Actions at the Closing Sample Clauses
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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:
(i) Seller shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Buyer the various certificates, instruments and documents required to be delivered under Section 5.1;
(ii) Buyer shall duly execute and/or deliver (or cause to be duly executed and/or delivered) to Seller the various certificates, instruments and documents required to be delivered under Section 5.2;
(iii) the Parties shall duly execute and deliver to each other a ▇▇▇▇ of Sale and Assumption Agreement in the form attached hereto as Exhibit A;
(iv) Seller shall duly execute and deliver to Buyer a Copyright Assignment in the form attached hereto as Exhibit B;
(v) Seller shall duly execute and deliver to Buyer a Trademark Assignment in the form attached hereto as Exhibit C;
(vi) the Parties shall duly execute and deliver a Transition Services Agreement in substantially the form attached hereto as Exhibit D;
(vii) Seller shall duly execute and deliver to Buyer a Warranty Deed with respect to the Owned Facility in the form attached hereto as Exhibit E, together with a duly executed Sales Disclosure Form and any other forms and instruments as may be required by Indiana law in connection with the transfer of the Owned Facility to Buyer;
(viii) the Parties shall duly execute and deliver a Limited Liability Company Interest Assignment Agreement in the form attached hereto as Exhibit F;
(ix) Seller shall deliver to Buyer written resignations, effective as of the Closing, of each of the managers and officers of IP LLC;
(x) Seller shall duly execute and deliver to Buyer a properly completed IRS Form W-9;
(xi) Seller shall deliver (or cause to be delivered) to Buyer a certificate of good standing of IP LLC issued by the Delaware Secretary of State;
(xii) Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer that all Liens on the Acquired Assets securing indebtedness for borrowed money, Liens on material registered intellectual property included in the Acquired Assets and those Liens listed on Schedule 1.3(b)(xii), have been (or will be) released effective as of the Closing;
(xiii) Buyer shall pay to Seller the Purchase Price in cash by wire transfer of immediately available funds to one or more accounts designated by Seller; and
(xiv) the Parties shall duly execute and deliver to each other a cross-receipt evidencing the transactions referred to above.
Actions at the Closing. Simultaneously with the execution of this Agreement or as with regard to the transfer of securities as soon thereafter as is practicable:
(a) The Seller shall deliver to the Company (i) a copy of a certificate of good standing (or similar documents applicable for such jurisdictions) for the Seller, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Seller's jurisdiction of organization; and (ii) a certificate from the Seller’s secretary or director certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Seller’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors and the Shareholders authorizing the execution, delivery and performance of this Agreement and each document to which they are a party or bound, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, and (z) the incumbency of directors authorized to execute this Agreement or any other document to which the Seller is or is required to be a party or otherwise bound.
(b) The Company shall deliver to the Seller (i) a copy of a certificate of good standing for the Company, certified as of a date no later than five (5) Business Days prior to the date hereof from the proper Governmental Authority of the Company’s jurisdiction of organization; and (ii) a certificate from the Company’s secretary or authorized officer certifying as to the validity and effectiveness of, and confirming delivery of, (x) copies of the Company’s Organizational Documents as in effect as of the date hereof, (y) copies of the resolutions of its board of directors authorizing the execution, delivery and performance of this Agreement and each document to which it is a party or bound, respectively, and the consummation of the Exchange, the Series A Preferred Exchange and each of the transactions contemplated hereby, including the appointment of the individuals nominated by the Seller as the directors and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ as the Chief Executive Office of the Company with immediate effect at Closing, and (z) the incumbency of officers or directors authorized to execute this Agreement or any other document to which the Company is or is required to be a party or otherwise bound.
(c) Each of the Shareholders shall deliver to the Company the certificate(s) representing their Seller Securities ...
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents referred to in Section 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.3;
(c) the Surviving Corporation shall file the Articles of Merger with the Secretary of State of the State of Nevada;
(d) each of the stockholders of record of the Company immediately prior to the Effective Time (collectively, the “Company Stockholders”) shall, deliver to the Parent the certificate(s) representing his, her or its Company Shares;
(e) the Parent shall have caused to be delivered, as soon as practicable, the Merger Shares (as defined in Section 1.6(a)) to each Company Stockholder in accordance with Section 1.6 who has delivered at Closing the certificates representing his, her or its Company Shares;
(f) the Parent shall deliver to the Company (i) evidence that the Parent’s board of directors is authorized to consist of three individuals, (ii) the resignations of all individuals who served as directors and/or officers of the Parent immediately prior to the Closing Date, which resignations shall be effective as of the Effective Time, (iii) evidence of the appointment of three directors to serve immediately following the Effective Time, all of whom shall have been designated by the Company, and (v) evidence of the appointment of such executive officers of the Parent to serve immediately upon the Effective Time as shall have been designated by the Company;
(g) the closing on at least the Minimum Offering Amount under the Private Placement Offering shall be completed and the proceeds therefrom distributed in accordance with the terms of the Private Placement Offering.
Actions at the Closing. At the Closing:
(a) the Company shall deliver to the Buyer the various certificates, instruments and documents referred to in paragraphs (e) through (o) of Section 6.1 below;
(b) the Buyer shall deliver to the Company the various certificates, instruments and documents referred to in paragraphs (c) through (f) of Section 6.2 below;
(c) the Buyer shall be entered into the share register of the Company as the owner of the Company Shares sold by the Company Stockholders pursuant to this Agreement;
(d) the Buyer shall deliver to the Stockholders' Representative, for distribution to the Company Stockholders, certificates representing the Initial Shares (as defined below) in accordance with Section 1.5 below; and
(e) the Buyer, each of the Company Stockholders and the Escrow Agent (as defined therein) shall execute and deliver an Escrow Agreement in substantially the form 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 1.7 below.
Actions at the Closing. At the Closing, Seller and Seller Sub shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Immediate Consideration to Seller and deliver the Escrow Consideration to the Depository Agent, and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:
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 5.1;
(b) the Buyer and the Transitory Subsidiary shall deliver to the Company the various certificates, instruments and documents referred to in Section 5.2;
(c) the Surviving Corporation shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) the Buyer or the Surviving Co the Exchange Agent to establish a reserve account for the distribution of certificates representing the Initial Merger Shares to the Company Stockholders in accordance with Sections 1.5(d) and 1.8(a);
(e) the Buyer or the Surviving Corporation shall deliver instructions to the Exchange Agent to distribute certificates representing the Initial Merger Shares to the Management Participants in accordance with Sections 1.6(b) and 1.9; and
(f) the Buyer, the Representative and the Escrow Agent shall execute and deliver the Indemnification Escrow Agreement, and the Buyer shall deliver to the Escrow Agent certificates for the Indemnification Escrow Shares being placed in escrow on the Closing Date pursuant to Section 1.13.
Actions at the Closing. At the Closing, Seller shall deliver the Purchased Assets to Buyer, Buyer shall deliver the Cash Portion and the Certificate to Seller and Buyer and Seller shall take such actions and execute and deliver such agreements, bills of sale, and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:
(a) Seller shall deliver to Buyer a General ▇▇▇▇ of Sale substantially in the form of Exhibit F hereto and the Assignment and Assumption Agreement;
(b) Buyer shall deliver the Cash Portion to Seller in accordance with the provisions of Section 1.5(a);
(c) Buyer shall deliver the Certificate to Seller in accordance with the provisions of Section 1.5(c) and the other documents deliverable at the Closing pursuant to the Stock Purchase Agreement;
(d) Buyer and Seller shall execute and deliver to each other counterparts of the Assignment and Assumption Agreement and each Ancillary Agreement;
(e) At the Closing, Seller shall deliver to Buyer the closing certificate described in Section 7.2 of this Agreement;
(f) At the Closing, Buyer shall deliver to Seller the closing certificate described in Section 8.2 of this Agreement; and
(g) Seller shall deliver all software included within the Purchased Assets electronically and not in tangible form.
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 Buyer, on behalf of the Parties, shall file with the Secretary of State of the State of Delaware the Certificate of Merger;
(d) each stockholder of record of the Company immediately prior to the Effective Time (the "Company Stockholders"), other than holders of Dissenting Shares (as defined in Section 1.6(a) below) shall deliver to the Buyer for cancellation the certificate(s) representing his, her or its Company Shares (as defined in Section 1.5(a) below);
(e) the Buyer shall (i) pay (by check or wire transfer) the Initial Cash Payment (as defined below) and (ii) deliver certificates for the Initial Shares (as defined below) to each Company Stockholder in accordance with Section 1.5; and
(f) the Buyer, Marc ▇▇▇▇▇ ▇▇▇ Jeff ▇▇▇▇▇ (▇▇e "Indemnification Representatives") and United States Trust Company (the "Escrow Agent") shall execute and deliver the Escrow Agreement attached hereto as EXHIBIT A (the "Escrow Agreement") and the Buyer shall deliver to the Escrow Agent (i) the Escrow Cash (as defined below) and (ii) 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:
(a) the Company shall deliver to the Parent and the Acquisition Subsidiary the various certificates, instruments and documents to be delivered by the Company pursuant to Sections 5.1 and 5.2;
(b) the Parent and the Acquisition Subsidiary shall deliver to the Company the various certificates, instruments and documents to be delivered by the Parent and/or Acquisition Subsidiary pursuant to Sections 5.1 and 5.3; and
(c) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL.