Closing of Transactions. 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2
Closing of Transactions. Unless otherwise provided herein, the closing of the transactions contemplated in Article II shall occur by the lodging of each of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents executed or to be executed with Kirkxxxxxxx & Xockxxxx, XXP ("K&L"), 9100 Xxxxxxxx Xxxx., Xxxxx 0X, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 xx be held in escrow for delivery as provided in Section 1.3.
Closing of Transactions. Unless otherwise provided herein, the closing of the transactions contemplated in Article 3 shall occur by the lodging of each of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents executed or to be executed with Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”), 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, to be held in escrow for delivery as provided in Section 2.3.
Closing of Transactions. On and from the date hereof the Seller shall as soon as practicable complete the transactions contemplated hereinbelow based on the reconciliation of the records and the accounts of the Seller pertaining to the Purchased Assets in terms of Section 2.4. From time to time following the Effective Date, the Seller shall execute and deliver, or cause to be executed and delivered to the Purchaser such additional instruments of conveyance and transfer as the Purchaser may reasonably request or as may be otherwise necessary to effectively convey or transfer to, and vest in, the Purchaser and put the Purchaser in possession of and/or control of any part of the Purchased Assets. Closing shall be deemed to occur only upon completion of transactions contemplated hereinbelow, to the satisfaction of the Purchaser. After the Closing, the Purchaser shall own all of the Purchased Assets and that the Seller shall have no right to possess, control or act with respect to any Purchased Assets in any manner whatsoever.
Closing of Transactions. The closing of the transactions contemplated ----------------------- hereby and by the Ancillary Agreements (the "Closing") shall occur on the Transformation Date at the offices of Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, by the execution and delivery of the instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents to be delivered on the Transformation Date pursuant to this Agreement and the Ancillary Agreements.
Closing of Transactions. Unless otherwise provided herein or agreed by the parties, the closing of the transactions contemplated in Article II shall occur upon the exchange and delivery of the items required to be delivered pursuant to Section 2.1 and Section 2.2. The closing shall occur at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx (“WSGR”), 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000.
Closing of Transactions. Except as otherwise provided herein, the closing of the transactions contemplated in Article II (the "Separation Closing") shall occur on the Separation Date (beginning at 10:00 a.m. Cleveland time), at the offices of Eaton at Eaton Center, 1111 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, xx at such other place as Eaton may in its sole discretion determine, by the delivery of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents to be executed pursuant to Article II of this Agreement.
Closing of Transactions. Unless otherwise provided herein, the closing of the transactions contemplated in ARTICLE II shall occur by the lodging of each of the executed instruments of transfer, assumptions of liability, undertakings, agreements, instruments or other documents executed or to be executed with both Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation ("WSGR"), 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, and Xxxx Xxxx Xxxx & Freidenrich LLP ("XXXX XXXX"), 000 Xxxxxxxx Xxxxxx, Palo Alto, California 94301, to be held in escrow for delivery as provided in SECTION 1.3 of this Agreement.
Closing of Transactions. Section 2.1 Time and Place of Closing 13 Section 2.2 The Merger 14 Section 2.3 Effective Time 14 Section 2.4 Effects of the Merger 14 Section 2.5 Governing Documents 14 Section 2.6 Officers and Directors 14 Section 2.7 Effect on Capital Stock 15 Section 2.8 Exchange of Shares, Certificates and Book Entry Shares 15 Section 2.9 Jazz Stock Based Awards and Equity Plans 17 Section 2.10 Jazz Warrants 18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF AZUR Section 3.1 Due Incorporation; Capitalization 18 Section 3.2 Due Authorization 19 Section 3.3 Consents and Approvals; Governmental Authority Relative to This Agreement; Non-Contravention 20 Section 3.4 Financial Statements; Undisclosed Liabilities 21 Section 3.5 Title to Assets 22 Section 3.6 Intellectual Property 22 Section 3.7 Contracts 24 Section 3.8 Insurance 26 Section 3.9 Employee Benefit Plans 26 Section 3.10 Labor Relations; Compliance 29 Section 3.11 Taxes 31 Section 3.12 Litigation 32 Section 3.13 Regulatory Matters 32 Section 3.14 Environmental Matters 34 Section 3.15 Real Property 35 Section 3.16 Certain Business Relationships With Affiliates 35 Section 3.17 Absence of Certain Changes 35 TABLE OF CONTENTS (CONTINUED) PAGE Section 3.18 Brokers and Finders 35 Section 3.19 Full Disclosure 36 Section 3.20 NO OTHER REPRESENTATIONS OR WARRANTIES 36 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF JAZZ Section 4.1 Due Incorporation 36 Section 4.2 Due Authorization 36 Section 4.3 Consents and Approvals; No Violations 36 Section 4.4 Capitalization; Structure 37 Section 4.5 Litigation; Orders 37 Section 4.6 SEC Reports; Financial Statements 37 Section 4.7 Investigation; Limitation on Warranties 38 Section 4.8 Brokers, Finders 39 Section 4.9 Opinion of Jazz Financial Advisor 39 Section 4.10 Board Approval 39 Section 4.11 Required Stockholder Vote 39 Section 4.12 Antitakeover Statute 39 Section 4.13 Intellectual Property 39 Section 4.14 Regulatory Matters 40 Section 4.15 Trading Policy 41 ARTICLE V COVENANTS OF THE PARTIES Section 5.1 Access to Information; Confidentiality 41 Section 5.2 Filings; Other Actions; Notification 41 Section 5.3 Further Assurances; Reorganization; Satisfaction of Conditions 43 Section 5.4 Conduct of Business 44 Section 5.5 Public Announcements 47 Section 5.6 No Solicitation 47 Section 5.7 Notices of Certain Events 47 Section 5.8 Preparation of SEC Documents 48 Section 5.9 Stockholder Meeting; Board Recommendation 51 Section 5.10 Stock Exchange Listing 51 Section 5.11 Jazz Common Stock 52 S...
Closing of Transactions. All steps related to the transactions set out herein shall take place at the offices of Xxxxx & Company LLP, 0000 Xxxxxxxx Xxxxx, 00000 - 000 Xxxxxx, Xxxxxxxx, Xxxxxxx X0X 0X0. The Parties shall deliver such documents and agreements as are reasonably required to allow the transactions contemplated herein to close.
