv) a share pledge agreement, in the form attached as Schedule “B” (the “Initial Purchase Price SharesShare Pledge Agreement”); , duly executed by the remaining 1,500,000 Purchaser, pursuant to which the Purchaser will pledge all of its rights and interest in the Shares held by the Purchaser upon completion of the Purchase Price Shares transactions contemplated hereby, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;
(v) a general security agreement, in the form attached as Schedule “C” (the “Escrow Purchase Price SharesGeneral Security Agreement”), shall be deposited in escrow duly executed by the Corporation, pursuant to Section 2.3(d) and shall be held and disposed of which the Corporation will grant a security interest in accordance with the terms assets of the Escrow Agreement.Corporation, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;
(b) At the Closing, Buyer shall deliver to Seller (ivi) an original certificate or certificates representing assignment of debt agreement, in the Initial Purchase Price Sharesform attached as Schedule “D” (the “Debt Assignment Agreement”), duly executed by the Purchaser and the Corporation, pursuant to which the Purchaser will assign to the Vendor its rights and interest in certain debts owed to the Purchaser by the Corporation in respect of certain loans advanced by the Purchaser to the Corporation, as security for the obligations of the Purchaser to the Vendor pursuant to the Convertible Debenture;
(iivii) resignations and releases, in the form attached as Schedule “E” (together, the “Resignations and Releases”), duly executed by each of the directors and/or officers of the Corporation listed in Schedule “F” (together, the “Outgoing Directors and Officers”);
(viii) an agreement to terminate the Unanimous Shareholders Agreement, in the form attached as Schedule “I” (the “USA Termination Agreement”), duly executed by the Purchaser and the Corporation; and
(ix) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Purchaser under 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.
(cb) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdamclosing, 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 Vendor shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) the Purchaser:
(i) share certificates for representing 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 Minority Shares, free and clear of all LiensEncumbrances, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to the Purchaser that the Purchaser or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;
(ii) the subscription agreement, substantially in the form attached hereto as Schedule “G” (the “Subscription Agreement”), properly completed and executed with respect to the HITI Shares and the Convertible Debenture to be issued to the Vendor pursuant to Section 2.02;
(iii) a non-competition agreement, substantially in the form attached hereto as Schedule “H” (the “Non-Compete Agreement”) duly executed by the Vendor and such other persons as the Purchaser may reasonably request;
(iv) a mutual release, by and among the Vendor, the Corporation, the Purchaser, and such other persons as the Purchaser may reasonably request; substantially in the form attached hereto as Schedule “A” duly executed by the Vendor and the Corporation and such other persons as the Purchaser may reasonably request;
(v) the USA Termination Agreement, duly executed by the Vendor and the Corporation; and
(vi) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Vendor under this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. The following events shall constitute the Closing in the following sequential order of events:
(a) First, Seller shall deliver to Buyer:
(i) such instruments of transfer required or reasonably requested by Bxxxx to transfer and assign the Closing Equity to the Buyer;
(ii) a duly executed Post Closing Funds Management Agreement;
(iii) a duly executed Post Closing Assignment Agreement;
(iv) a duly executed Transition Services Agreement; and
(v) a duly executed Post Closing Covenant Agreement.
(vi) all other agreements, documents, instruments or certificates required to be entitled delivered by Seller at or prior 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 Closing pursuant to Section 2.3(d) and shall be held and disposed 6.02 of in accordance with the terms of the Escrow this Agreement.
(b) At the ClosingSecond, Buyer shall deliver to Seller Seller:
(i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.03 of this Agreement, and ; and
(ii) a duly executed Post Closing Funds Management Agreement;
(iii) a duly executed Post Closing Assignment Agreement;
(iv) a duly executed Transition Services Agreement; and
(v) a duly executed Post Closing Covenant Agreement.
(c) Upon the Estimated Closing Cash Amount, to be paid by wire foregoing transfer of Closing Equity, exchange of executed documents, and the consent of the Parties, Bxxxx shall immediately available funds deliver cash (i) to Platinum Bank, (“Lender”), in an amount to pay off all Indebtedness of the Seller, Targets and Acquired Companies, (the “Payoff Amount”), pursuant to a payoff letter or similar instrument provided by Lender no later than one (1) Business Day prior to the Closing Date and (ii) to Seller in an amount equal to the Purchase Price less the Payoff Amount 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 no later than two (or if Buyer so elects, to a Subsidiary of Buyer2) (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 Business Days prior to the Closing pursuant to this Agreement.
Date (e) At together, the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.“Purchase Price Transaction”);
Appears in 1 contract
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 the Purchaser shall deliver to Seller the Sellers:
(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 By wire transfer of immediately available funds to each individual Seller account as set forth on the Flow of Funds Memorandum, an account designated amount equal in writing accordance with the Agreed Allocations of the Initial Cash Payment as defined in Section 2.04(a). In the event that Sellers do not timely deliver a Flow of Funds Memorandum to Purchaser, Purchaser may pay the amounts in the foregoing sentence to each Seller by Sellercheck in accordance with the Agreed Allocations.
(ii) Within three Business Days of the Closing, the Purchaser shall transfer the Purchaser Preferred Stock in the Initial Stock Payment as directed by the Sellers, in book-entry form.
(iii) The Escrow Agreement, duly executed by the Purchaser, the Company and the escrow agent.
(iv) The Transition Agreement, duly executed by the Purchaser and the Company.
(v) The Hosting Agreement, duly executed by the Purchaser and the Company. The Partnership Agreement, duly executed by the Purchaser and the Company.
(vi) All other agreements, documents, instruments or certificates as the Sellers and the Company reasonably request that are necessary or desirable to consummate the transactions contemplated by this Agreement.
(b) On or before the Closing Date, the Company shall pay the following amounts:
(i) Closing Indebtedness of the Company to be paid at or prior to Closing; and
(ii) any Seller Transaction Expenses unpaid at Closing.
(c) At the Closing, Buyerthe Sellers shall deliver, 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 or cause to Buyer (or if Buyer so electsbe delivered, to a Subsidiary of Buyer) the Purchaser:
(i) Stock certificates for evidencing 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 LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto.
(ii) A list of Payoff Amounts for all Indebtedness of the Company, including all Indebtedness listed on Schedule 2.06(c)(ii), and all Seller Transaction Expenses (the “Payoff Certificate”), together (A) with appropriate termination statements under the applicable Uniform Commercial Code or comparable Laws or Payoff Letters, and (vB) all invoices or other documentsdocumentation evidencing required Payoff Amounts and payees of such Seller Transaction Expenses, instruments or certificates required to be delivered by Seller at or prior in each case in form and substance reasonably satisfactory to the Closing pursuant to this AgreementPurchaser, if applicable.
(eiii) At The release of all guarantees made by the ClosingCompany on behalf of any other Person, Buyer in each case in form and Seller shall also close on substance reasonably satisfactory to the transactions specified in the Subscription AgreementPurchaser, if applicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bridgeline Digital, Inc.)
Transactions to be Effected at the Closing. 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, each Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) Purchaser (i) certificates for representing the Acquired Shares owned by such Seller, duly endorsed in blank or accompanied by stock powers duly endorsed in blank (or in proper form for transfer, with appropriate transfer tax stamps, if the Acquired Shares are not certificatedany, affixed and (ii) a duly executed instrument such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of assignment thereof the conditions and compliance with the covenants set forth in proper form under the laws of Luxembourgthis Agreement;
(b) Purchaser shall deliver to each Seller, (iiii) payment, by wire transfer to a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, bank account designated in writing by such Seller (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 such designation to be delivered by Seller made at or least two business days prior to the Closing Date), of immediately available funds in an amount equal to, in the case of Sylvan, the Sylvan Purchase Price, in the case of Pyramid, the Pyramid Purchase Price, in the case of GE Cap-Eq, the GE Purchase Price and, in the case of SSC, the Common Purchase Price and (ii) such other documents as any of the Sellers or their respective counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
(c) Purchaser shall cause the Company to prepay the Company Indebtedness so long as the applicable Lenders deliver appropriate documents releasing all Liens on the Shares or on assets of the Company that collateralize the Company Indebtedness;
(d) Purchaser shall cause the Company to release JLC Holdings, Inc. and SSC from their payment obligations in respect of any accounts receivable of the Company from JLC Holdings, Inc. or SSC; and
(e) Purchaser shall cause the Company to deposit the amount of $400,000 (the "Escrow") with Bankers Trust Company, as escrow agent (the "Escrow Agent"), pursuant to Section 8.01(g) and to be held in accordance with the terms of an escrow agreement having the terms set forth in Exhibit A hereto (the "Escrow Agreement"). The Company hereby waives any obligation of any Preferred Seller to deliver an opinion of counsel in connection with the transfer of Preferred Shares held by it pursuant to this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (World Almanac Education Group Inc)
Transactions to be Effected at the Closing. (a) Seller At the Closing, all of the existing and outstanding Funded Indebtedness 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 repaid in escrow pursuant to Section 2.3(d) and shall be held and disposed of full in accordance with the terms of the Escrow AgreementSection 1.03(c)(i).
(b) At Subject to the terms and conditions of this Agreement, at the Closing, Buyer Sellers and the Company shall deliver or cause to Seller (i) an original certificate or certificates representing be delivered to Purchaser all of the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates documents required to be delivered by Buyer at or prior them pursuant to Article VI.
(c) At the Closing, Purchaser shall make the following payments to the Closing pursuant to this Agreementfollowing recipients:
(i) on behalf of the Company, and (iii) payment of the Estimated Closing Cash Amount, to be paid amount of the Funded Indebtedness by wire transfer of immediately available funds to an account or accounts of the applicable payees thereof designated in writing by Seller.the Payoff Letters;
(cii) At on behalf of Sellers or the ClosingCompany, Buyeras applicable, payment of the Seller and Xxxxxx Jan Xxxxx LijdsmanTransaction Expenses required to be paid at or around Closing by wire transfer of immediately available funds to an account or accounts of the applicable payees thereof, civil law notary as designated in Amsterdamthe Closing Consideration Certificate (it being understood that Sellers’ Representative may elect for a portion of the Seller Transaction Expenses to be deposited in an account under its control for further disbursement by Sellers’ Representative);
(iii) payment of the Group B Sellers Closing Payment by wire transfer of immediately available funds for deposit into the account designated by Sellers’ Representative (subject to Section 1.03(d), to be distributed to Group B Sellers in accordance with their Group B Pro Rata Shares);
(iv) payment of the Netherlands Group A Sellers Closing Payment by wire transfer or immediately available funds for deposit into the account designated by Sellers’ Representative (subject to Section 1.03(d), to be distributed to Group A Sellers in accordance with their Group A Pro Rata Shares); and
(v) payment of the “Escrow Agent”) shall execute and deliver Minority Reorganization Payment by wire transfer of immediately available funds for deposit into the Escrow Agreement in substantially accounts designated by the form attached hereto as Exhibit C (Company for the “Escrow Agreement”)account of the Minority Subsidiary Investors.
(d) At Notwithstanding anything to the Closingcontrary contained herein (including any requirement that any amount shall be paid in accordance with the Pro Rata Shares of Sellers), Seller shall deliver Sellers’ Representative may adjust any payment to Buyer (or if Buyer so elects, be distributed to a Subsidiary of Buyer) Sellers at Closing in accordance with this Agreement to allocate (i) certificates the Group A Sellers Closing Payment and the Group B Sellers Closing Payment among Sellers in a manner that compensates Sellers that did not receive any distributions made by the Company on a non-pro rata basis prior to the Closing Date under the Organizational Documents of the Company, including Sections 4.1(b)(i) and 4.1(b)(ii) of the Company Operating Agreement, for the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if distribution such Sellers would have received had they been made on a pro rata basis under the Acquired Shares are not certificatedCompany Operating Agreement, (ii) a duly executed instrument responsibility for any of assignment thereof in proper form under the laws of LuxembourgSeller Transaction Expenses, and (iii) a certified copy the economic impact of the share register Closing Bonuses and the Closing Bonus Taxes, in any manner Sellers’ Representative may determine in its sole discretion (it being understood by Sellers that any such expenses may be allocated among Sellers in a disproportionate manner). Any allocation of the Acquired Company)Group A Sellers Closing Payment, the Group B Sellers Closing Payment, the Seller Transaction Expenses, the Closing Bonuses and the Closing Bonus Taxes, in accordance with any required transfer stamps affixed theretothis Section 1.03(d) shall be reflected in the Closing Consideration Certificate delivered pursuant to Section 1.05.
(e) Subject to the terms and conditions of this Agreement, (iv) all other documents and instruments necessary at the Closing, Purchaser shall deliver or cause to vest in Buyer (or its Subsidiary) be delivered to Sellers’ Representative 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 documents required to be delivered by Seller at or prior to the Closing Purchaser pursuant to this AgreementSection 6.03.
(ef) At Each Seller hereby agrees to the Closingallocation of the Closing Cash Consideration, Buyer the Adjustment Amount (if any), the Deferred Payment Holdback Amount, the Contingent Consideration (if any) and Seller shall also close on the transactions specified Brand Sale Consideration (if any) contemplated in this Agreement (including in the Subscription AgreementClosing Consideration Certificate), and each Seller forever waives and relinquishes any and all rights to have the Closing Cash Consideration, the Adjustment Amount (if any), the Deferred Payment Holdback Amount, the Contingent Consideration (if any), and the Brand Sale Consideration (if any) allocated or calculated in any other manner, whether pursuant to any provision of the Company Operating Agreement or any other Contract with, or for the benefit of, such Seller. Purchaser and the Company shall be entitled to rely solely on Exhibit A and the Closing Consideration Certificate with respect to the amounts allocated and payable to Sellers or the other payees set forth thereon. Neither Purchaser nor the Company shall be liable for any damages to any Person, including any Seller, for any inaccuracy, error or omission in Exhibit A or the Closing Consideration Certificate, or any action taken in reliance thereon.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Cheesecake Factory Inc)
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 Seller:
(i) an original certificate the Cash Consideration, or certificates representing the Initial Purchase Price Shares, proof of payment of Cash Consideration;
(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, 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”).
(db) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) certificates for An executed copy of the Acquired Stock Power and Assignment of Uncertificated Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, form of Exhibit A hereto;
(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) Transaction Documents and all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s rightagreements, 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 and the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(eiii) At The Seller shall furnish to the ClosingBuyer on or before the Closing Date true and complete copies of the unaudited balance sheet of the Company as of December 31, 2022, and the related statements of operations and cash flows for the year then ended (the “Financial Statements”), setting forth in each case in comparative form the corresponding figures for the corresponding dates and periods of the previous fiscal year, together with reports of auditors thereon.
(iv) The Seller hereby agrees to deliver to Buyer within 30 days of the date hereof those due diligence items (“Due Diligence Items”) requested by Buyer or set forth herein. Buyer shall have until the receipt of all Due Diligence Items, completion of the Financial Statements and thirty (30) days thereafter (“Due Diligence Period”) to review and to approve the Due Diligence Items and any other information or documentation it acquires, including, but not limited to the Financial Statements. If Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration of the Due Diligence Period, Buyer, at its option, may terminate this Agreement by written notice to Seller delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect and the parties hereto shall have no further obligation to one another. However, in lieu of such immediate termination of this Agreement, Buyer may at its option notify the Seller in writing of those matters as to which it has reasonable concerns and Seller extend the Due Diligence Period as to those items only for a period of an additional thirty (30) days in order to give the parties the opportunity to resolve such concerns. Buyer’s failure to terminate this Agreement pursuant to this Section 2.03 shall also close on not affect Buyer’s right to require the transactions specified satisfaction of all conditions to closing set forth in the Subscription this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings Corp.)
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 the following transactions shall be effected by the parties:
(a) the Sellers shall deliver to Seller (i) an original certificate or the Buyer 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 in blank 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)for transfer, with any required appropriate transfer stamps affixed theretoTax stamps, if any, affixed;
(ivb) all other documents and instruments necessary the Buyer shall pay to vest each Seller by wire transfer of immediately available funds to a bank account designated in Buyer writing by each such Seller (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 such designation to be delivered by Seller made at or least two (2) Business Days prior to the Closing pursuant Date), the sum of the product of (i) the Per Share Price multiplied by (ii) the number of Shares owned by such Seller as listed on Annex A attached hereto; provided, further that, notwithstanding anything to this Agreement.the contrary contained herein, any portion of the Estimated Purchase Price attributable to a Special Adjustment shall be payable in either cash or Buyer’s Stock (which shall be valued at the Closing Date Value), in the Buyer’s sole and absolute discretion;
(c) the Buyer shall deliver to the Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing) an amount equal to the Aggregate Option Consideration;
(d) the Company shall pay to each Optionholder (at the Company’s option, by wire transfer of immediately available funds, check or direct deposit) an amount equal to such Optionholder’s allocable portion of the Aggregate Option Consideration in accordance with Section 2.4 herein; provided that with respect to each Option, the amount paid to an Optionholder shall be reduced by all applicable Withholding Amounts, if any, with respect to the exercise of the underlying Option in accordance with Section 2.4 herein; provided, further that, notwithstanding anything to the contrary contained herein, any portion of the Estimated Purchase Price attributable to a Special Adjustment shall be payable in either cash or Buyer’s Stock (which shall be valued at the Closing Date Value), in the Buyer’s sole and absolute discretion;
(e) At the Closing, Buyer and Seller shall also close on deliver to the transactions specified Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Credit Agreements Payoff Amount;
(f) The Company shall pay the Credit Agreements Payoff Amount to the Bank;
(g) the Buyer shall deliver to the Company by wire transfer of immediately available funds to such bank account of the Company designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Company Expenses;
(h) the Company shall pay the Company Expenses;
(i) the Buyer shall deliver (a) the Buyer’s Stock to be held in the Indemnity Escrow Fund and (b) the Purchase Price Adjustment Escrow Amount by wire transfer of immediately available funds to the Escrow Agent; and
(j) the Sellers party to the Subscription AgreementAgreement shall deliver by wire transfer by immediately available funds to such bank account of the Buyer designated in writing by the Buyer (such designation to be made two (2) Business Days prior to the Closing Date) an aggregate amount equal to $35,000,000, which amount shall be allocated as set forth on Schedule 2.2(j).
Appears in 1 contract
Samples: Stock Purchase Agreement (MBF Healthcare Acquisition Corp.)
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 the following transactions shall deliver to Seller (i) an original certificate or certificates representing be effected by 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.parties:
(ca) 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, each Seller shall deliver to the Buyer (or if Buyer so electscertificates representing the Purchase Shares owned by such Seller, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed in blank 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 for transfer;
(b) the laws Buyer shall pay the Closing Indebtedness (excluding all capitalized lease obligations) in accordance with the Pay-Off Letters;
(c) the Buyer shall pay the Company Expenses in accordance with invoices provided to the Buyer by the Company no later than two Business Days prior to the Closing;
(d) the Buyer shall deliver to the Escrow Agent by wire transfer of Luxembourg, (iii) immediately available funds to a certified copy bank account of the share register of Escrow Agent designated in writing by the Acquired Company), with any required transfer stamps affixed thereto, Escrow Agent (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 such account to be delivered by Seller designated at or least two Business Days prior to the Closing pursuant to this and otherwise complying with the Escrow Agreement.) (the “Escrow Account”) cash in the amount of $18,600,000 (the “Escrow Amount”);
(e) At the Buyer shall transfer to the Company, by wire transfer of immediately available funds to a bank account of the Company designated in writing by the Company (such account to be designated at least two Business Days prior to the Closing) an amount equal to the excess of the Aggregate Consideration over the Escrow Amount;
(f) subject to satisfaction of the Buyer’s obligation under Section 2.5(e), Buyer and the Company shall pay to each Seller shall also close on by wire transfer of immediately available funds to a bank account designated in writing by such Seller (such account to be designated at least two Business Days prior to the transactions specified in Closing Date), an amount equal to (x) the Subscription AgreementShare Consideration payable to such Seller pursuant to Section 2.1 minus (y) such Seller’s Transaction Percentage of the Escrow Amount minus (z) such Seller’s Transaction Percentage of any Reserve Holdback.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller At the Closing, Buyer shall pay or deliver or cause to be entitled paid or delivered (as applicable):
(i) to receive immediately 8,785,819 of Seller, the Estimated Purchase Price Shares Price, less the (1) the “Initial Owned Real Property Purchase Price Shares”); Price, and (2) Escrow Amounts, in the remaining 1,500,000 of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow amounts and pursuant to Section 2.3(dthe 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) and shall be held and disposed 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.;
(biii) At to the ClosingEscrow 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 deliver be paid to Seller 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;
(iv) an original certificate or certificates representing to the Initial Purchase Price SharesPersons 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 (ii3) 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, 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.
(cb) 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 Selling Parties shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) membership interest certificates for evidencing 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 SharesUnits, free and clear of all LiensEncumbrances other than restrictions arising under applicable securities Laws, and duly endorsed in blank or accompanied by unit powers or other instruments of transfer duly executed in blank, with all required transfer tax stamps affixed thereto; and
(vii) all other agreements, documents, instruments or certificates required to be delivered by Seller Selling Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (EnerSys)
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Seller shall be entitled to receive the Closing Payment, less the Escrow Amount, payable by wire transfer of immediately 8,785,819 available funds;
(ii) deposit the Escrow Amount by wire transfer of immediately available funds into an account designated by the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares Escrow Agent (the “Escrow Purchase Price SharesAccount”), shall be deposited in escrow pursuant to Section 2.3(d) and which shall be held and disposed of distributed in accordance with the terms of the Escrow Agreement.Agreement only to satisfy any adjustments to the Purchase Price in favor of Buyer pursuant to Section 2.05;
(biii) At pay or cause to be paid on behalf of Seller, the ClosingShareholders and the Company (A) the Estimated Transaction Expenses, provided that any Estimated Transaction Expenses that are transaction bonuses, change-in-control payments, or similar payments made directly to proper Employees or other service providers of the Company shall be paid by Buyer shall or its applicable Affiliates, subject to any required Federal, state, and/or local tax withholding or other required deduction, and (B) the Estimated Closing Indebtedness (other than for capitalized lease obligations) to the applicable third parties and in accordance with the Payment Instructions; and
(iv) deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) 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, 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.
(cb) 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”).:
(di) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for evidencing 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 SharesLLC Interests, free and clear of all LiensEncumbrances, and duly endorsed in blank or accompanied by powers or other instruments of transfer duly executed in blank;
(vii) Seller shall deliver to Buyer 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; and
(iii) Each Shareholder shall pay to the Company the aggregate amount of all Indebtedness as of the Closing Date owed by such Shareholder to the Company through offset of the proceeds otherwise payable to Seller, which shall be credited against a portion of the amount otherwise to be distributed by Seller to such Shareholder.
(eiv) At Without duplication, the Closing, Buyer Company shall collect all Affiliated Non-Trade Receivables and Seller shall also close Employee Stock Purchases Receivables and pay all Affiliated Non-Trade Payables listed on Section 4.24 of the transactions specified in the Subscription AgreementDisclosure Schedule.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller At the Closing, Buyer shall deliver:
(i) To Escrow Agent, the Indemnification Escrow Amount (as defined in Section 8.04) by wire transfer of immediately available funds into an account designated in writing by Escrow Agent to Buyer prior to the Closing Date, to 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 held in escrow pursuant to Section 2.3(d) and shall be held and disposed of administered by the Escrow Agent in accordance with the terms of the Indemnification Escrow Agreement.;
(bii) At To the appropriate parties, wire transfers in immediately available funds to satisfy the outstanding unpaid balance of the Stoneleigh Mortgages on the Closing Date and to pay any prepayment penalties or other fees, costs or expenses incurred in connection with the satisfaction of the Stoneleigh Mortgages;
(iii) To the appropriate parties, wire transfers in immediately available funds to satisfy the Silarx Equipment Loan and the Stoneleigh Soft Costs Loan, unless Seller provides Buyer, at or prior to the Closing, Buyer shall deliver written confirmation that the Silarx Equipment Loan and the Stoneleigh Soft Costs Loan have been paid off and satisfied;
(iv) To Seller, an amount equal to Seller the Aggregate Purchase Price minus the amounts disbursed pursuant to (i) an original certificate or certificates representing the Initial Purchase Price Shares), (ii), and (iii) hereof, plus any prepayment penalties or other fees, costs or expenses incurred in connection with the satisfaction of the Stoneleigh Mortgages (to the extent not exceeding $70,000 in the aggregate), by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer prior to the Closing Date; and
(v) To Seller, 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, 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”).
(db) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) certificates for evidencing 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 SharesEquity Interests, free and clear of all LiensEncumbrances, duly endorsed in blank or accompanied by stock or unit powers or other instruments of transfer duly executed in blank, with all required stock or unit transfer tax stamps affixed thereto; and
(ii) the Transaction Documents and (v) 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.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
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 shall:
(i) an original certificate deliver, or certificates representing cause to be delivered, to Seller the Estimated Initial Purchase Price Sharesless the Cash Escrow Amount (the “Closing Consideration”), $40,000,000 of which shall be paid in cash by wire transfer of immediately available funds to the Seller Bank Account and the remainder of the Closing Consideration shall be paid by delivery of a demand promissory note made by Buyer in favor of Seller (the “Demand Note”) in the amount of such remainder;
(ii) deposit the Cash Escrow Amount with the Escrow Agent to be kept in a segregate interest bearing account (the “Cash Escrow Account”) designated by the Escrow Agent pursuant to the Escrow Agreement;
(iii) pay, or cause to be paid, on behalf of the Acquired Companies, the Company Transaction Expenses for which Buyer has received payoff letters pursuant to Section 6.01(d) by wire transfer of immediately available funds in accordance with such letters;
(iv) repay, or cause to be repaid, on behalf of the Acquired Companies, all amounts necessary to discharge fully the then outstanding balance of all Closing Repaid Indebtedness, by wire transfer of immediately available funds in accordance with the Payoff Letters; and
(v) deliver, or cause to be delivered, to Seller all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 6.02 of 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”).
(db) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) shall:
(i) certificates for deliver, or cause to be delivered, to Buyer to the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not extent certificated, (iicertificate(s) a duly executed instrument of assignment thereof in proper form under evidencing 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 SharesInterests, free and clear of all LiensEncumbrances, duly endorsed in blank or accompanied by membership interest transfer powers, stock powers or other instruments of transfer duly executed in blank;
(ii) deliver, or cause to be delivered, to Buyer the original Majestic Promissory Note stamped “cancelled”;
(iii) (A) commit to lend $15 million in cash to Credit Logistics pursuant to the terms of the Buyer Debt Facility Agreement, and (vB) lend its pro rata share of the Loans at the Closing pursuant to the terms thereof; and
(iv) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 6.01 of this Agreement.
(ea) At Immediately following the Closing, Buyer and shall pay an amount equal to the principal amount of the Demand Note by wire transfer of immediately available funds to the Seller shall also close on the transactions specified in the Subscription AgreementBank Account.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CompuCredit Holdings Corp)
Transactions to be Effected at the Closing. (a) Seller At the Closing, Buyer shall deliver the following payments:
(i) The following amount shall be entitled payable by wire transfer or other immediately available funds, to receive or on behalf of Kamber, to the account(s) set forth in the Closing Direction Letter: (Ownership Percentage of Kamber) x (Adjusted Closing Price)
(ii) The following amount shall be payable by wire transfer or other immediately 8,785,819 available funds, to or on behalf of Xxxxxxxxx, to the account(s) set forth in the Closing Direction Letter: ((Ownership Percentage of Xxxxxxxxx) x (Adjusted Closing Price)) + (37.5% of the Purchase Price Shares Additional Closing Payment)
(iii) The following amount shall be payable by wire transfer or other immediately available funds, to or on behalf of Xxxxx, to the “Initial Purchase Price Shares”account(s) set forth in the Closing Direction Letter: ((Ownership Percentage of Xxxxx) x (Adjusted Closing Price); the remaining 1,500,000 ) + (37.5% of the Purchase Price Shares Additional Closing Payment)
(iv) the “Escrow Purchase Price Shares”)Indebtedness, shall be deposited payable by wire transfer of immediately available funds to the recipients thereof set forth in escrow pursuant the Payoff Letters;
(v) the Sellers Representative Holdback Amount, payable by wire transfer of immediately available funds to Section 2.3(dthe account set forth in the Closing Direction Letter; and
(vi) and shall be held and disposed the Option Consideration, payable by wire transfer of immediately available funds to a Company account set forth in accordance with the terms of the Escrow AgreementClosing Direction Letter.
(b) At the Closing, Buyer shall deliver retain the Deferred Payments and 25% of the Additional Closing Payment; provided that it shall have no duty 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 Sellersegregate such funds.
(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 Sellers shall deliver to Buyer (or if Buyer so electsstock certificates representing all of the Shares, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed in blank by the record holder thereof, or accompanied by stock powers duly endorsed executed in blank (or if the Acquired Shares are not certificatedblank, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourgfor transfer approved by Buyer, (iii) a certified copy of the share register of the Acquired Company), together with any required other 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 transmittal documentation reasonably requested by Seller at or prior to the Closing pursuant to this AgreementBuyer.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller Buyer shall be entitled perform the following actions at the Closing:
(i) Deliver to receive the Escrow Agent, in accordance with the Escrow Agreement, (A) in cash by wire transfer of immediately 8,785,819 available funds, the cash portion of the Purchase Price Shares Indemnification Escrow Amount plus (B) the “Initial Purchase Price Shares”); the remaining 1,500,000 stock portion of the Purchase Price Shares (the “Indemnification Escrow Purchase Price Shares”), shall Amount by book-entry transfer. The Indemnification Escrow Amount will be deposited held in escrow pursuant to Section 2.3(d) and shall be held and disposed of distributed in accordance with the terms of the Escrow Agreement. The Indemnification Escrow Amount will be available to satisfy the Sellers’, Optionholders’ and SAR Holders’ indemnification obligations under this Agreement;
(ii) Deliver to the Company, for distribution to the Optionholders (or, with respect to the amount described in clause (B) below, for payment by the Company in accordance with its obligations described in clause (B)), in accordance with the Company’s payroll practices and applicable withholding, an amount in cash equal to (A) the aggregate amount (subject to applicable withholding Tax and less the cash portion of the Indemnification Escrow Amount allocable to each such Optionholder) set forth opposite each Optionholder’s name on the Allocation Certificate upon execution of an Option Cancellation Agreement by such Optionholder, plus (B) an amount equal to the Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the Optionholders.
(biii) At Deliver to the ClosingCompany, Buyer shall deliver for distribution to Seller the SAR Holders (or, with respect to the amount described in clause (B) below, for payment by the Company in accordance with its obligations described in clause (B)), in accordance with the Company’s payroll practices and applicable withholding, an amount in cash equal to (A) the aggregate amount (subject to applicable withholding Tax and less the cash portion of the Indemnification Escrow Amount allocable to each such Optionholder) set forth opposite each SAR Holder’s name on the Allocation Certificate upon execution of an SAR Cancellation Agreement by such SAR Holder, plus (B) an amount equal to the Company’s payroll tax and benefit plan obligations with respect to the amounts to be paid to the SAR Holders.
(iv) Deliver the balance of the cash portion of the Purchase Price, after taking into account the payments set forth in clauses (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 through (iii) the Estimated Closing Cash Amountof this 2.03, to be paid the Paying Agent for the benefit of the Sellers in cash by wire transfer of immediately available funds to an account designated in writing to the Buyer by Seller.the Sellers’ Representative at least two (2) Business Days prior to the Closing; and
(cv) At Deliver the Closingbalance of the Stock Consideration by book-entry transfer, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary after taking into account the delivery of the stock portion of the Indemnification Escrow Amount set forth 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) clause (i) certificates for of this 2.03, to the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank Sellers; and
(or if vi) Execute and deliver to the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under Sellers’ Representative the laws of Luxembourg, (iii) a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, (iv) Transaction Documents and all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s rightagreements, 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 executed and delivered by Buyer at or before the Closing pursuant to 8.03 of this Agreement.
(b) Each Seller shall perform the following actions at or prior to the Closing:
(i) Execute and deliver to the Company share transfer forms with respect to all Shares held by such Seller in favor of the Buyer, together with any certificates held in connection thereto;
(ii) cause the Company to deliver to Buyer a certified copy of the Company’s register of members, showing the Buyer as the holder of all of the Shares; and
(iii) Execute and deliver to Buyer the Transaction Documents and all other agreements, documents, instruments or certificates required to be executed and delivered by such Seller at or before the Closing pursuant to 8.02 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller shall deliver or cause to be entitled delivered to receive immediately 8,785,819 Purchaser (i) such duly executed deeds, bills of sale, assignments and other instruments of transfer relating to the Transferred Assets (other than the Transferred Intellectual Property) in forms reasonably acceptable to Purchaser, (ii) duly executed assignments of the Purchase Price Shares Transferred Trademarks, in forms suitable for recording in the applicable jurisdictions (it being understood that any notarization and/or legalization required for the “Initial Purchase Price Shares”); the remaining 1,500,000 recording of any such assignment outside of the Purchase Price Shares (United States may be effectuated after the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) Closing and shall be held and disposed the sole responsibility of Purchaser) in accordance with the terms forms reasonably acceptable to Purchaser, (iii) general assignments of all Other Transferred Intellectual Property in forms reasonably acceptable to Purchaser, (iv) a duly executed counterpart of the Escrow Transitional Services Agreement., (v) a duly executed counterpart of the Excluded Technology License (it being understood that such deeds, bills of sale, assignments and other instruments of transfer shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement) and (vi) the officer’s certificates referred to in Section 6.02; and
(b) At the Closing, Buyer Purchaser shall deliver to Seller and the Seller Affiliates (i) an original certificate or certificates representing the Initial Purchase Price Sharespayment, (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 one or more accounts designated in writing by Seller.
Seller (csuch designation to be made at least two business day prior to the Closing Date), in an amount equal to (A) At the ClosingPurchase Price plus or minus (B) an estimate, Buyer, prepared by Seller and Xxxxxx Jan Xxxxx Lijdsmandelivered to Purchaser at least two business day prior to the Closing Date, civil law notary in Amsterdam, of any adjustment to the Netherlands Purchase Price under Section 2.03 (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (Purchase Price plus or minus such estimate of any adjustment under Section 2.03 being hereinafter called the “Escrow AgreementClosing Date Payment”).
(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 counterparts to such deeds, bills of assignment thereof in proper form under sale, assignments and other instruments of transfer, and appropriately executed assumption agreements and other instruments of assumption providing for the laws assumption of Luxembourgthe Assumed Liabilities, (iii) a certified copy of an duly executed counterpart to the share register of the Acquired Company), with any required transfer stamps affixed theretoTransitional Services Agreement, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all a duly executed counterpart of Seller’s right, title and interest in and to the Acquired Shares, free and clear of all Liens, Excluded Technology License and (v) all other documents, instruments or the officer’s certificates required referred to be delivered by Seller at or prior to the Closing pursuant to this Agreementin Section 6.03.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing:
(a) Seller shall execute, as applicable, and cause the DXP Affiliates, as applicable, to execute, and deliver to Purchaser the following: a Software License Agreement (the “ Software License Agreement”), in a form to be entitled agreed on by the Seller and Purchaser, acting reasonably;
(i) a xxxx of sale, in a form to receive immediately 8,785,819 be agreed on by the Seller and Purchaser, acting reasonably;
(ii) an assignment and assumption agreement in respect of the Purchase Price Shares Assigned Contracts, in a form to be agreed on by the Seller and Purchaser, acting reasonably (the “Initial Purchase Price SharesAssignment and Assumption Agreement”); the remaining 1,500,000 ;
(iii) an assignment of the Purchase Price Shares Business Intellectual Property, including an assignment of the patents and an assignment of the patent application included as part of the Business Intellectual Property forming part of the Business Intellectual Property, to the extent such a form of assignment of such patents and the patent application may be required under the laws of any country in which the patents are granted and the patent application may have been made, all in forms to be agreed on by the Seller and Purchaser, acting reasonably;
(iv) a Non-Competition and Non-Solicitation Agreement, in a form to be agreed on Seller and Purchaser, acting reasonably, executed by Seller (the “Escrow Purchase Price SharesNon-Competition Agreement”) pursuant to which Seller will agree that it will not (and will not permit any Affiliates of Seller to), for a period of five years after the Closing Date, compete with the Business anywhere in the world or solicit any customers, employees or consultants of Purchaser or any Affiliates of Purchaser, subject to an agreed exclusion permitting Seller to solicit customers of Purchaser for those products, solutions and services of Seller that are not in competition with the Business. ;
(v) a Transition Services Agreement, in a form to be agreed on by the Seller and Purchaser, acting reasonably ( the “Transition Services Agreement”), shall executed by Seller; and
(vi) an Acknowledgment and Release in a form to be deposited agreed on by the Seller and Purchaser, acting reasonably, signed by each DXP Affiliate, and, if reasonably required by Purchaser, any other Affiliate of Seller which may be using, or ever has used any of the Business Intellectual Property, acknowledging and confirming that such persons do not have any right, title or interest in escrow and to the Business Intellectual Property, except pursuant to licenses that may be granted by Purchaser and releasing any claims such persons may have in respect of the Business Intellectual Property;
(vii) the Escrow Agreement;
(viii) a certificate signed by an officer of Seller with respect to the representations, warranties and covenants of Seller pursuant to Section 2.3(d6.02(a) and shall Section 6.02(b); and {00906776.2 } 00900835.10 5
(ix) such other appropriately executed deeds (in recordable form), bills of sale, assignments, other instruments of transfer, assurances, certificates, consents, agreements, elections, documents or instruments relating to the Acquired Assets, as may be held contemplated by this Agreement or as reasonably required by Purchaser to complete the transactions contemplated in this Agreement or to demonstrate satisfaction of the conditions and disposed of in accordance compliance with the terms of the Escrow covenants set forth in this Agreement.,;
(b) At the ClosingPurchaser, Buyer or an Affiliate of Purchaser, as applicable, shall execute, as applicable, and deliver to Seller Seller:
(i) an original certificate or certificates representing the Initial Purchase Price Shares, Software License Agreement;
(ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Assignment and Assumption Agreement, and ;
(iii) the Estimated Closing Cash AmountTransition Services Agreement;
(iv) the DXP Affiliate Transfer Agreements, if applicable;
(v) the Escrow Agreement;
(vi) a certificate signed by an officer of Purchaser with respect to the representations, warranties and covenants of Purchaser pursuant to Section 6.03(a)and Section 6.03(b); and
(vii) such other appropriately executed deeds, assurances, certificates, consents, agreements, elections, documents or instruments relating to the Acquired Assets, or as may be paid contemplated by wire transfer this Agreement or as reasonably required by Seller to complete the transactions contemplated in this Agreement or to demonstrate satisfaction of immediately available funds the conditions and compliance with the covenants set forth in this Agreement all in form and substance reasonably satisfactory to an account designated in writing by SellerSeller and its counsel.
(c) At the ClosingClosing Seller will deliver, Buyeror cause to be delivered, to Purchaser, all of the Records which are solely Related to the Business. Seller and Xxxxxx Jan Xxxxx Lijdsmanmay, civil law notary in Amsterdamat its own cost, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”)retain a copy of such Records, or any part thereof.
(d) At Seller will, for at least a period of six years after the Closing Date, have access to, and the right to copy, at its expense, the Records Related to the Business prior to the Closing, to the extent such access or copies are required by Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) for bona fide business purposes:
(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, to perform its obligations under this Agreement;
(ii) a duly executed instrument of assignment thereof in proper form with respect to any claim by Purchaser against Seller, or any claim by Seller against Purchaser, whether arising under the laws of Luxembourg, this Agreement or otherwise; or
(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 Agreementunder Applicable Laws.
(e) At the Closing, Buyer Seller will deliver, or cause to be delivered, to Purchaser, a copy of the portions of Records that are not solely related to the Business, that relate to the Business.
(f) The party in possession (which for such purpose shall include files, books and records which may be held by any other Person on behalf of a party) of any such files, books or records existing at the Closing Date Related to the Business prior to the Closing shall use its reasonable efforts to not destroy such files, books or records for a period of six (6) years after the Closing Date without giving the other party at least 30 days’ prior written notice and permitting such party to examine and copy such files, books and records prior to their destruction. Notwithstanding the foregoing, no party will be responsible or liable to another party for or as a result of any accidental loss or destruction of or damage to any such books or records. Access to such files, books and records shall be during normal business hours and upon not less than two days’ prior written request, shall be subject to such reasonable limitations as the party or other Person having custody or control thereof may impose to preserve the confidentiality of information contained therein and shall not extend to material subject to a claim of privilege unless expressly waived by the party entitled to claim such privilege.
(g) To the extent Seller shall also close on the transactions specified retains any Records, or copies of Records, or there are any other files, books and records which are in the Subscription Agreementpossession of Seller or any of its Affiliates or agents Related to the Business (including (i) a copy of all sales and purchase records, list of customers and vendors, cost and pricing information, business reports, plans and projections, correspondence with Governmental Entities or regulatory agencies Related to the Business and, in each case, all supporting files and documents, whether in written or other form, of any kind, whether held by Seller or any Affiliate thereof or others on their behalf, including computer systems and software documentation, disks, tapes and other computer storage media; and (ii) litigation files, they shall make all such files, books and records as may reasonably be requested by Purchaser available for inspection by Purchaser for the greater of (A) a period of six (6) years after the Closing Date, and (B) the period of such retention.
(h) Notwithstanding the foregoing, in the case of any such files, books and records which are not held by Purchaser or Seller, but instead by others on their behalf, it shall be sufficient if Purchaser or Seller make, and continue to make, arrangements to authorize and permit Seller, or Purchaser, as applicable, or their respective agents or other representatives, to have access to such files, books and records as provided in this Section 2.02 as Seller or Purchaser, as applicable, reasonably requires.
Appears in 1 contract
Samples: Asset Purchase Agreement (Synchronoss Technologies Inc)
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 Seller:
(i) an original certificate the Purchase Price, or certificates representing proof of payment of the Initial Purchase Price Shares, Price
(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, 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.
(cb) 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 Sellers shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) stock certificates for evidencing 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 LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Transaction Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by Seller and the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(eiii) At The Company shall furnish to the ClosingBuyer on or before the Closing Date true and complete copies of the audited consolidated balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related consolidated statements of operations, statement of changes in member’s equity and cash flows for the years then ended, together with the notes thereto, (the “Audited Financial Statements”), setting forth in each case in comparative form the corresponding figures for the corresponding dates and periods of the previous fiscal year, together with reports of auditors thereon.
(iv) Each of the Company and the Seller hereby agree to deliver to Buyer within 60 days of the date hereof those due diligence items (“Due Diligence Items”) requested by Buyer or set forth herein. Buyer shall have until the receipt of all Due Diligence Items completion of the Audited Financial Statements and thirty (30) days thereafter (“Due Diligence Period”) to review and to approve the Due Diligence Items and any other information or documentation it acquires, including, but not limited to the Audited Financial Statements. If Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration of the Due Diligence Period, Buyer, at its option, may terminate this Agreement by written notice to Sellers delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become null and void and of no further force and effect and the parties hereto shall have no further obligation to one another. However, in lieu of such immediate termination of this Agreement, Buyer may at its option notify the Company and Seller in writing of those matters as to which it has reasonable concerns and extend the Due Diligence Period as to those items only for a period of an additional thirty (30) days in order to give the parties the opportunity to resolve such concerns. Buyer’s failure to terminate this Agreement pursuant to this Section 2.03 shall also close on not affect Buyer’s right to require the transactions specified satisfaction of all conditions to closing set forth in the Subscription this Agreement.
Appears in 1 contract
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, the Buyer shall deliver to Seller will:
(i) an original certificate or certificates representing pay to the Initial Purchase Price SharesParent Shareholders by wire transfer of immediately available funds, the amounts determined in accordance with Schedule 2.2(a)(i) of the Acquired Companies Disclosure Letter and the Exhibits A through B attached to such Schedule 2.2(a)(i);
(ii) pay to the Madison Group Sellers’ Representative by wire transfer of immediately available funds, the amounts determined in accordance with Schedule 2.2(a)(i) of the Acquired Companies Disclosure Letter and the Exhibits A through B attached to such Schedule 2.2(a)(i);
(iii) pay, or cause the Company to pay, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, the Indebtedness of the Acquired Companies other than the Continuing Indebtedness as of the Closing Date as specified in the notice delivered to the Buyer prior to Closing pursuant to Section 2.2(b);
(iv) pay directly or reimburse, or cause the Company to pay directly or reimburse, in accordance with the written instructions provided by the Company, by wire transfer of immediately available funds, those Sellers’ Transaction Expenses specified in the notice delivered to the Buyer prior to Closing pursuant to Section 2.2(b);
(v) deposit the Escrow Amount, the Working Capital Escrow Amount and the Special Escrow Amount with the Escrow Agent, and deliver to the Representatives the Escrow Agreement and Special Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and
(vi) pay to the Company, by wire transfer of immediately available funds, the Transaction Bonuses;
(vii) deliver to the Madison Group Sellers’ Representative a copy of Buyer’s instructions to Buyer’s transfer agent to issue the respective amount of Buyer’s Stock to each Buyer’s Stock Recipient in accordance with Schedule 2.2(a)(i) of the Acquired Companies Disclosure Letter;
(viii) deliver to the Representatives all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to this Agreement, Agreement (including Section 8.3 hereof) or the Ancillary Agreements; and
(ix) such other documents or instruments as Representatives reasonably request and (iii) are reasonably necessary to consummate the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by SellerContemplated Transactions.
(cb) 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 Parent Shareholders will deliver to Buyer (or if Buyer so elects, to a Subsidiary of the Buyer) :
(i) a certificate or certificates for representing the Acquired Shares Equity Securities of the Parent 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) and all other documents and instruments necessary to vest in the Buyer all of the Parent Shareholders’ right, title and interest in and to the Equity Securities of the Parent, free and clear of all Liens in a form reasonably satisfactory to Buyer;
(ii) the Escrow Agreement and the Special Escrow Agreement, duly executed by the Parent Shareholders’ Representative;
(iii) properly prepared and executed certificates of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the Closing Date, in form and substance satisfactory to Buyer and executed by each respective Parent Shareholder;
(iv) the Books and Records of the Parent; and
(v) such other documents or its Subsidiaryinstruments as Buyer reasonably requests and are reasonably necessary to consummate the Contemplated Transactions.
(c) At the Closing, the Madison Group Sellers’ Representative, on behalf of each member of the Madison Group Sellers, will deliver to the Buyer:
(i) all documentation and instruments necessary to vest in the Buyer all of such Madison Group Seller’s right, title and interest in and to the Acquired SharesUnits, free and clear of all LiensLiens in a form and substance satisfactory to Buyer;
(ii) the Escrow Agreement and the Special Escrow Agreement, duly executed by the Madison Group Sellers’ Representative;
(iii) properly prepared and executed certificates of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the Closing Date, in form and substance satisfactory to Buyer and executed by each respective Madison Group Seller;
(iv) the Books and Records of the Acquired Companies; and
(v) all such other documents, documents or instruments or certificates required as Buyer reasonably requests and are reasonably necessary to be delivered by Seller at or prior to consummate the Closing pursuant to this AgreementContemplated Transactions.
(ed) At the Closing, Parent will deliver to the Buyer:
(i) all copies of the consents, approvals and notices (if any) listed in Schedule 2.4(d)(i) of the Parent Shareholders Disclosure Letter (which Schedule, notwithstanding anything to the contrary in this Agreement, cannot be changed after the date of this Agreement to remove any consents, approvals, or notices) obtained or provided, as the case may be, in form and substance satisfactory to the Buyer;
(ii) evidence satisfactory to the Buyer of the completion of the matters set forth in Section 7.4(b);
(iii) customary pay-off letters or similar acknowledgments of the discharge of any Indebtedness of the Parent or any Acquired Company other than the Continuing Indebtedness in a form reasonably satisfactory to Buyer setting forth the amount owed as of the Closing Date and Seller shall also close on indicating that upon payment of such amount, such Indebtedness will be discharged in full and all related Liens will be released and removed;
(iv) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) dated as of the transactions specified Closing Date, in form and substance satisfactory to Buyer;
(v) the Subscription Agreementresignations and Officer Release Agreements, effective as of the Closing, pursuant to Section 7.3;
(vi) a copy of (A) the certificate of incorporation, as amended (or similar incorporation or formation documents), of Parent and each Acquired Company, certified by the Secretary of State of the jurisdiction in which each such entity is incorporated or organized, as of a date not earlier than November 15, 2013 and accompanied by a certificate of an officer or other appropriate person of each such entity, dated as of the Closing, stating that no amendments have been made to such certificate of formation (or similar incorporation or formation documents) since such date and (B) all other Organizational Documents of Parent and each Acquired Company, certified by an officer or other appropriate person of each such entity;
(vii) resolutions adopted by the board of directors (or other governing authority as applicable) of both Parent and the Company, each authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Contemplated Transactions, certified by an officer or other appropriate person of each such entity that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the Contemplated Transactions;
(viii) good standing certificates for Parent and each Acquired Company from the Secretary of State (or other appropriate Person) of the jurisdiction in which each such entity is incorporated or organized and from the Secretary of State (or other appropriate Person) in each other jurisdiction in which Parent or such Acquired Company is qualified to do business as a foreign entity, in each case dated as of a date not earlier than November 15, 2013; and
(ix) such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the Contemplated Transactions.
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing:
(a) Each Seller shall be entitled deliver to receive immediately 8,785,819 Purchaser, in a form reasonably satisfactory to Purchaser, an instrument of conveyance evidencing the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 transfer of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant all uncertificated Membership Interests set forth opposite such Seller’s name on Annex A duly endorsed by such Seller for transfer to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow AgreementPurchaser.
(b) At the Closing, Buyer Purchaser shall deliver to each Seller (iother than Xx. Xxx Xxxxxx) an original certificate or certificates representing the Initial Purchase Price Sharespayment, (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 a bank account designated in writing by Member Representative (such designation to be made at least three Business Days prior to the Closing Date), in immediately available funds in an amount equal to such Seller’s share of the Closing Date Amount (such share as designated in writing by Member Representative (on behalf of Sellers pursuant to Section 6.11(b)) in a written schedule setting forth each Seller’s share of the Closing Date Amount by individual payment amount and percentage at least three Business Days before the Closing Date).
(c) At Purchaser shall deliver to ECS Federal Holding Co. a note in the Closingamount equal to ECS Federal Holding Co.’s share of the Closing Date Amount (such share as designated in writing by Member Representative (on behalf of Sellers pursuant to Section 6.11(b)) in a written schedule setting forth each Seller’s share of the Closing Date Amount by individual payment amount and percentage at least three Business Days before the Closing Date) that earns interest at the short-term applicable Federal rate and matures two (2) days after the Closing Date, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary substantially in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as of Exhibit C (the “Escrow Agreement”).C.
(d) At Purchaser shall deposit with the ClosingAdjustment Escrow Agent, 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 wire 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 bank account designated in writing by the Adjustment Escrow Agent (vthe “Adjustment Escrow Account”) all other documents, instruments or certificates required to be delivered by Seller at or least three Business Days prior to the Closing pursuant Date, an amount equal to the Adjustment Escrow Amount, which amount shall be held by the Adjustment Escrow Agent in an escrow fund (the “Adjustment Escrow Fund”), subject to the terms of the Adjustment Escrow Agreement and this AgreementAgreement (including Section 1.04(d)(ii)).
(e) At Purchaser shall deposit with the Indemnity Escrow Agent, by wire transfer to the bank account designated in writing by the Indemnity Escrow Agent (the “Indemnity Escrow Account”) at least three Business Days prior to the Closing Date, an amount equal to the Indemnity Escrow Amount, which amount shall be held by the Indemnity Escrow Agent in an escrow fund (the “Indemnity Escrow Fund”), subject to the terms of the Indemnity Escrow Agreement and this Agreement (including Article IX).
(f) Purchaser shall deliver to Member Representative by wire transfer to a bank account designated in writing by Member Representative at least three Business Days prior to the Closing Date the Member Representative Amount.
(g) Purchaser shall deliver to Member Representative a certificate of insurance or other written evidence in a form reasonably acceptable to Member Representative of in-force coverage effective as of the Closing under the R&W Insurance.
(h) Member Representative shall deliver to Purchaser written resignations of each of the managers of the board of managers (or similar governing body) of the Company and the Company Subsidiaries to be effective as of the Closing, Buyer and .
(i) Each Seller shall also close on the transactions specified in the Subscription Agreementdeliver to Purchaser a properly completed Internal Revenue Service (“IRS”) Form W-9.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (On Assignment Inc)
Transactions to be Effected at the Closing. At the Closing:
(a) the Company shall deliver to Seller shall be entitled to receive immediately 8,785,819 and Purchaser counterparts of each of the Purchase Price Shares (Ancillary Agreements to be entered into by the “Initial Purchase Price Shares”); Company at the remaining 1,500,000 of Closing, duly executed by 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.Company;
(b) At the Closing, Buyer shall deliver to Seller shall:
(i) an original certificate or deliver to Purchaser 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 in blank or accompanied by stock powers duly endorsed in blank (or in proper form for transfer, with appropriate Transfer Tax stamps, if the Acquired Shares are not certificatedany, affixed; and
(ii) a duly executed instrument deliver to Purchaser and the Company counterparts of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy each 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 Ancillary Agreements to be delivered entered into by Seller at or the Closing, duly executed by Seller and, if party thereto, Parent;
(c) Purchaser shall:
(i) deliver to Seller payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least four Business Days prior to the Closing Date), of immediately available funds in U.S. dollars in an amount (such amount, the “Estimated Payment Amount”) equal to the sum of (A) the product of (1) Estimated Closing Book Value multiplied by (2) the Agreed Multiple, (B) $10 million and (C) the Estimated Adjustment Amount, if any. In the event that the Estimated Closing Book Value is less than the Reference Book Value, Seller may, at its option, transfer to the Company immediately prior to Closing an amount in Cash equal to the difference between the Reference Book Value and the Estimated Closing Book Value and, upon receipt of such amount by the Company, such Cash shall be taken into account as an asset in determining the Estimated Closing Book Value for the purpose of calculating the Estimated Payment Amount payable under this Section 1.03 and the Closing Date Book Value for the purpose of calculating the Final Purchase Price as determined pursuant to this Agreement.Section 1.04. In the event that the Estimated Closing Book Value is greater than the Reference Book Value (the amount of such excess, the “Estimated Book Value Excess Amount”) and Seller, Parent or any subsidiary thereof (other than the Company or any Subsidiary) has contributed Cash to the Company or any Subsidiary after the date hereof and prior to the Closing Date (other than, for the avoidance of doubt, Cash contributed to the Company or any Subsidiary in exchange for the fair market value of the Reorganization Assets (including the Closing Date Reorganization Value) or the Extracted Entities (including the Extracted Entity Value) or in respect of any Parent Covers), then an amount (the “Estimated Adjustment Amount”) equal to (x) the aggregate amount of any Cash contributed to the Company or any Subsidiary after the date hereof and prior to the Closing Date (other than, for the avoidance of doubt, Cash contributed to the Company or any Subsidiary in exchange for the fair market value of the Reorganization Assets (including the Closing Date Reorganization Value) or the Extracted Entities (including the Extracted Entity Value) or in respect of any Parent Covers) by Seller, Parent or any subsidiary thereof (other than the Company or any Subsidiary), if any (the aggregate amount of such contribution, the “Estimated Contribution Amount”), or (y) in the event that the Estimated Contribution Amount exceeds the Estimated Book Value Excess Amount, the Estimated Book Value Excess Amount, shall be excluded as an asset in determining the Estimated Closing Book Value for the purpose of calculating the Estimated Payment Amount payable under Section 1.03 and the Closing Date Book Value for the purpose of calculating the Final Purchase Price as determined pursuant to Section 1.04 and shall instead be included in the Estimated Payment Amount pursuant to clause (C) of the definition thereof; and
(ii) deliver to Seller and the Company counterparts of each of the Ancillary Agreements to be entered into by Purchaser at the Closing, duly executed by Purchaser and, if party thereto, CMI;
(d) Seller shall permit the Letter of Credit to be withdrawn by the Purchaser;
(e) At the ClosingCompany and the Subsidiaries shall (to the extent not previously transferred) sell, Buyer transfer and deliver the Reorganization Assets to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the Closing Date Reorganization Value reflected in the calculation of the Estimated Closing Book Value;
(f) in the event that the conditions set forth in Article VI have been satisfied and the Company or any Subsidiary holds any of the entities listed on Section 1.03(f) of the Company Disclosure Letter (such entities the “Run-Off Entities”), the Company and the Subsidiaries shall sell, transfer and deliver any Run-Off Entities then held by the Company or any Subsidiary to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the amount set forth on Section 1.03(f) of the Company Disclosure Letter with respect to the applicable Run-Off Entity (collectively, the “Run-Off Entity Value”), and, in connection therewith, Seller and the Company shall cause Sirius Re Holdings, Inc. to execute and deliver a guarantee (in the form customarily provided by the Company or its applicable Subsidiary in connection with similar transactions by White Mountains Solutions Holding Company and as is anticipated to be provided in connection with the sale of the Run-Off Entities pursuant to the respective Run-Off Entity SPA) to Parent for liabilities and obligations of the Run-Off Entities;
(g) in the event that the conditions set forth in Article VI have been satisfied and Regulatory Approvals from the Insurance Regulators in the State of Tennessee have not been obtained (or have not been obtained without the imposition of a Burdensome Condition) at least four Business Days prior to the Closing Date, the Company and the Subsidiaries shall sell, transfer and deliver the entity listed on Section 1.03(g) of the Company Disclosure Letter (such entity, the “Solutions Entity”) to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the fair market value (as reasonably determined by Seller) of such entity (the “Solutions Entity Value”), and, in connection therewith, Seller and the Company shall cause Sirius Re Holdings, Inc. to execute and deliver a guarantee (in the form customarily provided by the Company or its applicable Subsidiary in connection with similar transactions by White Mountains Solutions Holding Company) to Parent for liabilities and obligations of the Solutions Entity (which guarantee shall survive the termination of the obligations under Section 5.15);
(h) in the event that the conditions set forth in Article VI have been satisfied and Regulatory Approvals from the Insurance Regulators in Hong Kong have not been obtained (or have not been obtained without the imposition of a Burdensome Condition), the Company and the Subsidiaries shall sell, transfer and deliver the entity listed on Section 1.03(h) of the Company Disclosure Letter (such entity, the “JV Entity” and, together with the Run-Off Entities and the Solutions Entity, the “Extracted Entities”) to Seller or any of its affiliates (other than the Company and the Subsidiaries) in exchange for immediately available funds in U.S. dollars in an amount equal to the fair market value (as reasonably determined by Seller) of such entity (the “JV Entity Value” and, together with the Run-Off Entity Value and the Solutions Entity Value, the “Extracted Entity Value”).
(i) Pursuant to Section 1.05, Seller shall also close on deliver to Purchaser an amount in Cash equal to the transactions specified Seller Settlement Amount, if any, and the Company shall deliver to Seller an amount in Cash equal to the Subscription AgreementCompany Settlement Amount, if any.
(j) All payments made pursuant to this Section 1.03 may be applied to offset any other payment required under this Section 1.03.
Appears in 1 contract
Samples: Stock Purchase Agreement (White Mountains Insurance Group LTD)
Transactions to be Effected at the Closing. (a) At the Closing, the Buyer will:
(i) pay the Closing Payment to the Sellers’ Representative (by wire transfer of immediately available funds in U.S. dollars to an account specified by the Sellers’ Representative to the Buyer no later than one Business Day prior to the Closing);
(ii) pay the Closing Indebtedness Amount and the Seller Transactions Costs to the applicable payees, as set forth in the Closing Statement (by wire transfer of immediately available funds in U.S. dollars to an account specified by each applicable payee); provided that any amounts with respect to Taxes shall be entitled paid by the Acquired Companies in a manner as required by applicable Law and to receive immediately 8,785,819 the extent of any compensatory payments, such payments will be made through the regular payroll of the Purchase Price Shares Acquired Companies; and
(iii) deliver to the “Initial Purchase Price Shares”); Sellers all other documents, instruments or certificates required to be delivered by the remaining 1,500,000 of Buyer at or prior to the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow Closing pursuant to Section 2.3(d) and shall be held and disposed 7.2 of in accordance with the terms of the Escrow this Agreement.
(b) At the Closing, Buyer shall each Seller will deliver to Seller the Buyer:
(i) the Interests, including any certificates thereof (if any), accompanied by an original certificate instrument of assignment or certificates representing other instrument of transfer, duly executed as necessary by such Seller for transfer and sale of such Interests to the Initial Purchase Price Shares, Buyer;
(ii) unless otherwise requested by the Buyer, resignation letters from each member of the Board of Directors of the Acquired Companies; and
(iii) 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 such Seller at or prior to the Closing pursuant to Section 7.1 of this Agreement.. 69838412_11 DB1/ 98258861.9
(ec) At Following receipt of the ClosingClosing Payment from the Buyer pursuant to Section 2.3(a)(i), the Sellers’ Representative shall distribute to each Seller an amount equal to such Seller’s Pro-Rata Share multiplied by the Closing Payment. Except for the Buyer’s obligation to remit the Closing Payment pursuant to Section 2.3(a)(i), the Buyer and Seller shall also close on have no obligation or liability to the transactions specified in Sellers with respect to the Subscription Agreementdistribution of the Closing Payment under this Section 2.3(c).
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing:
(a) Purchaser shall deliver to Seller shall payment, by wire transfer to a bank account designated in writing by Seller (such designation to be entitled made at least five (5) Business Days prior 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”Closing Date), shall be deposited in escrow pursuant immediately available funds in an amount equal to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement.Initial Closing Date Amount;
(b) At the Closing, Buyer Purchaser shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price SharesEscrow Agent, (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 funds, an amount equal to the Adjustment Escrow Amount, which amount shall be held by the Escrow Agent in a separate account (the “Adjustment Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms and conditions of an account designated in writing escrow agreement by Seller.
(c) At the Closing, Buyerand among Purchaser, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement Agent in substantially the form attached hereto as on Exhibit C A (the “Escrow Agreement”).;
(c) Purchaser shall pay, or cause to be paid, all amounts necessary to discharge in full all Indebtedness for borrowed money set forth on the Estimated Closing Statement by wire transfer in immediately available funds as directed by the holders of such Indebtedness (such direction to be made at least five (5) Business Days prior to the Closing Date);
(d) At Purchaser shall pay, or cause to be paid, on behalf of the ClosingCompany or a subsidiary thereof, the Estimated Transaction Expenses set forth on the Estimated Closing Statement to the payees thereof and in such amounts as set forth in invoices delivered to Purchaser by Seller at least five (5) Business Days prior to the Closing Date;
(e) Seller shall deliver deliver, or cause to Buyer (or if Buyer so electsbe delivered, to a Subsidiary of Buyer) (i) certificates for Purchaser certificates, if any, representing the Acquired Shares Shares, duly endorsed in blank 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 for transfer or other customary instruments of transfer and assignment;
(f) Each of Purchaser and Seller shall duly execute and deliver to the laws other, and cause the Escrow Agent to duly execute and deliver to Purchaser and Seller, the Escrow Agreement;
(g) Each of Luxembourg, Purchaser and Seller or an Affiliate thereof shall duly execute and deliver to the other the Transition Services Agreement;
(iiih) a certified copy Purchaser shall pay to the Escrow Agent all fees payable to the Escrow Agent on the Closing Date pursuant to the Escrow Agreement;
(i) Seller shall cause all Liens on assets or properties of the share register Company or any of the Acquired Company), with its subsidiaries securing any required transfer stamps affixed thereto, (iv) all other documents and instruments necessary Indebtedness for borrowed money 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 Liensbe released, and Seller shall deliver to Purchaser at least two (v2) all other documents, instruments or certificates required to be delivered by Seller at or Business Days prior to the Closing pursuant Date one or more customary payoff letters in form and substance reasonably acceptable to this Agreement.Purchaser evidencing the release of all such Liens (such letters, collectively, the “Payoff Letters”);
(ej) At the Closing, Buyer and Seller shall also close on deliver to Purchaser resignation letters, dated as of the transactions specified Closing Date, of the directors, managers and officers of the Company and its subsidiaries as requested by Purchaser in writing no later than three (3) Business Days prior to the Subscription AgreementClosing Date; and
(k) Seller shall deliver to Purchaser good standing certificates (or similar equivalents in any jurisdiction) with respect to the Company and each of its subsidiaries from the state or jurisdiction of their respective formation or incorporation, dated within fifteen (15) calendar days prior to the Closing Date.
Appears in 1 contract
Samples: Equity Purchase Agreement (Select Interior Concepts, Inc.)
Transactions to be Effected at the Closing. At the Closing:
(a) Seller shall be entitled or shall cause its subsidiaries, as applicable, 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 Purchaser or certificates representing the Initial Purchase Price Sharesits subsidiaries, (ii) all other documentsas applicable, 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 representing the Acquired Shares and the Foreign Shares (which delivery of the Foreign Shares shall be made in such jurisdictions as Seller may direct, provided that delivery in such jurisdictions results in no material incremental cost to Purchaser or its subsidiaries), duly endorsed in blank or accompanied by stock powers duly endorsed in blank (or in proper form for transfer, with appropriate transfer tax stamps, if the Acquired Shares are not certificatedany, affixed and (ii) a duly executed instrument such other documents as Purchaser or its counsel may reasonably request to demonstrate satisfaction of assignment thereof the conditions and compliance with the covenants set forth in proper form under the laws of Luxembourgthis Agreement; and
(b) Purchaser shall or shall cause its subsidiaries, as applicable, to deliver to Seller or its subsidiaries, as applicable, (iiii) a certified copy of the share register of the Acquired Company)payment, with any required by wire transfer stamps affixed thereto, to bank account(s) designated in writing by Seller (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 such designation to be delivered by Seller made at or least two business days prior to the Closing pursuant Date), in immediately available funds of an amount equal to (A) the Purchase Price (B)(1) minus the absolute amount of Estimated Closing Net Debt, if Estimated Closing Net Debt is a negative number or (2) plus the absolute amount of Estimated Closing Net Debt, if Estimated Closing Net Debt is a positive number, and (C)(1) plus the absolute amount of the Estimated Working Capital Adjustment, if the Estimated Working Capital Adjustment is a positive number or (2) minus the absolute amount of the Estimated Working Capital Adjustment, if the Estimated Working Capital Adjustment is a negative number (such amount, the “Closing Date Amount”) and (ii) such other documents as Seller or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Brinks Co)
Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the Parties:
(a) Buyer shall pay to Seller by wire transfer of immediately available funds to a bank account designated in writing by Seller (such designation to be made at least three (3) Business Days prior to the Closing Date), the Estimated Purchase Price less the Escrow Amount.
(b) Seller shall be entitled (i) deliver to receive immediately 8,785,819 of Buyer termination and payoff letter(s) for the Purchase Price Shares Repaid Indebtedness in form and substance reasonably satisfactory to Buyer (the “Initial Purchase Price SharesRepaid Indebtedness Payoff Letters”); ) (drafts of which must be provided to Buyer no less than five (5) Business Days prior to the remaining 1,500,000 Closing Date) and (ii) cause any Encumbrances in connection with the Repaid Indebtedness to be removed (with evidence of the Purchase Price Shares same, such as UCC termination statements, to be provided to Buyer at or as soon as reasonably practicable following the Closing).
(c) Buyer shall pay, or cause to be paid, on behalf of Seller and/or the Companies, as applicable, by wire transfer of immediately available funds to such bank account(s) designated in writing by Seller (such designation to be made not less than three (3) Business Days prior to the Closing Date) the Repaid Indebtedness to the applicable lender(s) in accordance with the Repaid Indebtedness Payoff Letters.
(d) Buyer shall deliver to Escrow Agent, for deposit in an escrow account (the “Escrow Purchase Price SharesAccount”), shall be deposited in escrow pursuant the amount set forth on Section 2.2(d) of the Disclosure Schedule (the “Escrow Amount”), to Section 2.3(d) and shall be held by the Escrow Agent in the Escrow Account and disposed of distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement.
(be) At the Closing, Buyer shall deliver to Seller (i) an original certificate pay, or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required cause to be delivered by Buyer at or prior to paid, on behalf of the Closing pursuant to this AgreementSeller and/or the Companies, and (iii) the Estimated Closing Cash Amountas applicable, to be paid by wire transfer of immediately available funds to an account such bank account(s) designated in writing by Seller.
the Companies (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 such designation to be delivered by Seller at or made not less than three (3) Business Days prior to the Closing pursuant to this AgreementDate) the Companies Expenses.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
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 Security Capital will (i) pay to each Minority Stockholder by transfer of immediately available funds in accordance with the wire instructions provided to Security Capital prior to the date hereof an original certificate or certificates representing amount equal to (A) the Initial Purchase Price Per Share Payment multiplied by (B) the number of shares of WC Common Stock set forth opposite such Minority Stockholder’s name on Schedule A under the heading “Number of Shares, ” and (ii) deliver to the Minority Stockholders 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 Security Capital at or prior to the Closing pursuant to this Agreement.
(eb) At the Closing, Buyer Security Capital will (i) pay to each Optionholder by transfer of immediately available funds in accordance with the wire instructions provided to Security Capital prior to the date hereof an amount equal to (A) (1) the Per Share Payment multiplied by (2) the number of shares set forth opposite such Optionholder’s name on Schedule B under the heading “Number of Shares Subject to Options”, minus (B) the aggregate exercise price for such WC Options, as set forth opposite such Optionholder’s name on Schedule B under the heading “Aggregate Exercise Price” and Seller shall also close on (ii) deliver to each Optionholder all other documents, instruments or certificates required to be delivered by Security Capital at or prior to the transactions specified in the Subscription Closing pursuant to this Agreement.
(c) At the Closing, (i) each of the Minority Stockholders will deliver to Security Capital a certificate or certificates representing the WC Minority Shares owned by such Minority Stockholder duly endorsed or accompanied by stock powers duly endorsed in blank, (ii) each Optionholder will deliver to the Company a written agreement that all WC Options held by such Optiohholder have been canceled and terminated, (iii) each of the Minority Securityholders will deliver to Security Capital and the Company a duly executed certificate certifying that (A) all of the representations and warranties of such Person set forth in this Agreement are true and correct as of the Closing and (B) such Person has performed in all the covenants and agreements required to be performed by him under this Agreement at or prior to the Closing and (iv) the Minority Securityholders will deliver to Security Capital all other documents, instruments or certificates required to be delivered by the Minority Securityholders at or prior to the Closing pursuant to this Agreement.
(d) At the Closing, Security Capital will deposit with the Escrow Agent $2,121,703.68 (the “WC Escrow Funds”). The WC Escrow Funds will be held (and released) in accordance with the Escrow Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security Capital Corp/De/)
Transactions to be Effected at the Closing. At, and as a condition to the occurrence of, the Closing, the following transactions shall be effected:
(a) The Buyers shall deliver or cause to be delivered:
(i) to Seller shall be entitled to receive immediately 8,785,819 Parent (on behalf of the Purchase Price Shares Sellers) or its designee by wire transfer of immediately available funds to such bank account designated in writing by the Seller Parties (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount sufficient to pay the Sellers’ Expenses;
(ii) to the Escrow Agent, for deposit into two separate escrow accounts, the Indemnity Escrow Amount and the Adjustment Escrow Amount, respectively, to be held by the Escrow Agent in separate escrow accounts (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares (Indemnity Escrow Account” and the “Adjustment Escrow Purchase Price SharesAccount”), shall be deposited in escrow pursuant to Section 2.3(drespectively) and shall be held and disposed of distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement.
(b) At Agreement and 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 applicable provisions of this Agreement, and ;
(iii) to the Estimated Closing Cash Amount, to be paid Seller Parties by wire transfer of immediately available funds to an such bank account or bank accounts designated in writing by Seller.
the Seller Parties (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 such designation to be delivered by Seller made at or least two (2) Business Days prior to the Closing pursuant Date), an amount equal to this the Estimated Purchase Price;
(iv) to the Sellers an executed copy of the Transition Services Agreement, executed by the Buyers;
(v) to the Sellers an executed copy of the Antioch Sublease Agreement, executed by US Buyer;
(vi) to the Sellers an executed copy of the Shorewood Sublease Agreement, executed by US Buyer;
(vii) to the Sellers an executed copy of the Xxxx of Sale; Assignment and Assumption Agreement, executed by US Buyer;
(viii) to the Sellers an executed copy of the Escrow Agreement, executed by US Buyer;
(ix) to the Sellers the R&W Insurance Policy, duly issued and bound by the R&W Insurer;
(x) to the Sellers the India Share Transfer Agreement, executed by Paper Magic (and Paper Magic shall fulfill its obligations set forth in Clause 3 (Closing) of the India Share Transfer Agreement);
(xi) executed copies of the Employment Agreements, executed by the applicable Buyer; and
(xii) executed copies of each other Transaction Document to which a Buyer is a party, executed by the applicable Buyer.
(eb) At The Seller Parties, as applicable, shall:
(i) pay or cause to be paid from the amount received from the Buyers pursuant to Section 2.2(a) the Sellers’ Expenses;
(ii) deliver or cause to be delivered to the Buyers certificates or similar instruments, as applicable, representing all of the Foreign Securities owned by the Equity Sellers, together with appropriate evidence of, and other documentation reasonably necessary in connection with, such transfer;
(iii) deliver or cause to be delivered to the Buyers such resignations of members of the Board of Directors (or equivalent thereof) of the governing bodies of the Foreign Subsidiaries which have been requested in writing by the Buyers at least five (5) Business days prior to the Closing Date, such resignations to be effective concurrently with the Closing;
(iv) deliver or cause to be delivered to the Buyers an executed copy of the Transition Services Agreement, Buyer executed by Wilton Brands;
(v) deliver or cause to be delivered to the Buyers executed copies of the Employment Agreements, executed by each of the individuals set forth on Seller Disclosure Schedule 2.2(b)(v);
(vi) deliver or caused to be delivered to the Buyers an executed copy of the Antioch Sublease Agreement, executed by XX Xxxxxx;
(vii) deliver or caused to be delivered to the Buyers an executed copy of the Shorewood Sublease Agreement, executed by Wilton Industries;
(viii) deliver or caused to be delivered to the Buyers an executed copy of Xxxx of Sale; Assignment and Assumption Agreement, executed by each Seller and Seller shall also close on Parent;
(ix) deliver or caused to be delivered to the transactions specified Buyers an executed copy of the Escrow Agreement, executed by Seller Parent;
(x) deliver or cause to be delivered to the Buyers executed copies of all documentation necessary for the assignment of the Purchased Assets, including short-form intellectual property assignment agreements substantially in the Subscription form of Exhibit H hereto (“IP Assignment Agreements”), and all documentation necessary for the assignment of the Leased Real Property lease agreements that are Purchased Assets;
(xi) deliver or cause to be delivered to the Buyers the D&O Run-Off Policy;
(xii) deliver or cause to be delivered to the Buyers the India Share Transfer Agreement, executed by Simplicity Creative and India Trimmings (and Simplicity Creative shall, and shall cause each of India Trimmings and British Trimmings to, fulfill their respective obligations set out in Clause 3 (Closing) of the India Share Transfer Agreement);
(xiii) deliver or cause to be delivered to the Buyers the FIRPTA certificate(s) required pursuant to Section 7.7(l); and
(xiv) deliver or cause to be delivered to the Buyers the other Transaction Documents to which a Seller Party or Affiliate thereof is a party, executed by the applicable Seller Party or Affiliate thereof.
Appears in 1 contract
Samples: Asset and Securities Purchase Agreement (CSS Industries Inc)
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, the Buyer shall deliver to Seller will (i) an original certificate or certificates representing pay to the Initial Purchase Price SharesStockholders the Aggregate Share Payment by paying to each Stockholder by transfer of immediately available funds in accordance with the instructions set forth for such Stockholder on Schedule A the amount set forth opposite such Stockholder’s name on Schedule A under the heading “Share Payment” (as such amount may be adjusted in accordance with Section 2.1(b)) minus the Per Share Cash Deficit Adjustment (if any) applicable to such payment as provided in Section 2.1(a), and (ii) deliver to the Stockholders all other documents, instruments or certificates required to be delivered by the 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.
(eb) At the Closing, the Buyer will (i) pay to the Optionholders the Aggregate Option Payment by paying to each Optionholder by transfer of immediately available funds in accordance with the instructions set forth for such Optionholder on Schedule B the amount set forth opposite such Optionholder’s name on Schedule B under the heading “Option Payment” (as such amount may be adjusted in accordance with Section 2.2(e)) minus the Per Share Cash Deficit Adjustment (if any) applicable to such payment as provided in Section 2.2(b), and Seller shall also close on (ii) deliver to each Optionholder all other documents, instruments or certificates required to be delivered by the transactions specified in Buyer at or prior to the Subscription Closing pursuant to this Agreement.
(c) At the Closing, (i) the Stockholders will deliver to the Buyer a certificate or certificates representing the Sale Shares duly endorsed or accompanied by stock powers duly endorsed in blank and (ii) the Sellers will deliver to the Buyer all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security Capital Corp/De/)
Transactions to be Effected at the Closing. (a) Seller shall be entitled At the Closing, Buyer shall:
(i) deliver to receive immediately 8,785,819 of the Shareholder Representative:
(A) the Closing Date Cash Payment, less the Purchase Price Shares Adjustment Escrow Amount and the Indemnity Escrow Amount, by wire transfer of immediately available funds, to an account designated in writing by the Shareholder Representative to Buyer no later than two (2) Business Days prior to the “Initial Purchase Price Shares”Closing Date (and Shareholder Representative hereby covenants and agrees to, within one (1) Business Day of receipt, remit such payment to Sellers in accordance with each Seller’s Applicable Percentage, unless the Shareholder Representative and the Sellers agree otherwise); and
(B) a copy of the remaining 1,500,000 irrevocable instructions to Buyer’s transfer agent instructing the transfer agent to deliver, on an expedited basis, the Buyer Stock to be issued in satisfaction of the Closing Date Stock Payment in book entry form, with each Seller receiving a portion of such Buyer Stock based on such Seller’s Applicable Percentage;
(C) the Registration Rights Agreement, duly executed by Buyer;
(D) the Subscription Agreement, duly executed by Buyer;
(E) the Escrow Agreement, duly executed by Buyer; and
(ii) pay, on behalf of the Acquired Companies or Sellers, the following amounts:
(A) Debt Like Items of the Acquired Companies payable at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and
(B) Indebtedness of the Acquired Companies payable at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and
(C) any Transaction Expenses unpaid at Closing per the Estimated Closing Working Capital Statement, by wire transfer of immediately available funds to the accounts and in the amounts specified in the Estimated Closing Working Capital Statement; and
(iii) deliver to the Escrow Agent:
(A) the Purchase Price Shares Adjustment Escrow Amount (the “Escrow Purchase Price Shares”)such amount, shall be deposited in escrow pursuant to Section 2.3(d) including any interest or other amounts earned thereon and shall be held and disposed of less any disbursements therefrom in accordance with the terms Escrow Agreement, the “Purchase Price Adjustment Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the obligations of Sellers in Section 2.03(d);
(B) the Indemnity Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the “Indemnity Escrow Fund”) by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held, for the purpose of securing Sellers’ obligations under Article VI and Article VII of this Agreement; and
(C) the Escrow Agreement.
(b) At the Closing, Buyer Sellers shall deliver to Seller Buyer:
(i) an original certificate or stock certificates representing evidencing 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 LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank (the “Stock Powers”), with all required stock transfer tax stamps affixed thereto;
(ii) A certificate of the secretary or equivalent officer of each Acquired Company, in a form reasonably acceptable to Buyer, attaching and certifying copies of: (i) the articles of organization/incorporation (or equivalent) of each Acquired Company, as the same have been amended through the Closing Date; (ii) the bylaws (or equivalent) of each Acquired Company, as the same have been amended through the Closing Date; (iii) the resolutions of the board of directors of each Acquired Company authorizing the transactions contemplated by this Agreement and the taking of any and all actions deemed necessary or advisable to consummate the transactions contemplated herein; (iv) a certificate of existence of each Acquired Company issued by the Secretary of State of the State of Washington, dated within ten (10) Business Days of Closing;
(iii) from each Seller, a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that such Seller is not a foreign person within the meaning of Section 1445 of the Code (the “FIRPTA Certificates”);
(iv) resignations of the directors and officers of each Acquired Company pursuant to Section 5.02 (the “Resignations”);
(v) a duly executed Internal Revenue Service Form W-9 from each Seller;
(vi) payoff letters reflecting the amounts and payment instructions necessary to satisfy all other documentsoutstanding Indebtedness of each Acquired Company as of the Closing Date (the “Payoff Letters”);
(vii) a waiver and release from each Seller, instruments or certificates required in the form attached hereto as Exhibit E (the “Shareholder Waivers”);
(viii) that certain Amendment to be delivered by Seller at or prior Lease Agreement, dated the date hereof, with respect to the Closing pursuant lease by the Company of the premises commonly known as 1705 132nd Avenue NE, Bellevue, Washington, in form and substance satisfactory to this Agreement.Buyer (the “Amendment to Current Lease”);
(eix) At that certain Lease Agreement, dated the Closingdate hereof, with respect to the lease by the Company of the premises commonly known as 10000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx, in form and substance satisfactory to Buyer and Seller shall also close on (the transactions specified “Future Lease”);
(x) that certain Employment Agreement, in the Subscription form attached hereto as Exhibit F (the “Employment Agreement”), dated the date hereof, executed by Wxxxx and the Company with respect to the post-Closing employment of Wxxxx by the Company; and
(xi) the Escrow Agreement, duly executed by the Shareholder Representative.
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies Inc)
Transactions to be Effected at the Closing. (a) Seller shall be entitled to receive immediately 8,785,819 At the Closing, the Purchaser will:
(i) issue a promissory note in favor of the Purchase Price Shares Xxxxxx X. Xxxxx XX Trust dtd. 11/13/07 (the “Initial Purchase Price Xxxxx Trust”), such note to have a face amount of $750,000 in the form of Exhibit A hereto (the “Xxxxx Promissory Note”).
(ii) pay to each Stockholder by transfer of immediately available funds in accordance with the instructions provided in writing by the Representative to the Purchaser at least one Business Day prior to the Closing Date for such Stockholder an amount equal to (A) the Per Share Closing Date Payment multiplied by (B) the number of Shares set forth opposite such Stockholder’s name on Schedule A hereto under the heading “Number of Shares”); provided, however, that the remaining 1,500,000 payment due at Closing to the Xxxxx Trust shall be reduced by the initial principal balance of the Purchase Price Shares Xxxxx Promissory Note; and provided, further, that the Stockholders may allocate among themselves a disparate share of the payment due at Closing such that certain Stockholders are not having their share of the Closing Payment reduced by their share of the Escrow Amount;
(iii) deposit with the Escrow Agent an amount equal to the Escrow Amount;
(iv) pay the Closing Debt Payment;
(v) deliver to the Representative an escrow agreement substantially in the form of Exhibit B hereto (the “Escrow Purchase Price SharesAgreement”), shall duly executed by the Purchaser and the Escrow Agent; and
(vi) deliver to the Representative all other documents, instruments or certificates required to be deposited in escrow delivered by the Purchaser at or prior to the Closing pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow this Agreement.
(b) At the Closing, Buyer shall each Stockholder and the Representative, as applicable, will deliver to Seller the Purchaser:
(i) an original a certificate or certificates representing the Initial Purchase Price number of Shares set forth opposite such Stockholder’s name on Schedule A hereto under the heading “Number of Shares,” duly endorsed or accompanied by stock powers duly endorsed in blank and with all required stock transfer tax stamps affixed;
(ii) all other documents and instruments necessary to vest in the Purchaser all of such Stockholder’s right, title and interest in and to the Shares, free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind;
(iiiii) all copies of the consents, approvals and notices (if any) listed on Section 2.3(b)(iii) of the Stockholders’ Disclosure Schedule obtained or provided, as the case may be, in form and substance satisfactory to the Purchaser;
(iv) evidence of (A) the release of all Liens with respect to the property and assets of the Company; (B) the repayment of all outstanding Indebtedness of the Company, except in accordance with Section 2.3(b)(iv)of the Stockholders’ Disclosure Schedule; (C) the payment of any amounts payable under the Company’s severance, management, employment, stay, bonus, phantom stock, deferred compensation, termination or similar Plans or Contracts; (D) the payment of all amounts required to be paid prior to the Closing Date in accordance with Section 6.12; (E) the termination of any Contracts between the Company, on the one hand, and any Stockholder, any Affiliate of a Stockholder or any family member of a Stockholder, on the other hand and (F) the cancellation of any amounts or obligations owing by the Company to any Stockholder, any Affiliate of a Stockholder or any family member of a Stockholder;
(v) the Escrow Agreement, duly executed by the Representative;
(vi) a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2);
(vii) the Books and Records;
(viii) the resignations, effective as of the Closing, pursuant to Section 6.4;
(ix) the Organizational Documents of the Company;
(x) good standing certificates for the Company from the Secretary of State of the jurisdiction in which it is incorporated and from the Secretary of State in each other jurisdiction in which the Company is qualified to do business as a foreign corporation, in each case dated as of a date not earlier than three Business Days prior to the Closing;
(xi) such documents as may reasonably be requested by the Purchaser’s lenders or other financing sources; and
(xii) all other documents, instruments or certificates required to be delivered by Buyer such Stockholder at or prior to the Closing pursuant to this Agreement, and Agreement (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”including Section 7.2).
(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.
Appears in 1 contract
Samples: Stock Purchase Agreement (InfuSystem Holdings, Inc)
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 AgreementPost-Closing.
(ba) At the Closing, Buyer shall deliver to Seller shall:
(i) an original certificate or certificates representing subject to that certain Direction Letter issued by Sellers to Buyer as of even date hereof (“Direction Letter”):
(A) deliver to Sellers the Initial Purchase Price Cash Payment (by wire transfer of immediately available funds) to an account designated in writing by Sellers to Buyer no later than two Business Days prior to the Closing Date;
(B) deliver to the Sellers and Redacted [Private Identifying Information], as applicable and in accordance with the terms contained on Exhibit 2.03(a), (i) shares of Buyer’s common stock (the “Buyer Closing Shares, ”) and (ii) warrants to purchase shares of Buyer’s common stock, such warrant substantially in the form attached as Exhibit F (the “Warrants”). The Buyer Closing Shares and the Warrants are subject to those terms contained on Exhibit 2.03(a);
(C) commit to issue to the Sellers, as applicable and in accordance with the terms contained on Exhibit 2.03(a), shares of Issuer’s common stock (collectively, the “Earnout Shares” and, together with the Buyer Closing Shares, the “Transaction Shares”) in accordance with the terms contained on Exhibit 2.03(a); and
(D) deliver 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 6.03 of this Agreement.
(ii) pay, and (iii) on behalf of the Estimated Closing Cash AmountCompany or Sellers, the Indebtedness to be paid at Closing, by wire transfer of immediately available funds in the amounts specified as follows under the heading “Initial Cash Purchase Price”): provided, however, that the parties acknowledge that $200,000 of the Initial Cash Purchase Price will be funded directly to an account designated in writing by Sellerthe Company and the Company shall pay such amount to the third party creditors owed portions of such amount as “Redacted” [Private Identifying Information] accounts payable as indicated above.
(cb) 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, each Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) certificates for evidencing 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 SharesUnits, free and clear of all LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Ancillary Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by each Seller at or prior to the Closing pursuant to Section 6.02.
(c) The parties further agree and acknowledge that (a) the Cash Purchase Price, (b) the Company’s assumption of the Company Note, (c) Buyer’s issuance of the Buyer Closing Shares and Warrants; and (d) Buyer’s commitment to issue the Earnout Shares in accordance with Exhibit 2.03(a) collectively are sufficient consideration for the Sellers’ sale of the Units and that no adjustment to the Purchase Price in accordance with this Agreement will affect the validity of the sale of the Units to Buyer or the other transactions contemplated by this Agreement.
(ed) At The Remaining Cash Payment shall be due and payable as follows:
(i) The Remaining Cash Payment will be due to the Closing, Buyer following recipients and Seller shall also close on the transactions specified in the Subscription Agreement.amounts specified as follows under the heading “Remaining Cash Purchase Price”):
(ii) Upon each Issuer financing (that occurs after the Public Date) in an amount resulting in gross proceeds to the Issuer of less than $5,000,000, then one-half (1/2) of each such financing’s proceeds (but in no event more than the aggregate amount of outstanding unpaid Remaining Cash Payment) shall become immediately due and payable in accordance with Section 2.03(d)(i) above,
Appears in 1 contract
Samples: Equity Purchase Agreement
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 shall:
(i) deliver to Seller (ifor the benefit of Seller and ExchangeCo):
(A) the Closing Date Payment by wire transfer of immediately available funds to an original certificate or certificates representing account designated in writing by Seller to; and
(B) the Initial Purchase Price Shares, (ii) 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, and on behalf of the Company Group, Seller or ExchangeCo, the following amounts:
(iiiA) the Estimated Closing Cash Amount, Indebtedness of any Company Group member to be paid at Closing, by wire transfer of immediately available funds to an account designated the accounts and in writing the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by Sellerwire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(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”).
(db) At the Closing, Seller and ExchangeCo shall deliver to Buyer:
(A) an assignment of the Membership Interests to Buyer (or if Buyer so elects, to a Subsidiary of Buyer designated by Buyer) in form and substance satisfactory to Buyer, duly executed by Seller, and (iB) certificates for representing 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 LiensEncumbrances (other than Encumbrances pursuant to securities Laws of general application), duly endorsed in blank by ExchangeCo or accompanied by instruments of transfer duly endorsed in blank by ExchangeCo, with all required transfer tax stamps (if any) affixed thereto (collectively, the “Assignments”); and
(ii) the Ancillary Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by Seller or ExchangeCo at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
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, the following transactions shall be effected:
(a) The Buyer shall deliver or, to Seller the extent such amounts are to be funded with Refinancing Proceeds in accordance with Section 3.4(c), cause to be delivered:
(i) an original certificate or certificates representing to the Initial Purchase Price SharesSeller, (iiA) 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 such bank account or bank accounts designated in writing by the Seller (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount in cash equal to the Cash Consideration, (B) certificates or, at the Seller’s request, evidence of shares in book-entry form representing the number of newly-issued Buyer Common Shares to which the Seller is entitled pursuant to Section 3.2(b) and (C) certificates or, at the Seller’s request, evidence of shares in book-entry form representing the number of newly-issued Buyer Preferred Shares to which the Seller is entitled pursuant to Section 3.2(c);
(ii) to the applicable lender(s) under the Existing Credit Facility or its designee(s), by wire transfer of immediately available funds to such bank account or bank accounts as set forth in the Payoff Letters, an amount equal to the Credit Facility Payoff Amount;
(iii) to the parties entitled thereto, by wire transfer of immediately available funds, the Closing Company Expenses, the Closing Buyer Expenses and any other Transaction Expenses to be paid at the Closing;
(iv) to the Seller’s Representative, by wire transfer of immediately available funds to such bank account or bank accounts designated in writing by the Seller’s Representative (such designation to be made at least two (2) Business Days prior to the Closing Date), an amount equal to the Seller’s Representative Holdback Amount; and
(v) to the Seller or the Seller’s Representative, as applicable, all of the documents required to be delivered by the Buyer, Merger Sub I and/or Merger Sub II LLC pursuant to Article 9, duly executed by the Buyer, Merger Sub I and/or Merger Sub II LLC, as applicable.
(b) The Company shall deliver to the Buyer (i) concurrently with the delivery of the Estimated Closing Statement, payoff letters (the “Payoff Letters”) from the lender(s) under the Existing Credit Facility which authorize the release (or, to the extent that the collateral for the Existing Credit Facility is to secure the Replacement Credit Facility, the amendment) of all Encumbrances securing the Existing Credit Facility upon payment in full of the Credit Facility Payoff Amount (which Payoff Letters shall be in customary form) and (ii) all of the documents required to be delivered by the Seller, the Seller’s Representative and/or the Company pursuant to Article 8, duly executed by the Seller, the Seller’s Representative and/or the Company, as applicable.
(c) At The Company shall cause the ClosingRefinancing Proceeds to be available at Closing in an amount sufficient to pay, Buyerand the parties shall cause the Refinancing Proceeds to be used for the purposes of paying, Seller (i) Transaction Expenses, and Xxxxxx Jan Xxxxx Lijdsman, civil law notary (ii) any increase in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement Cash Consideration in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”)respect of any Working Capital Overage.
(d) At the Closing, The Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of the Buyer) :
(i) certificates for certificates, if any, representing all of the Acquired Shares Company Common Units owned by the Seller, duly endorsed in blank or accompanied by stock limited liability company interest powers duly endorsed in blank (or in proper form for transfer, with appropriate transfer Tax stamps, if any, affixed or, if the Acquired Shares are not certificatedSeller is unable to surrender such certificates because such certificates have been lost, mutilated or destroyed, an affidavit of loss; and
(ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, at least two (iii2) 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 Business Days prior to the Closing pursuant to this AgreementDate, a good faith estimate of the Company Expenses (the “Closing Company Expenses”) and any copies of invoices related thereto.
(e) At least two (2) Business Days prior to the Closing Date, the Buyer shall deliver to the Seller’s Representative and the Company a certificate setting forth Buyer’s good faith estimate of (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of the Buyer Stockholder Redemptions as of the Closing, (ii) the amount of Available Cash, (iii) the number of Buyer Common Shares and Buyer Preferred Shares outstanding as of the Closing after giving effect to the Buyer Stockholder Redemptions, the issuance of Buyer Common Shares and Buyer Preferred Shares to the Seller in accordance with Section 3.4(a)(i) and the issuance of any other capital stock or security issued in accordance with Section 7.2(b) and (iv) the fees and expenses described in clause (b) of the definition of Transaction Expenses (the “Closing Buyer Expenses”) and any copies of invoices related thereto.
(i) At or as promptly as practicable following the Closing, the Buyer shall also close on reimburse the transactions specified Seller, by wire transfer of immediately available funds to such bank account or bank accounts designated in writing by the Subscription AgreementSeller, for any Transaction Expenses paid by the Seller prior to the Adjustment Time in full satisfaction of any liability for payment from the Company and the Company Subsidiaries with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (M III Acquisition Corp.)
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, the Buyer shall deliver to Seller will (i) an original certificate or certificates representing pay to the Initial Purchase Price SharesPerson(s) identified by the Sellers to the Buyer in writing prior to the Closing, the amounts next to such Person’s name which such amounts represent all indebtedness of the Companies for borrowed money, (ii) pay to each of the Sellers their pro rata portion of the difference between the cash portion of the Aggregate Purchase Price less the amounts paid pursuant to subsection 2.4(a)(i) above, by paying such sum to each Seller by transfer of immediately available funds in accordance with the instructions provided by the Sellers to the Buyer in writing prior to the Closing, (iii) issue to each of the Sellers their pro rata portion of the Holdings Shares, by causing Holdings’ transfer agent to issue to each Seller the number of Holdings Shares set forth for such Seller on Schedule A, and (iv) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the 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.
(eb) At the Closing, (i) the Sellers will deliver to the Buyer a certificate or certificates representing the Interests, if certificated, duly endorsed or accompanied by membership interest powers duly endorsed in blank, (ii) the Sellers will execute and Seller shall also close on deliver an amended and restated limited liability company operating agreement for each of the transactions specified in Companies that shows the Subscription Buyer as the owner of 100% of the Interests of each of the Companies and (ii) the Sellers will deliver to the Buyer all other documents, instruments or certificates required to be delivered by the Sellers at or prior to the Closing pursuant to this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (1847 Holdings LLC)
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 the following transactions shall deliver to Seller (i) an original certificate or certificates representing be effected by 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.parties:
(ca) 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, The Seller shall deliver to the Buyer (or if Buyer so electscertificates representing the Shares, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed in blank 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)for transfer, with any required appropriate transfer stamps affixed theretoTax stamps, if any, affixed;
(ivb) all other documents and instruments necessary to vest in The Buyer (or its Subsidiary) all of Seller’s right, title and interest in and shall pay to the Acquired Shares, free and clear Seller by wire transfer of all Liens, and immediately available funds to a bank account designated in writing by the Seller (v) all other documents, instruments or certificates required such designation to be delivered by Seller made at or least two (2) Business Days prior to the Closing Date), (i) the Estimated Purchase Price minus (ii) the amount set forth on Schedule 1.1(a) (the “Indemnity Escrow Amount”);
(c) The Buyer shall deliver to the Escrow Agent, for deposit in an escrow account (the “Indemnity Escrow Account”), the Indemnity Escrow Amount, to be held by the Escrow Agent in a separate escrow account and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement;
(d) The Buyer shall, on behalf of the Company and/or the applicable Company Subsidiary, deliver to Xxxxx Fargo and Regiment, by wire transfer of immediately available funds to such bank accounts designated pursuant to this Agreement.the payoff letters delivered pursuant to Section 8.7 hereof, an amount equal to the Credit Facilities Payoff Amount; and
(e) At The Buyer shall, on behalf of the ClosingCompany and/or the applicable Company Subsidiary, Buyer and Seller shall also close on deliver to the transactions specified appropriate payees, by wire transfer of immediately available funds to such bank accounts designated in writing by the Subscription AgreementCompany (such designation to be made at least two (2) Business Days prior to the Closing Date) an aggregate amount sufficient to pay the Estimated Company Expenses.
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing:
(a) Seller each LRPHI Stockholder shall be entitled deliver to receive immediately 8,785,819 of Purchaser (i) certificates representing the Purchase Price Shares LRPHI Stock owned by such LRPHI Stockholder, duly endorsed in blank or accompanied by powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed and (ii) such other documents as Purchaser or its counsel may reasonably request to transfer legal and beneficial title to the “Initial Purchase Price Shares”)LRPHI Stock owned by such LRPHI Stockholder; 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.and
(b) At the Closing, Buyer each Individual Seller shall deliver to Seller Purchaser (i) an original certificate or certificates representing the Initial Purchase Price Shares, assignment of such Individual Seller’s Membership Interests executed by such Individual Seller and (ii) all such other documents, instruments documents as Purchaser or certificates required its counsel may reasonably request to be delivered by Buyer at or prior transfer legal and beneficial title to the Closing pursuant Membership Interests held by such Individual Seller; and
(c) each Seller shall deliver to this AgreementPurchaser a properly prepared and executed certificate of non-foreign status under Treas. Reg. §1.1445-2(b)(2) that establishes (to the reasonable satisfaction of Purchaser) that no withholding is required under Section 1445 of the Code and a properly prepared and certified IRS Form W-9 claiming complete exemption from U.S. backup withholding; and
(d) Purchaser shall deliver to Sellers’ Representative, and (iii) the Estimated Closing Cash Amounton behalf of Sellers, to be paid payment, by wire transfer of immediately available funds to an a bank account designated in writing by Seller.Sellers’ Representative (such designation to be made at least two business days prior to the Closing Date), in an amount equal to (i) (A) the Purchase Price, minus (B) the Escrowed Funds, minus (C) the Bonus Amount, minus (D) the Warrant Payment, plus or minus (ii) an estimate, prepared by the Company in good faith and delivered to Purchaser at least two business days prior to the Closing Date of any adjustment to the Purchase Price under Section 1.04 (the Purchase Price plus or minus such estimate of any adjustment under Section 1.04 being hereinafter called the “Closing Date Amount”); and
(ce) At Purchaser shall deposit $13,250,000 (together with interest earned thereon as provided in the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in AmsterdamEscrow Agreement, the Netherlands “Escrowed Funds”) by wire transfer of immediately available funds into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among Purchaser, Sellers’ Representative and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”) shall execute ), substantially in the form and deliver substance of Exhibit A, to be distributed in accordance with the terms of this Agreement and the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).; and
(df) At the Closing, Seller Purchaser shall deliver to Buyer (or if Buyer so elects, pay by wire transfer of immediately available funds to a Subsidiary of Buyer) bank account designated in writing by the Company (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 such designation to be delivered by Seller made at or least two business days prior to the Closing Date), the amount, as set forth in a written notice delivered by Sellers’ Representative to Purchaser at least two business days prior to the Closing Date, required to be paid pursuant to this Agreement.
(ethe phantom equity awards listed in Section 3.03(a) At of the ClosingDisclosure Letter and any other bonuses, Buyer change of control or similar payments permitted or consented to by Purchaser pursuant to Section 5.01 and Seller shall also close on payable by the Company or any Subsidiary at Closing in connection with the transactions contemplated by this Agreement (collectively, the “Bonus Amount”), and the Purchaser shall cause the Bonus Amount to be distributed to each individual entitled to receive their applicable share of the Bonus Amount (as specified in the Subscription written notice described above) through the payroll systems of the Company no later than the regularly scheduled payroll date occurring on or after the Closing Date; and
(g) Purchaser shall pay by wire transfer of immediately available funds to a bank account designated in writing by Sellers’ Representative or Aritas Group, Inc. (such designation to be made at least two business days prior to the Closing Date), the amount (the “Warrant Payment”), as set forth in a written notice delivered by Sellers’ Representative to Purchaser at least two business days prior to the Closing Date, of the Warrant Payment (as defined in that certain Warrant Termination Agreement between the Company and Aritas Group, Inc., dated September 21, 2015 (the “Warrant Termination Agreement”)); and
(h) Purchaser and Sellers shall make such other deliveries as are required by Article VI.
Appears in 1 contract
Samples: Securities Purchase Agreement (Factset Research Systems Inc)
Transactions to be Effected at the Closing. (a) Seller shall be entitled At the Closing, the Buyer will:
(i) pay the Closing Payment, subject 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 any adjustment pursuant to Section 2.3(d2.5(a)(ii), to the Sellers’ Representative (by wire transfer of immediately available funds in U.S. dollars to an account specified by the Sellers’ Representative to the Buyer no later than the Business Day prior to the Closing);
(ii) and shall be held and disposed of in accordance with deliver to the terms Sellers’ Representative, for the benefit of the Escrow Sellers, the Seller Note, duly executed by the Buyer, in the principal amount equal to the Aggregate Note Amount, with each such Seller entitled to that portion of the principal amount equal to the amount set forth opposite such Seller’s name on Schedule B (each such Seller’s amount as compared to the aggregate principal under all Sellers Notes, expressed as a percentage, is hereinafter referred to as each “Pro-Rata Share”);
(iii) deliver to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of this Agreement.
(b) At the Closing, Buyer shall each Seller will deliver to Seller the Buyer:
(i) an original certificate instrument of assignment or certificates representing other instrument of transfer, in a form acceptable to the Initial Purchase Price SharesBuyer, duly executed as necessary by such Seller for transfer and sale of such Interests to the Buyer, free and clear of all Liens;
(ii) unless otherwise requested by the Buyer, a resignation and release from each officer of the Acquired Company and a resignation and release from BA Acquisitions, LLC, the sole manager of the Acquired Company; and
(iii) 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 such Seller at or prior to the Closing pursuant to Section 7.1 of this Agreement.
(ec) At Following receipt of the ClosingClosing Payment from the Buyer pursuant to Section 2.3(a)(i), the Sellers’ Representative shall distribute to each Seller an amount equal to such Seller’s Pro-Rata Share multiplied by the Closing Payment. Except for the Buyer’s obligation to remit the Closing Payment pursuant to Section 2.3(a)(i), the Buyer and Seller shall also close on have no obligation or liability to the transactions specified in Sellers with respect to the Subscription Agreementdistribution of the Closing Payment under this Section 2.3(c).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Amneal Pharmaceuticals, Inc.)
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 the following transactions shall be effected by the parties:
(a) the Sellers shall deliver to Seller (i) an original certificate or the Buyer 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 in blank 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 for transfer;
(b) the laws Buyer shall pay to each Seller by wire transfer of Luxembourg, immediately available funds to a bank account designated in writing by each such Seller (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 such designation to be delivered by Seller made at or least two (2) Business Days prior to the Closing pursuant Date), the following:
(i) in respect of each share of Series A Preferred Stock outstanding immediately prior to this Agreement.the Closing held by such Seller, an amount equal to the sum of the Per Share Series A Liquidation Preference plus the Per Share Initial Consideration (based on the number of Common Shares into which such Series A Preferred Stock are convertible as of immediately prior to the Closing);
(ii) in respect of each share of Series A-1 Preferred Stock outstanding immediately prior to the Closing held by such Seller, an amount equal to the Per Share Series A-1 Liquidation Preference plus the Per Share Initial Consideration (based on the number of Common Shares into which such Series A-1 Preferred Stock are convertible as of immediately prior to the Closing); and
(iii) in respect of each Common Share outstanding immediately prior to the Closing held by such Seller, an amount equal to the Per Share Initial Consideration;
(c) the Buyer shall pay to each Optionholder by wire transfer of immediately available funds to a bank account designated in writing by each such Optionholder (such designation to be made at least two (2) Business Days prior to the Closing Date), in respect of each vested Option held by such Optionholder immediately prior to the Closing, an amount equal to the Per Share Initial Option Consideration;
(d) the Buyer shall deliver to the Sellers’ Representative by wire transfer of immediately available funds to a bank account designated in writing by the Sellers’ Representative (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Reserve Amount;
(e) At the ClosingBuyer shall deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal, Buyer and Seller shall also close on the transactions specified in the Subscription aggregate, to the Seller Transaction Expenses, as specified by the Company in accordance with Section 2.1(b);
(f) the Buyer shall deliver to the Bank by wire transfer of immediately available funds to such bank account of the Bank designated in writing by the Bank (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal to the Company Debt under the Financing Agreement; and
(g) the Buyer shall deliver by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Company (such designation to be made at least two (2) Business Days prior to the Closing Date) an amount equal, in the aggregate, to $104,500, in respect of Company Debt owed to certain Affiliates of the Company (the “Affiliate Debt”).
Appears in 1 contract
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 shall:
(i) an original certificate or certificates representing deliver to Sellers the Initial Purchase Price Shares, Net Cash Consideration by wire transfer of immediately available funds to the accounts of Sellers set forth in the Closing Worksheet;
(ii) issue the Seller Units in the name of each Seller and other Person entitled thereto in accordance as set forth in the Closing Worksheet, but retain such Seller Units in escrow until released as provided herein;
(iii) issue and deliver the Non-escrow Units to the Sellers entitled thereto as set forth in the Closing Worksheet; and
(iv) deliver to Sellers 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, 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.
(cb) At the Closing, Sellers shall deliver to Buyer, Seller :
(i) an assignment of the Membership Interests to Buyer in form and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands substance reasonably satisfactory to Buyer (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow AgreementAssignment”)., duly executed by each Seller; and
(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 rightagreements, 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 Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.
(ec) At In addition to the deliveries contemplated by Sections 2.03(a) and 2.03(b), at the Closing (or, in the case of the Release Agreements described in clause (ii) below, as soon as practicable, but in no event more than ten (10) Business Days, following the Closing), Sellers shall deliver or cause to be delivered to Buyer:
(i) a list of and the amount due to each holder of Company Indebtedness;
(ii) subject to the last few sentences of this Section 2.03(c), a release and waiver of claims agreement (specifically including, in the case of Persons having options or equity interests in the Company, a waiver of all applicable appraisers’ and/or dissenters’ rights), in a form reasonably acceptable to Buyer (each, a “Release Agreement”), duly executed by each of Casual Dining Ventures, Inc., Mxxx Xxxxxxxxxxx, Fxxx Xxxxx, Kxxxx Xxxxx, T&T and each Greenstalk Entity;
(iii) evidence reasonably satisfactory to Buyer that the Ultimate Net Loss Obligation Agreement dated October 12, 2012 between the Company and Franchise Credit, LLC has been, or as of the Closing shall be, terminated, it being understood that the payoff letter or confirmation of satisfaction from Franchise Credit, LLC, together with the Repayment and Release Agreement effective as of December 18, 2017, by and among the Company, Jxxx Xxxx and Franchise Credit, LLC, shall be sufficient evidence thereof; and
(iv) evidence reasonably satisfactory to Buyer that Chitowngus LLC is waiving and declining to exercise its right to terminate the Area Director Agreement dated December 22, 2010, as amended by the Amendment to Area Director Agreement dated December 22, 2010, by and between the Company and Chitowngus LLC, which right to terminate arises as a result of the transactions contemplated hereby. Notwithstanding anything to the contrary expressed or implied in this Agreement, Buyer understands that Sellers and the Company are in dispute with T&T and the Greenstalk Entities, which disputes make it unlikely that Sellers shall be able to deliver a Release Agreement from T&T or any Greenstalk Entity on or prior to the tenth (10th) Business Day following the Closing. Accordingly, when and if Sellers and T&T or the Greenstalk Entities agree to the number of Units to which any such Person is entitled, Sellers shall so notify Buyer in writing and the number of Seller shall also close Units issued to such Person on the transactions specified in Closing Date shall be adjusted to reflect such agreement (with any upward adjustment reducing, on a pro rata basis, the Subscription Agreementnumber of Seller Units issued to Sellers and any downward adjustment increasing, on a pro rata basis, the number of Seller Units issued to Sellers).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)
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 Sellers:
(i) an original certificate or certificates representing the Initial Purchase Price Shares(less the Holdback Consideration) by wire transfer of immediately available funds to bank accounts and in amounts set forth on Exhibit A, which Exhibit A shall be prepared by Sellers and delivered to Buyer at least five (5) Business Days before Closing and shall set forth the portion of the Purchase Price to be paid by Buyer to each Seller at Closing in accordance with the Allocation Percentage of each Seller; and
(ii) all other documents, instruments or certificates Transaction Documents required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amountincluding, to be paid by wire transfer of immediately available funds to an account designated but not limited to, those Transaction Documents set forth in writing by SellerSection 7.03.
(cb) At the Closing, Sellers shall deliver to Buyer, Seller :
(i) an assignment of the Membership Units to Buyer in form and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands substance reasonably satisfactory to Buyer (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow AgreementAssignment”)., duly executed by Sellers;
(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 Transaction Documents required to be delivered by Seller Sellers or the Company at or prior to the Closing pursuant to this Agreement, including, but not limited to, those Transaction Documents set forth in Section 7.02; and
(iii) from each Seller, a properly completed and duly executed IRS Form W-9.
(ec) At the Closing, Buyer and Seller shall also close repay, or cause to be repaid, on behalf of the transactions specified Company, all amounts necessary to discharge fully the then‑outstanding balance of all Indebtedness set forth on Exhibit B by wire transfer of immediately available funds to the account(s), in the Subscription Agreementamounts, and in accordance with the payoff instructions indicated in the payoff letters delivered by the holders of such Indebtedness.
(d) At the Closing, Buyer shall repay, or cause to be repaid, on behalf of the Company and Sellers, by wire transfer of immediately available funds, all amounts necessary to discharge fully all Closing Date Sellers Expenses, in the amounts and in accordance with the payment instructions set forth on Exhibit B.
(e) Sellers shall prepare and deliver Exhibit B to Buyer at least five (5) Business Days before Closing.
(f) All deliveries, payments, and other transactions and documents relating to the Closing shall be interdependent, and none shall be effective unless or until all are effective (except for any of which the party or parties entitled to the benefit thereof has expressly waived in writing satisfaction or performance thereof as a condition precedent to the Closing).
(g) At the Closing, Buyer shall retain the Holdback Consideration subject to the terms and conditions of Section 2.07.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (Tribune Publishing Co)
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 Seller:
(i) The Purchase Payment by wire transfer of immediately available funds to an original certificate or certificates representing account of Seller designated in writing by Seller to Buyer no later than three Business Days prior to the Initial Purchase Price Shares, Closing Date;
(ii) A certificate executed by Buyer representing and warranting to Seller that each of Buyer’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date;
(iii) All other agreements, documents, instruments instruments, license agreements substantially in the form of Exhibit B, or certificates (collectively, the “Ancillary Agreements”) required to be delivered by Buyer at or prior to the Closing pursuant to Article 7 of this Agreement, and (iii) Agreement or otherwise necessary to effect the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by SellerContemplated Transactions.
(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”).
(db) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) Stock certificates for evidencing 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 Liensencumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank in the form of Exhibit C to this Agreement (the “Assignment of Shares”);
(ii) An executed copy of the assignment of Membership Interests free and clear of all encumbrances, duly endorsed in blank or accompanied by such other instruments of transfer duly executed in blank in the form of Exhibit D to this Agreement (vthe “Assignment of Membership Interest”);
(iii) A certificate executed by Seller representing and warranting to Buyer that each of Seller’s representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; and
(iv) All other agreements, documents, instruments instruments, or certificates required to be delivered by Seller at or prior to the Closing pursuant to Article 8 of this AgreementAgreement or otherwise necessary to effect the Contemplated Transactions.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected:
(a) Seller Parent shall deliver (or cause to be entitled delivered):
(i) to receive the Transfer Agent the aggregate number of Consideration Shares to be delivered to Stockholders in accordance with the terms of this Agreement;
(ii) to the Payments Administrator, by wire transfer of immediately 8,785,819 available funds to the account designated in writing by the Payments Administrator at least two (2) Business Days prior to the Closing Date, an amount equal to (1) the Closing Payment, less (2) any amounts owed on account of Dissenting Shares, for further distribution to the Purchase Price Shares Stockholders (other than the Dissenting Stockholders) in accordance with Section 2.6(a);
(iii) to the Company, by wire transfer of immediately available funds to the account designated in writing by the Company at least two (2) Business Days prior to the Closing Date, an amount equal to the Aggregate Option Payment Amount, for further distribution to the Optionholders in accordance with Section 2.6(a);
(iv) to such parties designated in the Payoff Letters, by wire transfer of immediately available funds to such bank account or bank accounts designated in such Payoff Letters, the amounts set forth in such Payoff Letters (the “Initial Purchase Price SharesPayoff Amounts”); ;
(v) to such parties to whom any Company Expenses are payable pursuant to the remaining 1,500,000 instruction delivered pursuant to Section 2.8(d), by wire transfer of immediately available funds to such bank account or bank accounts designated pursuant to Section 2.8(d), the Purchase Price Shares applicable amount set forth in the instruction delivered pursuant to Section 2.8(d);
(vi) to the Escrow Agent, for deposit in an escrow account (the “Escrow Purchase Price SharesAccount”), shall be deposited by wire transfer of immediately available funds to the account designated in escrow pursuant the Escrow Agreement or otherwise designated in writing by the Escrow Agent at least two (2) Business Days prior to Section 2.3(d) and shall the Closing Date, an amount in cash equal to the Escrow Amount, to be held by the Escrow Agent and disposed of distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable provisions of this Agreement.;
(bvii) 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 AgreementStockholders’ Representative, and for deposit in an account established by the Stockholders’ Representative (iii) the Estimated Closing Cash Amount“Stockholders’ Representative Reserve Account”), to be paid by wire transfer of immediately available funds to an account designated in writing by Sellerthe Stockholders’ Representative at least two (2) Business Days prior to the Closing Date, an amount in cash equal to the Stockholders’ Representative Reserve Amount, to be held by the Stockholders’ Representative in a segregated account for purposes of satisfying fees, costs and expenses incurred in its capacity as the Stockholders’ Representative and otherwise in accordance with this Agreement (provided that, for Tax purposes, the Stockholders’ Representative Reserve Account shall be treated by the parties as having been received and voluntarily set aside by the Sellers at the time of Closing); and
(viii) to the Company, the Stockholders’ Representative and the Escrow Agent, an executed copy of the Escrow Agreement; and
(ix) to the Company a certificate dated as of the Closing Date from Parent (executed by an authorized officer of Parent) to the effect that the conditions set forth in Section 9.3(a) and Section 9.3(b) have been fully satisfied.
(cb) At The Company shall deliver (or cause to be delivered):
(i) to Parent, executed copies of the ClosingPayoff Letters;
(ii) to Parent and Escrow Agent, Buyera copy of the Escrow Agreement executed by the Stockholders’ Representative;
(iii) certificates from the applicable jurisdiction of formation or incorporation as to the good standing of the Company and its Subsidiaries in the applicable jurisdiction, Seller dated within ten days of the Closing Date;
(iv) the preliminary statement including the Estimated Adjustment Amount pursuant to Section 2.8(b);
(v) Indemnity Support Agreements in the form attached hereto as Exhibit H duly executed by the Indemnifying Sellers;
(vi) restrictive covenant agreements in the form attached hereto as Exhibit I duly executed by the Sellers identified on Schedule 2.9(b)(vi);
(vii) Accredited Investor Representation and Xxxxxx Jan Xxxxx Lijdsman, civil law notary Lock-Up Acknowledgement Agreements in Amsterdam, the Netherlands form attached hereto as Exhibit J (the “Escrow AgentLock-Up Acknowledgement Agreement”) shall execute duly executed by the Stockholders entitled to Consideration Shares;
(viii) duly executed agreements terminating the Affiliate transactions identified on Schedule 2.9(b)(viii);
(ix) a certificate dated as of the Closing Date, duly executed by the Secretary of the Company, certifying as to an attached copy of (A) the resolutions of the board of directors of the Company authorizing and deliver approving the Escrow execution, delivery and performance of, and the consummation of the Merger, this Agreement and the transactions contemplated hereby and (B) the executed stockholder consent evidencing the Stockholder Written Consent, and stating that such resolutions and Stockholder Written Consent have not been amended, modified, revoked or rescinded;
(x) to Parent, (A) a properly executed statement, in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).
(d) At the ClosingK, 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 dated as of the share register Closing Date and executed by the Company, certifying that the Shares do not constitute “United States real property interests” under Section 897(c) 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 LiensCode, and (vB) all other documentsa “FIRPTA Notification Letter”, instruments or certificates required in substantially the form attached hereto as Exhibit K dated as of the Closing Date and executed by the Company;
(xi) to be delivered Parent a certificate dated as of the Closing Date from the Company (executed by Seller at or prior an authorized officer of the Company) to the Closing pursuant to this Agreement.effect that the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c) have been fully satisfied;
(exii) At evidence reasonable satisfactory to Parent that the Closingboard of directors of the Company has taken all actions necessary to terminate the Oqton, Buyer and Seller shall also close on Inc. 2021 Incentive Plan, along with copies of fully executed Phantom Equity Termination Agreements with each Phantom Equity Holder; and
(xiii) evidence reasonable satisfactory to Parent that all shares held by Xx. Xxxxx Xxxxx in Oqton Belgium NV have been transferred to the transactions specified in the Subscription AgreementCompany.
Appears in 1 contract
Samples: Merger Agreement (3d Systems Corp)
Transactions to be Effected at the Closing. (a) Seller Sellers’ Representative shall be entitled deliver to receive immediately 8,785,819 Buyer, no less than one (1) business day before the Closing Date a written statement of the Purchase Price Shares (amount of Debt of the Company, specifying the final payment to be made at Closing by the Buyer as per Section 2.03(b)(iii), to pay out and discharge in full all such Debt and to effect the release and discharge of any Encumbrances securing such Debt. Any such Debt of the Company is referred to as the “Initial Purchase Price SharesCompany Closing Debt”); 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 shall:
(i) an original certificate or certificates representing Execute, together with the Principal Sellers, (a) a subscription agreement (the “Subscription Agreement”), pursuant to which the Principal Sellers shall agree and shall undertake to subscribe for the Subscribed Shares in the amounts and in the proportions set forth in Exhibit C; and (b) a set-off agreement pursuant to which the Principal Sellers agree to set off the amount of the Setoff Consideration owed to them by the Buyer for the Majority Shares pursuant to this Agreement against the amounts they owe to the Buyer in connection with the subscription of the Subscribed Shares (the “Set Off Agreement”), and the Buyer agrees to set off the amounts owed to it by the Principal Sellers in connection with the subscription of the Subscribed Shares, such that, following the execution and performance of such Set Off Agreement and the payment of the Initial Purchase Price SharesCash Consideration due to the Principal Sellers at Closing, the Buyer’s obligation to the Principal Sellers for the payment of the Setoff Consideration due to them in connection with the sale of the Majority Shares and the Principal Sellers’ obligation to the Buyer for the subscription of the Subscribed Shares are mutually and fully extinguished;
(ii) deliver to the Principal Sellers the Subscribed Shares, pro rata in accordance with each Principal Seller’s applicable portion of the Majority Shares, consisting of evidence of ownership of the Subscribed Shares, free and clear of all Encumbrances, as set forth in Exhibit C;
(iii) deliver to the Paying Agent the Closing Consideration and cause the Paying Agent promptly to:
(1) pay the Company Closing Debt, on behalf of the Company, to the creditors with respect thereto, as identified on Exhibit C, the amounts set forth on Exhibit C with respect to each such creditor;
(2) pay to each Principal Seller the amounts set forth on Exhibit C as Initial Cash Consideration;
(3) pay to the Company’s payroll processor the aggregate sum of the payments to be distributed to each Manager and to each Optionee who is an employee the amounts set forth on Exhibit C (with such aggregate amount shown on the Closing Flow of Funds) as Initial Cash Consideration;
(4) pay to each Minority Shareholder the amounts set forth in Exhibit C as Initial Cash Consideration;
(5) deposit to the account designated by the Sellers’ Representative (as shown on the Closing Flow of Funds memo as part of Exhibit C) the Sellers’ Rep Fund Amount;
(6) pay to the applicable service providers, the Scheduled Transaction Expenses, as set forth on Exhibit C, by wire transfer of immediately available funds to the bank accounts previously designated in writing by such service providers to Buyer;
(iv) provide to the Sellers the fully-effective and executed Bank LCs, issued by Intesa via Citibank
(v) provide to the applicable counterparty(ies) counterparts of the other documents, instruments or certificates Transaction Documents required to be delivered by Buyer at the Closing pursuant to this Agreement, duly executed by Buyer.
(c) At the Closing, Company or the applicable Sellers shall deliver to Buyer:
(i) Instruments of assignment with respect to the Equity Interests, transferring title to the same to Buyer free and clear of all Encumbrances;
(ii) counterparts of the other Transaction Documents required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement, and duly executed by the applicable Seller(s);
(iii) executed copies of the Estimated Closing Cash Amount, to be paid by wire transfer Option Cancellation and Cash-Out Agreements from each of immediately available funds to an account designated in writing by Seller.the Optionees;
(civ) At the Closingwritten resignations, 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 to this Agreement as Exhibit C (the “Escrow Agreement”).
(d) At the ClosingD, 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 effective as of the share register of the Acquired Company)Closing Date, 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.of
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller shall be entitled to receive immediately 8,785,819 of At the Purchase Price Shares Closing, Buyer shall:
(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 i) pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms 4 of the Escrow Agreement., deliver to the Escrow Agent:
(A) Payment by wire transfer of immediately available funds in the amount of two hundred and fifty thousand dollars ($250,000) not later than one (1) Business Days after the execution of this Agreement.
(b) At the Closing, Buyer Sellers shall concurrently deliver to Seller Escrow Agent, pursuant to Sections 4(b) and 4(c) of the Escrow Agreement:
(i) an original certificate or certificates representing the Initial Purchase Price SharesThe executed notarized letter of instruction, (ii) all other documentssigned by Sellers, instruments or certificates required to be delivered by Buyer at or prior addressed to the Closing pursuant to this AgreementCompany’s transfer agent, 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)Action Stock Transfer, with any required instruction to transfer stamps affixed thereto, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s legal right, title and interest in and the Shares to Buyer, based solely on the Acquired Shares, direction of the Escrow Agent free and clear of all LiensEncumbrances, duly endorsed or accompanied by any required medallion guaranteed stock powers or other instruments of transfer; and,
(ii) Written confirmation of Action Stock Transfer Company’s to the Escrow Agent of its receipt of the executed notarized letter of instruction and (v) all other medallion guaranteed stock powers, along with confirmation that it will only act to transfer Seller’s Shares upon the instruction and direction of the Escrow Agent along with any agreements, documents, instruments or certificates required to be delivered by Seller at sat or prior to the Closing pursuant to this Agreement.
(ec) At Consistent with Section 4.0(d) of the ClosingEscrow Agreement and the provisions hereof, Buyer shall instruct Escrow Agent to wire transfer the Purchase Price to the recipients on Schedule B immediately after Escrow Agent confirms receipt of the executed notarized letter of instructions, medallion guaranteed stock powers and Seller Action Stock Transfer’s acknowledgment that it will act to transfer the Shares only upon Escrow Agent’s direction. Escrow Agent shall also close wire transfer the Purchase Price to the recipients on Schedule B, send written confirmations of the transactions specified in wire transfers to Sellers and then concurrently instruct Action Stock Transfer to transfer the Subscription AgreementShares to Buyer.
Appears in 1 contract
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, the Buyer shall deliver to Seller will:
(i) pay to each Seller (by wire transfer of immediately available funds in U.S. dollars to such account or accounts specified by the Sellers’ Representative to the Buyer at least three Business Days prior to the Closing) an original certificate or certificates representing amount equal to (A) the Initial Purchase Price SharesClosing Amount, multiplied by (B) such Seller’s Pro-Rata Share;
(ii) instruct the Escrow Agent to release the Deposit and the Deposit Interest to the Sellers’ Representative (on behalf of the Sellers in proportion to their respective Pro-Rata Shares) if the Deposit is still held by the Escrow Agent on the Closing Date;
(iii) deliver to the Sellers’ Representative and the Company a counterpart signature page to the A&R Operating Agreement, duly executed by the Buyer;
(iv) deliver to the Sellers’ Representative and the Company a guarantee for certain of the Buyer’s obligations under the A&R Operating Agreement, in form and substance reasonably satisfactory to the Sellers’ Representative, duly executed by the Guarantor;
(v) deliver to the Sellers’ Representative a copy of the R&W Insurance Policy; and
(vi) deliver to the Sellers’ Representative all other documents, instruments or certificates required to be delivered by the 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 SellerSection 7.2.
(cb) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary the Sellers’ Representative will:
(i) deliver to the Buyer an instrument of assignment or other instrument of transfer 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 ClosingA, 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 Luxembourgby each Seller, (iii) a certified copy for transfer and sale 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 applicable Purchased Interests to the Acquired SharesBuyer, in each case free and clear of all Liensany Liens (other than Liens (A) arising pursuant to, or as a result of, the Transactions, (B) arising under the Organizational Documents of the Company and (C) arising pursuant to applicable securities Laws);
(ii) with respect to each Seller, deliver to the Buyer an executed certificate of such Seller’s non-foreign status under Section 1.1445-2(b)(2) of the Treasury Regulations, in form and substance reasonably satisfactory to the Buyer, duly executed by such Seller;
(iii) with respect to each Seller, deliver to the Buyer an executed affidavit stating, under penalties of perjury, for purposes of Section 1446(f) of the Code (and reflecting any binding guidance then available as to such affidavit), such Seller’s U.S. taxpayer identification number and that such Seller is not a foreign person, in form and substance reasonably satisfactory to the Buyer, duly executed by such Seller;
(iv) with respect to each Seller, deliver to the Buyer a properly completed IRS Form W-9 Request for Taxpayer Identification Number and Certification, confirming that such Seller is not subject to backup withholding;
(v) deliver to the Buyer and the Company counterpart signature pages to the A&R Operating Agreement, duly executed by each Seller; and
(vi) deliver to the Buyer all other documents, instruments or certificates required to be delivered by Seller the Sellers at or prior to the Closing pursuant to this AgreementSection 7.1.
(ec) At the Closing, the Company will deliver to the Buyer and Seller shall also close on the transactions specified in Sellers’ Representative counterpart signature pages to the Subscription A&R Operating Agreement, duly executed by the Company, USPB and New Kleinco.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Leucadia National Corp)
Transactions to be Effected at the Closing. (a) At the Closing, each Seller shall deliver to the Purchaser all agreements, documents, instruments and certificates required to be entitled delivered by such Seller (and, where applicable, executed by such Seller and/or the Company or a duly authorized officer of such Seller and/or Company) at or prior 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 Closing pursuant to Section 2.3(d) and shall be held and disposed 7.2 of in accordance with the terms of the Escrow this Agreement.
(b) At the Closing, Buyer shall deliver to Seller the Purchaser shall:
(i) deliver to the Paying Agent, free and clear of any withholding or deductions, an original certificate or certificates representing amount equal to the Initial Closing Payment Amount minus the Adjustment Escrow Amount, the Indian Cash Escrow Amount and (only if a Carve-out has occurred) the Carve-out Escrow Amount and minus the Banking Institutions Payoff Amount (net of the amount by which the Purchase Price has been reduced as a result of the Banking Institutions Payoff Amount also constituting Indebtedness pursuant to Section 2.2(a)) in immediately available funds (the “Paying Agent Amount”) to the account specified by the Paying Agent to the Purchaser to be further allocated by the Paying Agent, in accordance with Section 2.8 and Section 2.10 below, as follows:
A. to each Seller (other than holders of Section 102 Shares), such Seller’s Relevant Portion of the Paying Agent Amount;
B. the Non-Section 102 Amount to, at the choice of the Sellers’ Representative as shall be communicated to the Paying Agent within ten (10) Business Days hereof: (i) the payroll processing service or system of the applicable non-Israeli resident Subsidiary; who shall remit such amounts to the applicable Non-Section 102 Holders through local payroll (less the applicable Taxes required to be withheld with respect to such payment) or (ii) a paying agent designated by the Sellers’ Representative (reasonably acceptable to the Purchaser);
C. the Warrant Amount to the Company Warrantholder;
D. an amount equal to the Section 102 Amount, as set forth on the Consideration Allocation Certificate to the 102 Trustee, to be held and released in accordance with the provisions of Section 102, subject to the receipt (on or after Closing) by the 102 Trustee of a duly executed Option Cancellation Agreement and in accordance with Section 2.8 below; and
(ii) the Section 3(i) Amount to the Section 3(i) Holders,
(iii) deliver to the Escrow Agent an amount equal to the Adjustment Escrow Amount, the Indian Cash Escrow Amount, the Indian Sale Proceeds Escrow Amount and (only if a Carve-out has occurred) the Carve-out Escrow Amount, free and clear of any withholding or deductions, by wire transfer of immediately available funds to the Escrow Account, which amount is to be held and released in accordance with the provisions of Sections 2.7(g), 2.7(i) and 2.7(j), and the Escrow Agreement;
(iv) deliver to each Banking Institution to the bank account designated by such Banking Institution in the applicable Bank Payoff Letter an amount equal to such Banking Institution’s portion of the Banking Institutions Payoff Amount; and
(v) deliver to each Seller all other agreements, documents, instruments or certificates required to be delivered by Buyer the Purchaser at or prior to the Closing pursuant to Section 7.3 of 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 All transactions to take place at the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, Closing shall be deemed to take place simultaneously on 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 LiensClosing Date, and (v) no transaction hereunder shall be deemed to have been completed, or any document delivered, until all other such transactions have been completed and all agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreementhereunder have been delivered.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
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 shall:
(i) an original certificate deliver to Sellers:
(A) the Closing Date Payment by wire transfer of immediately available funds to one or certificates representing more accounts designated in writing by Sellers to Buyer no later than two (2) Business Days prior to the Initial Purchase Price SharesClosing Date; and
(B) the Escrow Agreement, (ii) the other 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 8.02 of this Agreement. (ii) pay, and on behalf of the Company or Sellers, the following amounts:
(iiiA) Indebtedness of the Estimated Closing Cash Amount, Company to be paid at Closing, by wire transfer of immediately available funds to an account designated the accounts and in writing the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by Sellerwire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(ciii) deliver to the Escrow Agent: the Escrow Amount (such amount, including any interest or other amounts earned thereon and less any disbursements therefrom in accordance with the Escrow Agreement, the "Indemnification Escrow Fund") by wire transfer of immediately available funds to accounts designated by the Escrow Agent, to be held for the purpose of securing the indemnification obligations of Sellers set forth in ARTICLE IX and the obligations of Sellers in Section 2.04(c)(vi) and Section 7.09; and the Escrow Agreement.
(b) 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 Sellers shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) stock certificates for evidencing 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 LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Escrow Agreement, Ancillary Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by Seller Sellers at or prior to the Closing pursuant to Section 8.01 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) At the Closing, Buyer Parent shall take, or cause to be taken, all actions to:
(i) pay or cause the Equity Buying Entities and Asset Buying Entities to pay to the Equity Selling Entities and Seller shall be entitled to receive immediately 8,785,819 Parent (on behalf 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”Asset Selling Entities), shall be deposited in escrow pursuant to Section 2.3(d) allocated among the Buying Entities and shall be held and disposed of the Selling Entities in accordance with the terms Provisional Allocation, by wire transfer of immediately available funds in euros to the account(s) designated in writing by Seller Parent (such designation to be delivered to Buyer Parent at least two (2) Business Days prior to the Closing Date), an aggregate amount equal to the Estimated Closing Cash Consideration;
(ii) convey and deliver to Seller Parent instruments of assumption, including tripartite deeds of novation, in form and substance reasonably acceptable to Seller Parent and Buyer Parent, duly executed by the applicable Buying Entity, evidencing the assumption of the Escrow Additional Assumed Liabilities;
(iii) deliver to Seller Parent the Provisional Section 338(g) Forms required to be delivered pursuant to Section 5.06(b);
(iv) deliver to Seller Parent its duly executed counterpart to the Transition Services Agreement, the Reverse Transition Services Agreement, the Distribution Agreement, the Intellectual Property Assignment Agreement, the Manufacturing and Supply Agreement and the Reverse Manufacturing and Supply Agreement;
(v) deliver to Seller Parent a duly executed counterpart to the French-language confirmatory transfer agreement (acte réitératif) in respect of the transfer of the French Acquired Equity Interests upon the Closing;
(vi) cause each Equity Buying Entity to deliver to Seller Parent a certified copy of the resolutions of the board of directors or other governing body of such Equity Buying Entity authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Equity Buying Entity is a party and the consummation of the Transactions to be consummated by such Equity Buying Entity;
(vii) pay to Seller Parent as consideration for services provided by it to Buyer Parent under the Transition Services Agreement, by wire transfer of immediately available funds in euros to the account designated in writing by Seller Parent (such designation to be delivered to Buyer Parent at least two (2) Business Days prior to the Closing Date), an amount equal to €25,000,000 as a partial advance payment of costs of those services under the Transition Services Agreement (the “TSA Fee Payment”);
(viii) deliver to Seller Parent two (2) originals of the Contingent Additional Amount Agreement duly signed by the Buying Entities; and
(ix) deliver to Seller Parent a certificate signed on behalf of Buyer Parent by a duly authorized officer of Buyer Parent stating that the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied.
(b) At the Closing, Buyer the Swedish Equity Selling Entity shall deliver take, and Seller Parent shall cause the Swedish Equity Selling Entity and any other applicable Subsidiary to Seller take, all actions to:
(i) an original certificate or certificates representing convey and deliver to the Initial Purchase Price SharesFrench Equity Buying Entity one duly completed signed transfer form (ordre de mouvement) in favor of the French Equity Buying Entity in respect of all the shares of Meda Holding SAS (“Meda Holding”), free and clear of any and all Liens, together with the updated share transfer register (registre des mouvements de titres), and the updated shareholder’s individual accounts (comptes individuels d’actionnaires) for Meda Holding, with entries made to record the transfer of all of the shares of Meda Holding to the French Equity Buying Entity on the Closing Date;
(ii) all deliver to the French Equity Buying Entity the up-to-date share transfer register (registre des mouvements de titres) and shareholder’s individual accounts (comptes individuels d’actionnaires) of each other documentsFrench Acquired Company, instruments or certificates required and the up-to-date shareholder assembly register (registre d’assemblées) of each French Acquired Company; and
(iii) deliver to be Buyer Parent its duly executed counterpart of the confirmatory transfer agreement (acte réitératif) 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 Parent in writing by Selleraccordance with Section 1.04(a)(v).
(c) At the Closing, BuyerSeller Parent shall take, Seller or cause to be taken, all actions to:
(i) cause the Asset Selling Entities to convey and Xxxxxx Jan Xxxxx Lijdsmandeliver to the Asset Buying Entities duly executed instruments of assignment, civil law notary in Amsterdamform and substance reasonably acceptable to the Asset Buying Entities, evidencing the sale, assignment, transfer, conveyance and delivery of the Additional Transferred Assets, free and clear of any and all Liens other than Permitted Liens;
(ii) convey and deliver to Buyer Parent instruments of assumption, including tripartite deeds contemplated by Section 1.04(a)(ii) duly executed by all parties thereto (other than the applicable Buying Entity);
(iii) deliver to Buyer Parent its duly executed counterpart to the Transition Services Agreement, the Netherlands Reverse Transition Services Agreement, the Distribution Agreement, the Intellectual Property Assignment Agreement, the Manufacturing and Supply Agreement and the Reverse Manufacturing and Supply Agreement;
(iv) deliver to Buyer Parent the “Escrow Agent”Product Technical Files in a form reasonably satisfactory to Buyer Parent;
(v) cause each Equity Selling Entity to deliver to the Equity Buying Entities a certified copy of the resolutions of the board of directors or other governing body of such Equity Selling Entity authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Selling Entity is a party and the consummation of the Transactions to be consummated by it;
(vi) deliver to Buyer Parent a certificate signed on behalf of Seller Parent by a duly authorized officer of Seller Parent stating that the conditions set forth in Section 6.02(a), Section 6.02(b), and Section 6.02(e) have been satisfied;
(vii) deliver to Buyer Parent completed and executed IRS Form W-9 in respect of Seller Parent;
(viii) deliver to Buyer Parent its duly executed original counterpart of the Contingent Additional Amount Agreement delivered by Buyer Parent in accordance with Section 1.04(a)(viii); and
(ix) in respect of the countries set forth on Section 1.04(c)(ix) of the Buyer Disclosure Letter, deliver to the applicable Asset Buying Entity, where possible and consistent with local practice, a certificate issued by the relevant tax authority stating that the business to be acquired is up to date with their tax obligations.
(d) In addition to any other action to be taken and to any other instrument to be executed or delivered pursuant to this Agreement, at the Closing the Italian Equity Selling Entity and the Italian Equity Buying Entity shall execute take, and Seller Parent shall cause the Italian Equity Selling Entity to take, and Buyer Parent shall cause the Italian Equity Buying Entity to take, all actions set forth below:
(i) the Italian Equity Selling Entity shall deliver to the Escrow Agreement Italian Equity Buying Entity the originals of the resignation letters of the members of the board of directors and of the statutory auditors (if any) of the Italian Acquired Companies effective as of the Closing Date, in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).VII hereto;
(dii) At the Closing, Seller Italian Equity Buying Entity shall deliver to Buyer the Italian Equity Selling Entity a letter addressed to each resigning member of the board of directors and of the statutory auditors (or if Buyer so elects, to a Subsidiary any) of Buyer) (i) certificates for the Italian Acquired Shares duly endorsed or accompanied by stock powers duly endorsed Companies in blank (or if substantially the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, attached as Exhibit VIII hereto;
(iii) a certified copy the Italian Equity Selling Entity shall endorse the shares representing one hundred percent (100%) of the share register corporate capital of Meda Pharma S.p.
A. to the Acquired Company)Italian Equity Buying Entity, with any required transfer stamps affixed thereto, before the Italian notary public; and
(iv) all other documents a representative of the Italian Equity Buying Entity shall attend the shareholders’ meeting of each of the Italian Acquired Companies to be validly held in order to resolve upon (A) the acceptance of the resignations of the relevant members of the board of directors and instruments necessary to vest in Buyer of the statutory auditors, (or its SubsidiaryB) all of Seller’s rightthe release and discharge, title and interest in and to the fullest extent permitted by applicable Law, of the resigning members of the board of directors or the statutory auditors of the relevant Italian Acquired Shares, free Company from and clear against any and all liabilities arising out of all Liens, and (v) all other documents, instruments their office as directors or certificates required to be delivered by Seller statutory auditors of the relevant Italian Acquired Company at or prior to the Closing pursuant to this AgreementClosing, and (C) the appointment of new director(s) and statutory auditors identified by the Italian Equity Buying Entity, in each case, in substantially the form attached as Exhibit IX hereto, effective as of the Closing.
(e) At The Parties hereby agree that all actions and transactions that are required to take place at the ClosingClosing pursuant to this Section 1.04 shall take place simultaneously and shall be regarded as one interconnected transaction. As a consequence, Buyer and Seller shall also close on at the transactions specified option of the Party having an interest in the Subscription Agreementperformance of any specific action or transaction, no action or transaction above shall be deemed to have taken place, if and until all other actions and transactions representing the Closing shall have taken place as provided for by this Section 1.04.
Appears in 1 contract
Samples: Transaction Agreement (Viatris Inc)
Transactions to be Effected at the Closing. (a) Seller The Purchaser shall be entitled deliver 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.Seller:
(bi) At at the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer the Purchaser at or prior to the Closing pursuant to Section 9 of this Agreement;
(ii) after the ROFR Closing Date, and such number of shares of the Acquisition Stock as are not purchased by the ROFR Stockholders, if any; and
(iii) after the Estimated ROFR Closing Cash AmountDate, to be paid $4.30 per share of Acquisition Stock as is purchased by wire transfer of the ROFR Stockholders, if any, in cash or other immediately available funds to an account designated in writing by Sellerfunds.
(cb) 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) the Purchaser:
(i) stock certificates for evidencing 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 SharesStock, free and clear of all LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) the Transaction Documents and (v) all other agreements, documents, instruments or certificates required to be delivered by the Seller and/or the Company at or prior to the Closing pursuant to Section 8 of this Agreement.
(ec) At On or promptly after the Closing, Buyer the Purchaser shall deliver to the ROFR Stockholders, a notice regarding their rights to purchase shares of the Acquisition Stock. Pursuant to such notice, the ROFR Stockholders shall have 15 days to elect to purchase Acquisition Stock and, if some but not all of the ROFR Stockholders elect to purchase shares of Acquisition Stock, those electing shall have an additional 10-day period to elect to purchase any remaining shares of Acquisitions Stock. For purposes of this Agreement, the “ROFR Closing Date” shall mean the later to occur of (i) the date upon which such notice periods shall have expired and Seller none of the ROFR Stockholders shall also close on have exercised their rights to purchase Acquisition Stock and (ii) the transactions specified in date upon which the Subscription AgreementPurchaser shall have received the full purchase price for all shares of Acquisition Stock which ROFR Stockholders shall have exercised their rights of first refusal.
Appears in 1 contract
Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp)
Transactions to be Effected at the Closing. (a) Seller At the Closing, Buyer shall be entitled to receive immediately 8,785,819 pay in cash an aggregate amount equal to: (i) $10,350,000 minus the amount of the Purchase Price Shares Free Cash Estimate (if it is a negative amount) (the “Closing Payment”) by wire transfer to one or more accounts of such Sellers, as designated in writing by each Seller to Buyer no later than three Business Days prior to the Closing Date, (ii) the amount of the Free Cash Estimate (if it is a positive amount) by wire transfer to one or more accounts of such Sellers, as designated in writing by each Seller to Buyer and (iii) $1,050,000 (the “Initial Purchase Price SharesEscrow Deposit”); the remaining 1,500,000 of the Purchase Price Shares ) to XX Xxxxxx Chase, N.A. as escrow agent (the “Escrow Purchase Price SharesAgent”) pursuant to the Escrow Agreement (the Initial Escrow Deposit, together with any additional funds that may be placed into the escrow account from time to time, shall be the “Escrow Funds”), which Escrow Funds shall be deposited in escrow pursuant to Section 2.3(d) and shall be held and disposed of released in accordance with the terms and conditions of the Escrow Agreement.
(b) At the Closing, Sellers’ Representative and Buyer shall enter into the Escrow Agreement with the Escrow Agent under which the Escrow Agent shall hold the Escrow Funds (i) pending evaluating the Actual Net Revenue Amount of the Domain Name Portfolio as set forth in Section 2.3(c) below and (ii) as a source of recovery for any indemnification claims against Sellers under Article VIII.
(c) The Escrow Agreement will provide for payment of the Escrow Funds to the Sellers at the end of the Escrow Period upon joint written instructions of Buyer and Sellers’ Representative, net of any reductions for pending or resolved indemnification claims against Sellers under Article VIII, to be adjusted as follows: for each dollar that the Actual Net Revenue Amount is less than the Target Net Revenue Amount, the Escrow Agent will, upon joint written direction from Buyer and Sellers’ Representative, holdback $75 from the Escrow Funds, which holdback amount will be released to Buyer. Notwithstanding the foregoing, in no event shall Sellers be liable or responsible to pay Buyer an amount in excess of $1,050,000 as a result of the foregoing calculation. The parties hereto acknowledge and agree that the Sellers do not make any representation, warranty, indemnity or guarantee of attaining any particular level of Actual Net Revenue Amount.
(d) At the Closing, Sellers shall deliver to Buyer (i) certificates for the Shares duly endorsed or accompanied by stock powers duly endorsed in blank, (ii) all other documents and instruments reasonably necessary to vest in Buyer all of Sellers’ right, title and interest in and to the Shares, free and clear of all Liens, and (iii) all other documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to this Agreement.
(e) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) Sellers 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.
Appears in 1 contract
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 shall:
(i) an original certificate or certificates representing deliver to Sellers: (A) in accordance with the Initial Purchase Price Sharesallocations set forth in Schedule 1 attached hereto, the cash portion of the Closing Date Payment by wire transfer of immediately available funds to accounts designated in writing by Sellers’ Representative to Buyer no later than two Business Days prior to the Closing Date; (iiB) the shares of AgEagle Stock referred to in Section 2.02(a)(ii), in book entry form, to each Seller in the amounts set forth opposite each Seller’s name on Schedule 1 attached hereto; provided that, the Company shall have up to five (5) Business Days following the Closing Date to deliver confirmation of the issuance of such shares of AgEagle Stock; and (C) 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 this AgreementSection 2.03(b);
(ii) pay, and on behalf of the Company or Sellers, the following amounts: (iiiA) Indebtedness of the Estimated Closing Cash Amount, 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; provided, that, the Buyer shall wire transfer $190,504.15 to Silicon Valley Bank representing the outstanding amount of the Paycheck Protection Program Loan previously obtained by the Company (the “PPP Loan”), which amount shall be held in escrow in accordance with Section 2.03(b)(v) below;
(iii) deliver to the Sellers’ Representative a duly executed certificate of the Secretary or an account designated Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in writing full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(iv) deliver to the Sellers’ Representative a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and
(v) deliver to Sellers the Ancillary Documents and all other agreements, documents, instruments or certificates as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by Sellerthis Agreement shall be delivered by Sellers at or prior to the Closing.
(cb) 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 Sellers or Sellers’ Representative shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) :
(i) stock certificates for evidencing 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 LiensEncumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto;
(ii) executed counterparts of all approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules;
(iii) duly executed resignations of the directors and officers of the Company requested by Buyer pursuant to Section 5.01;
(iv) the Estimated Closing Working Capital Statement contemplated in Section 2.04(a)(ii);
(v) a duly executed escrow agreement between Sellers’ Representative and Silicon Valley Bank, the Company’s PPP Loan lender, which escrows for the benefit of the Sellers an amount equal to $190,504.15, representing the outstanding PPP Loan received by the Company, with the amount to be released at such time, and conditional upon, the PPP Loan having been forgiven by the U.S. Small Business Administration (or applicable lender thereof) and no further amounts are due thereunder;
(vi) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized;
(vii) a duly executed certificate pursuant to Treasury Regulations Section 1.1445-2(b) that no Seller is a foreign person within the meaning of Section 1445 of the Code;
(viii) a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Sellers’ Representative certifying that attached thereto are true and complete copies of all resolutions adopted by the boards of directors (or equivalent governing body) of each Seller authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(ix) a duly executed certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Sellers’ Representative certifying the names and signatures of the officers of each Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and
(x) the Ancillary Documents and all other agreements, documents, instruments or certificates required as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement shall be delivered by Seller Sellers at or prior to the Closing pursuant to this AgreementClosing.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
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 Purchaser shall deliver to Seller Sellers (which shall receive such items on behalf of itself or its relevant Affiliates, as applicable):
(i) an original certificate or certificates representing the Initial Preliminary Purchase Price Sharesby wire transfer of immediately available funds to an account of the Sellers’ Representative, for further payment to the other Sellers in accordance with the allocation set forth in Section 2.04(a)(i) of the Disclosure Schedules, designated in writing by Sellers’ Representative to Purchaser no later than two (2) Business Days prior to the Closing Date;
(ii) the amounts contemplated to be paid at the Closing pursuant to the Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Price”), by wire transfer of immediately available funds to an account of the Affiliate of Sellers identified in the Preferred Stock Purchase Agreement, designated in writing by such Affiliate or by Sellers’ Representative to Purchaser no later than two (2) Business Days prior to the Closing Date;
(iii) the Preferred Stock Purchase Agreement substantially in the form of Exhibit B (the “Preferred Stock Purchase Agreement”), duly executed by Purchaser;
(iv) the Preferred Stock Security Agreement substantially in the form of Exhibit C (the “Preferred Stock Security Agreement”), duly executed by Purchaser;
(v) a joinder substantially in the form of Schedule A to the Intellectual Property Rights Agreement (as defined below), duly executed by Purchaser;
(vi) the officer’s certificate required pursuant to Section 6.03(c); and (vii) all other agreements, 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 Purchaser at or prior to the Closing pursuant to this Agreement.
(eb) At the Closing, Buyer Sellers shall deliver to Purchaser:
(i) such documentation as may be reasonably required to evidence the transfer of the AMS Interests to Purchaser;
(ii) share transfer forms, business transfer agreements or other similar documentation, as required or as otherwise reasonably requested by Purchaser and, in each case, as mutually agreed by Sellers and Purchaser, with respect to the transfer of the Foreign Sub Shares of each of AMS Australia, AMS Brazil, AMS Canada and AMS Lux from Foreign Sub Seller shall also close on to Purchaser or certain of its Affiliates and reflecting the transactions specified allocations set forth in Section 2.02 of the Disclosure Schedules;
(iii) the Transition Services Agreement substantially in the Subscription form of Exhibit D (the “AMS Transition Services Agreement.”), duly executed by AMS and Aphrodite Women’s Health, LLC, a Delaware limited liability company (“Aphrodite”);
(iv) the Transition Services Agreement substantially in the form of Exhibit E (the “Reverse Transition Services Agreement”), duly executed by each of AMS and Aphrodite;
(v) the Transition Services Agreement substantially in the form of Exhibit F (the “Seller Transition Services Agreement”), duly executed by each of AMS and Endo Pharmaceuticals Inc., an Affiliate of Sellers;
(vi) the Preferred Stock Purchase Agreement, duly executed by each of Endo Pharmaceuticals Inc., a Delaware corporation, an Affiliate of Sellers and AMS Seller;
(vii) the Preferred Stock Security Agreement, duly executed by each of AMS Seller and Foreign Sub Seller;
(viii) the Intellectual Property Rights Agreement substantially in the form of Exhibit G (the “Intellectual Property Rights Agreement”), duly executed by each of the AMS Seller, AMS and Aphrodite; (ix) the Contract Manufacturing Agreement substantially in the form of Exhibit H (the “Contract Manufacturing Agreement”), duly executed by each of AMS and Aphrodite;
Appears in 1 contract
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, the Buyer shall deliver to Seller will (i) an original certificate or certificates representing pay to each Seller their respective Pro Rata Share of the Initial Purchase Price SharesClosing Date Payment, adjusted in accordance with Section 2.3, by paying such sum to each Seller by transfer of immediately available funds in accordance with instructions provided by the Sellers, (ii) issue to each Seller a Seller Note, in a principal amount equal to their respective Pro Rata Share of the Adjusted Aggregate Principal Amount, (iii) pay, on behalf of the Companies, any unpaid Transaction Expenses as of the Closing, via wire transfer of immediately available funds to the accounts and in the amounts reflected in the Closing Transaction Expenses Certificate to be delivered by the Companies to Buyer within one (1) day prior to the Closing, (iv) pay, on behalf of the Companies, any Indebtedness of the Companies to be paid at the Closing, via wire transfer of immediately available funds to the accounts and in the amounts reflected in the Closing Indebtedness Certificate to be delivered by the Companies to Buyer within one (1) day prior to the Closing, (v) deliver to the Escrow Agent (A) the Escrow Amount for deposit into the Escrow Account, and (B) the Escrow Agreement, duly executed by Buyer; and (vi) deliver or cause to be delivered to the Sellers all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2 of 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.
(cb) At the Closing, Buyer, each 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) will (i) deliver to the Buyer a certificate or certificates for representing the Acquired Shares Securities, if certificated, duly endorsed or accompanied by stock powers powers, duly endorsed in blank (or if the Acquired Shares are not certificatedblank, (ii) a deliver to the Escrow Agent the Escrow Agreement, duly executed instrument of assignment thereof in proper form under by the laws of Luxembourg, Sellers; and (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 deliver or cause to vest in Buyer (or its Subsidiary) all of Seller’s right, title and interest in and be delivered to the Acquired Shares, free and clear of all Liens, and (v) Buyer all other documents, instruments or certificates required to be delivered by Seller the Sellers at or prior to the Closing pursuant to Section 7.1 of this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. 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 Purchaser 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 AgreementSeller, and (iii) Seller shall accept on behalf of itself and the Estimated Closing Cash AmountSelling Affiliates, to be paid payment by wire transfer of immediately available funds to an a bank account designated in writing by Seller.Seller at least two Business Days prior to the Closing Date, in an amount equal to the Initial Closing Date Amount, except as required by applicable Law, in which case Purchaser or an Affiliate of Purchaser shall pay the applicable Selling Affiliate the applicable portion of the Initial Closing Date Amount (as allocated pursuant to Section 5.07(g) or otherwise agreed by the parties) by wire transfer of immediately available funds in local currency, at the then prevailing spot currency exchange rate as published by the Wall Street Journal on the Business Day prior to the Closing Date;
(b) Seller shall deliver (or cause the Selling Affiliates to deliver) to Purchaser any certificates representing any certificated Transferred Equity Interests and customary instruments of transfer and assignment of the Transferred Equity Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by Seller or the applicable Selling Affiliate;
(c) At Seller shall deliver to Purchaser the Closingcertificate required to be delivered pursuant to Section 6.02(d);
(d) Purchaser shall deliver to Seller the certificate required to be delivered pursuant to Section 6.03(c);
(e) Seller shall deliver to Purchaser the Transition Services Agreement, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary substantially in Amsterdam, the Netherlands form attached hereto as Exhibit B (the “Escrow AgentTransition Services Agreement”), duly executed by Seller;
(f) Purchaser shall execute and deliver to Seller the Escrow Agreement Transition Services Agreement, duly executed by Purchaser;
(g) Seller shall deliver to Purchaser the Trademark License Agreement, substantially in substantially the form attached hereto as Exhibit C (the “Escrow Trademark License Agreement”)., duly executed by Seller;
(dh) At Purchaser shall deliver to Seller the ClosingTrademark License Agreement, duly executed by Purchaser; and
(i) Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for Purchaser 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 AgreementSection 5.07(g).
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Appears in 1 contract
Transactions to be Effected at the Closing. (a) Seller At the Closing, the Acquirors shall deliver:
(i) the Cash Consideration to (x) the Administrative Agent under the AS Credit Facility in the amount specified in the payoff letter to be entitled delivered by such Administrative Agent prior to receive the Closing Date to repay certain amounts due under the AS Credit Facility, in cash by wire transfer of immediately 8,785,819 available funds to an account or accounts designated in such payoff letter; (y) certain Affiliates of the Purchase Price Shares Sellers in the amounts specified in a payoff letter to be delivered by the Sellers prior to the Closing Date to repay certain intercompany indebtedness of the Acquired Companies, in cash by wire transfer of immediately available funds to an account or accounts designated in such payoff letter; and (z) to the “Initial Purchase Price Shares”); Sellers (distributed to each Seller on a pro rata basis in accordance with each Seller’s respective ownership of the Company Common Stock as of the Closing Date) the remaining 1,500,000 amount of the Purchase Price Shares Cash Consideration after giving effect to the payments under clauses (x) and (y) above;
(ii) stock certificate(s) evidencing the “Escrow Purchase Price Shares”)Stock Consideration in the names and denominations requested by the Sellers, shall free and clear of all Liens;
(iii) funds to pay the Transaction Expenses, estimated to be deposited in escrow approximately $50 million with the final amount thereof to be agreed to between the Sellers and the Acquirors prior to the Closing, to the payees of the amounts owed thereto; and
(iv) all other agreements, documents, instruments or certificates required to be delivered by the Acquirors at or prior to the Closing pursuant to Section 2.3(d) and shall be held and disposed 8.02 of in accordance with the terms of the Escrow this Agreement.
(b) At the Closing, Buyer each Seller shall deliver to Seller the Acquirors, on behalf of such Seller:
(i) an original certificate or certificates representing the Initial Purchase Price stock certificate(s) evidencing such Seller’s Shares, free and clear of all Liens, other than Permitted Liens, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and
(ii) all other agreements, documents, instruments or certificates required to be delivered by Buyer the Sellers at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amount, to be paid by wire transfer Section 8.03 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.
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Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
