Actions at the Closing. At the Closing:
Actions at the Closing. At the Closing, the Purchaser and the Company (as applicable) shall take or cause to be taken the following actions (“Closing Actions”):
Actions at the Closing. At the Closing, the following actions shall occur (the “Closing Actions”):
Actions at the Closing. At the Closing, the Seller and the Purchaser shall take such action and execute and deliver such agreements and other documents and instruments as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms and conditions, including, without limitation, the following:
Actions at the Closing. At the Closing, the parties shall take the following actions:
Actions at the Closing. At the Closing: (i) the Company shall deliver to the Buyer and Merger Sub each of the certificates, instruments and documents referred to in Section 5.2; (ii) the Buyer and the Merger Sub shall deliver to the Company each of the certificates and instruments referred to in Section 5.3; (iii) the Buyer shall cause a certificate of merger conforming to the requirements of the DGCL and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware; (iv) the Buyer shall pay (by wire transfer) to the Payment Agent an aggregate amount in cash representing (A) the portion of the Merger Consideration payable at the Closing to the holders of Company Shares (in accordance with Section 1.5), (B) the Warrant Consideration payable at Closing (in accordance with Section 1.8) and (C) the portion of the Merger Consideration payable to satisfy and discharge the IPO Notes, in each case after giving effect to the deposit of (x) the Escrow Amount with the Escrow Agent and (y) the Holder Agent Fund Amount in the Holder Agent Fund; (v) the Buyer shall deliver to the Company’s payroll provider or the Payment Agent (as applicable and in accordance with the Merger Consideration Allocation Spreadsheet) the Option Consideration payable at Closing (in accordance with Section 1.8) after giving effect to the deposit of (a) the Escrow Amount with the Escrow Agent and (b) the Holder Agent Fund Amount in the Holder Agent Fund; (vi) the Buyer or the Payment Agent, on behalf of the Company, shall pay the Company Holder Transaction Costs and any Indebtedness (other than the IPO Notes) of the Company in accordance with a certificate of the chief executive officer of the Company delivered to the Buyer at least two (2) days prior to Closing, certifying as to the Company Holder Transaction Costs and the Indebtedness of the Company (including the IPO Notes) as of the Closing (such certificate shall be deemed a representation and warranty of the Company for purposes of Article VI of this Agreement) and the Merger Consideration Allocation Spreadsheet; (vii) Buyer shall deposit, or shall cause the Payment Agent to deposit, with the Escrow Agent an aggregate of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) representing the Escrow Amount in accordance with Section 1.9; and (viii) Buyer shall deposit, or cause the Payment Agent to deposit, an aggregate of $150,000 representing the Holder Agent F...
Actions at the Closing. The Company and the Board shall take all necessary action to cause, effective as of the Closing:
Actions at the Closing. On each Closing Date, the following actions shall occur (the "Closing Actions"):
Actions at the Closing. At the Closing, (a) the Company shall deliver ---------------------- to the Buyer and the Transitory Subsidiary the various certificates, instruments and documents referred to in Section 5.2, (b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3, (c) the Company and the Transitory Subsidiary shall file the appropriate Merger Documents with the Secretaries of State of the States of Delaware and Illinois, (d) the Buyer shall deliver certificates for the Initial Shares (as defined below) to the Stockholders in accordance with Section 1.6 and (e) the Buyer, the Indemnification --------------- Representatives (as defined therein) and the Escrow Agent (as defined therein) --------------- ------------ shall execute and deliver the Escrow Agreement attached hereto as Exhibit A (the --------- "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent a ---------------- certificate for the Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.9.
Actions at the Closing. At the Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents have been delivered:
