Transfers at Closing. At the Closing, Ricky's Shareholders shall transfer their share certificates in the Ricky's Group Corporations to Syprus and Syprus shall transfer certificates for 19,300,000 Shares of Syprus Common Stock plus 700,000 shares issued from the authorized capital stock of the corporation to Ricky's Shareholders in accordance with Section 1.01 above. At the Closing, Ricky's Shareholders shall deliver to Syprus such other documents as called for herein. Simultaneously at the closing, the Syprus shareholders shall deliver the shares described in Section 1.01 above to Syprus for redemption. Such shares shall thereafter be returned to authorized but unissued status.
Transfers at Closing. At the Closing, WESTERN Shareholders shall transfer their WESTERN Shares to SOOUM and SOOUM shall transfer to the WESTERN Shareholders certificates representing shares of SOOUM in the amounts and types delineated in Schedule 1.01 attached hereto. At the Closing, WESTERN Shareholders shall deliver to SOOUM certificates representing the WESTERN Shares and/or such other documentation evidencing their Ownership Interest in WESTERN, as called for herein.
Transfers at Closing. At the Closing, the Seller shall transfer its share certificates of YIL, GSHS and GYTC to ZZLL and ZZLL shall issue its share certificates for 12,000,000 ZZLL Shares to Seller in accordance with Section 1.01 above. At the Closing, the Seller shall deliver to ZZLL such other documents as called for herein; and at the Closing, ZZLL shall deliver to Seller such other documents as called for herein.
Transfers at Closing. At the Closing, the Seller shall transfer its JGE share certificates to MCA and MCA shall transfer certificates for 19,000,000 MCA Shares to JGE in accordance with Section 1.01 above. At the Closing the Seller shall deliver to MCA such other documents as called for herein; and at the Closing, MCA shall deliver to Seller such other documents as called for herein.
Transfers at Closing. The transfer of the M-Tel Shares from M-Tel to the Buyer and the transfer of the Stripe Shares from Stripe to the Buyer shall occur at the Closing.
Transfers at Closing. 25 11.2. CONSENTS...............................................................25 Asset Purchase Agreement ii 33 ARTICLE XII MISCELLANEOUS
Transfers at Closing. Xxxxxx agrees to deliver to Xxxxx at the Closing:
(a) A Quitclaim Deed conveying to Buyer good and marketable title to the Property, free and clear of all encumbrances.
(b) All other documents and/or property as required by this Agreement to be delivered by Seller to Buyer.
Transfers at Closing. At the Closing (as defined below):
(i) PAC will transfer, convey and deliver to Progressive a 1% membership interest in PharmCo.
(ii) Progressive will transfer, convey and deliver:
(A) To J3L, a 36.75% membership interest in PharmCo;
(B) To PISA, a 4.9% membership interest in PharmCo; and
(C) To MIG, a 7.35% membership interest in PharmCo.
(iii) J3L will transfer, convey and deliver to Progressive a 36.75% membership interest in CareMed;
(iv) PISA will transfer, convey and deliver to Progressive a 4.9% membership interest in CareMed; and
(v) MIG will transfer, convey and deliver to Progressive a 7.35% membership interest in CareMed.
Transfers at Closing. Simultaneous with the execution of this Agreement and as a condition to Seller’s obligation to deliver the Loan File to Buyer, Buyer will:
(a) pay the full Purchase Price to Seller in such manner described in Section 2.2; and
(b) deliver to Seller a release executed by Borrower in the form attached as Exhibit D (the “Release”).
Transfers at Closing. Subject to adjustment as set forth in this Agreement, the consideration for the purchase of the Units and the assumption of the Assumed Liabilities is the Company Assets on the Closing Date, including but not being limited to the following assets transferred from Seller: (i) cash to Cumberland in an amount equal to Twenty Million and 00/100 Dollars ($20,000,00.00) (the “Closing Cash”), plus (ii) existing surety bond cash collateral in the amount of Thirty Million and 00/100 Dollars ($30,000,00.00) relating to the Company Permits (“Surety Bond Cash Collateral”), which is held by Seller’s surety bonding company for the benefit of Seller and the Companies and will be transferred from Seller’s surety bond company to Buyer’s and Companies’ surety bonding company on the Closing Date, as set forth in Section 2.02(f), and which Closing Cash shall be delivered from Seller to Cumberland prior to the Closing Date by wire transfer in readily available funds pursuant to wiring instructions provided to Seller by Buyer (and which Closing Cash shall remain and be in Cumberland’s bank account as of the Closing).
