The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date:
(i) the Seller shall deliver to the Purchaser all of the stock certificates evidencing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers or other forms of assignment and transfer;
(ii) the Purchaser shall deliver to the Seller the Estimated Purchase Price (less the Indemnity Escrow Amount and the Seller Holdback Amount) by wire transfer of immediately available funds to the account(s) designated by the Seller (which account(s) shall be designated by the Seller to the Purchaser in writing at least two business days before the Closing Date);
(iii) the Company shall deliver to the Purchaser appropriate payoff letters from the holders of Indebtedness set forth on the Indebtedness Payoff Schedule and shall make arrangements reasonably satisfactory to the Purchaser for such holders of such Indebtedness set forth on the Indebtedness Payoff Schedule to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing;
(iv) the Purchaser shall, in accordance with the payoff letters, repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Indebtedness set forth on the Indebtedness Payoff Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness;
(v) the Purchaser shall deliver the Indemnity Escrow Amount by wire transfer of immediately available funds to the Escrow Agent;
(vi) the Purchaser shall deliver the Seller Holdback Amount by wire transfer of immediately available funds to the Seller; and
(vii) the Purchaser and the Seller shall make such other deliveries as are required by Article II hereof.
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at or prior to the Closing:
(a) the Parent shall cause Buyer to deliver to the Sellers a cash amount by wire transfer of immediately available funds into an account for each Seller designated by the Representatives equal to the Closing Payment Amount payable to each of the Sellers at the Closing for distribution to such Sellers in accordance with Section 2.02;
(b) in accordance with Section 2.03, the Parent shall advance, or cause Buyer to advance, the Option Consideration set forth in the Estimated Closing Statement to the Company, for the benefit of the holders of In-the-Money Options, by wire transfer of immediately available funds to the account designated in writing by the Company, and the Company shall use such funds to pay the Option Consideration in accordance with Section 2.03(a);
(c) the Parent shall retain (on behalf of the Buyer), the Holdback Amount in trust in accordance with Section 2.06(a);
(d) the Parent shall deposit with the Escrow Agent (on behalf of the Buyer), the Escrow Amount, by wire transfer of immediately available funds to the Escrow Account, in accordance with the Escrow Agreement;
(e) the Parent shall advance, or cause Buyer to advance, amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to repay, or cause to be repaid, on behalf of the Group Companies, the Payoff Amount to the applicable holders of such Indebtedness by wire transfer of immediately available funds to the account(s) designated or as otherwise directed by the Representatives and, in connection therewith, prior to the Closing Date, the Representatives will provide, or cause to be provided, to Buyer customary payoff letters from all holders of such Indebtedness (the “Payoff Letters”);
(f) the Parent and the Company shall make such other deliveries as are required by Article X hereof;
(g) the Parent shall advance, or cause Buyer to advance, amounts as one or more loans to the applicable Group Company and, at their direction and on their behalf, use such funds to pay, or cause to be paid, on behalf of the Company, the Company Transaction Expenses by wire transfer of immediately available funds as directed by the Company, as such amounts are set forth in the invoice, pay-off, termination and/or discharge letters delivered to the Parent by the Company setting forth the Company Tran...
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:
(a) the Company and the Merger Sub shall cause the Certificate of Merger to be executed and filed with the Secretary of State of the State of Delaware;
(b) the Purchaser shall deliver to the Paying Agent the Closing Residual Cash Consideration (less the Special Vesting Class B Escrow Amount), as determined in accordance with Sections 1.02 and 1.04, by wire transfer of immediately available funds to one or more accounts designated by the Paying Agent to the Purchaser;
(c) the Purchaser shall deliver to the Representative (on behalf of each Unitholder) the Holdback Amount, by wire transfer of immediately available funds to one or more accounts designated by the Representative to the Purchaser;
(d) the Purchaser shall deposit (i) $5,000,000 (the “Adjustment Escrow Amount”) into an escrow account (the “Adjustment Escrow Account”) established pursuant to the terms and conditions of an escrow agreement, substantially in the form of Exhibit B attached hereto (the “ Escrow Agreement”), by and among the Purchaser, the Representative and Wxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), and (ii) $25,000,000 (the “Indemnity Escrow Amount” and, together with the Adjustment Escrow Amount, the “Escrow Amount”) into an escrow account (the “Indemnity Escrow Account”) established pursuant to the terms and conditions of the Escrow Agreement;
(e) the Purchaser shall deposit the Special Vesting Class B Escrow Amount into an escrow account established pursuant to the terms and conditions of the Escrow Agreement;
(f) the Company shall deliver to the Purchaser payoff letters, which shall be reasonably satisfactory to the Purchaser, from each holder of Indebtedness listed on the Indebtedness Payoff Schedule, and shall make arrangements reasonably satisfactory to the Purchaser for each such holder of Indebtedness to deliver all related Lien releases to the Purchaser as soon as practicable after the Closing;
(g) the Purchaser shall repay, on behalf of the Company and its Subsidiaries, all amounts required to be paid under the payoff letters delivered pursuant to Section 2.02(f) in order to fully discharge the Indebtedness owed to the Persons thereunder, by wire transfer of immediately available funds to the accounts designated in such payoff letters;
(h) the Purchaser, the Company and the Representative (on ...
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the “Closing Transactions”) on the Closing Date:
(a) the Purchaser shall deliver to the Seller the Closing Cash Consideration, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller prior to the Closing;
(b) the Purchaser shall repay, or cause to be repaid, on behalf of the Company and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of all Indebtedness set forth on the Closing Indebtedness Schedule, by wire transfer of immediately available funds to the account(s) designated by the holders of such Indebtedness at least two (2) Business Days prior to the Closing;
(c) the Seller shall deliver to the Purchaser the stock certificate representing all of the Shares, free and clear of all Liens other than applicable federal and state securities law restrictions, which certificate shall be endorsed to the Purchaser or accompanied by a stock power executed in blank;
(d) the Purchaser shall pay, or cause to be paid, on behalf of the Seller and the Company (as applicable), the Transaction Expenses by wire transfer of immediately available funds as directed by the Company at least two (2) Business Days prior to the Closing; and
(e) the Purchaser, the Company and the Seller shall make such other deliveries as are required by Article III.
The Closing Transactions. On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur on the Closing Date in the order set forth in this Section 2.01:
The Closing Transactions. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, on the Closing Date, the following transactions (the “Closing Transactions”) shall occur:
(a) EB Holdco shall assign, transfer, convey and deliver to DOLLC all of the EB Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DOLLC shall assign, transfer, convey and deliver to EB Holdco all of the HSSC Tracking Shares, free and clear of all Liens; and
(b) EchoStar shall assign, transfer, convey and deliver to DNLLC all of the ET Splitco Shares, free and clear of all Liens, and, in exchange for such assignment, transfer, conveyance and delivery, DNLLC shall assign, transfer, convey and deliver to EchoStar all of the EchoStar Tracking Shares, free and clear of all Liens.
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the Parties shall consummate the following transactions at the Closing:
(a) As soon as practicable following the Closing, the Company and Merger Sub shall cause the Certificate of Merger and Statement of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of Colorado, respectively;
(b) in accordance with Section 1.03, Parent shall issue and deliver, or cause to be delivered, to each Securityholder its Allocated Consideration (less the pro rata portion of the Retained Parent Common Shares, subject to any adjustment pursuant to Section 1.03(b));
(c) Parent and the Company shall make such other deliveries as are required by Article VI hereof.
The Closing Transactions. Upon the terms, conditions, and limitations of this Agreement, and for the consideration stated herein, on the Closing Date (i) the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will accept and acquire, all of the Seller’s respective rights, title and interest in the Renewal Rights and the Transferred Assets. All sales, assignments and transfers of the Transferred Assets to the Purchaser hereunder will be evidenced by the Xxxx of Sale and General Assignment Agreement which will be executed and delivered on the Closing Date by the Seller. The Transferred Assets shall not include, or otherwise be deemed to include, any other assets or properties of the Seller, other than those assets of the Seller relating to the Subject Business specifically identified on Exhibit C. On or before the Closing Date, in accordance with Article VII, the Purchaser shall extend offers of employment to all the employees of the Seller in the Employee Group.
The Closing Transactions. Section 2.1 The Amalgamation 19 Section 2.2 Governing Documents 20 Section 2.3 Directors and Officers 20 Section 2.4 Closing Statements 21 Section 3.1 AARK Equity Securities 22 Section 4.1 Organization 23 Section 4.2 Subsidiaries 24 Section 4.3 Due Authorization; Board Approval 24 Section 4.4 No Conflict 25 Section 4.5 Governmental Authorities; Consents 25 Section 4.6 Capitalization 26 Section 4.7 Statutory Registers 28 Section 4.8 Financial Statements; Internal Controls 28 Section 4.9 Undisclosed Liabilities 31 Section 4.10 Litigation and Proceedings 31 Section 4.11 Legal Compliance 32 Section 4.12 Contracts; No Defaults 32 Section 4.13 Company Benefit Plans 34 Section 4.14 Labor Relations; Employees 35 Section 4.15 Taxes 37 Section 4.16 Insurance 40 Section 4.17 Licenses 40 Section 4.18 Equipment and Other Tangible Property 41 Section 4.19 Real Property 00 Xxxxxxx 4.20 Intellectual Property 42 Section 4.21 Privacy and Cybersecurity 43 Section 4.22 Environmental Matters 44 Section 4.23 Absence of Changes 44 Section 4.24 Anti-Corruption Compliance 44 Section 4.25 Anti-Money Laundering, Sanctions and International Trade Compliance 45 Section 4.26 Proxy/ Registration Statement 45 Section 4.27 Customers and Vendors 46 Section 4.28 Government Contracts 46 Section 4.29 Sufficiency of Assets 46 Section 4.30 Investment Company 46 Section 4.31 Investigation 47 Section 4.32 Brokers’ Fees 47 Section 4.33 No Additional Representations or Warranties 47
The Closing Transactions. Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions (the "Closing Transactions") in the following sequence at the Closing:
