Transactions at Closing Sample Clauses
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Transactions at Closing. At the Closing, subject to the terms and conditions hereof:
Transactions at Closing. Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing:
(a) Seller shall deliver, and Parent shall cause Seller to deliver, to Purchaser certificates representing all the Shares, free and clear of all Liens, accompanied by stock powers duly executed in blank or duly executed and sufficient instruments of transfer and bearing or accompanied by all requisite stock transfer tax stamps;
(b) Purchaser shall deliver to Seller duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement and the Administrative Services Agreement;
(c) Except as set forth in Section 7.2 or Section 7.3, Parent and Seller shall deliver or cause to be delivered to Purchaser duly executed counterparts of the Transition Services Agreement, the MLOA Reinsurance Agreement, the MLOA Trust Agreement, the Administrative Services Agreement, the Retrocession Agreement, the Amended Arrangements (duly executed by each party thereto) and all documents, agreements and instruments pursuant to which the Pre-Closing Transactions are effected (duly executed by each party thereto);
(d) Except as set forth in Section 7.2, Section 7.3, Section 8.2 or Section 8.3, Parent, Seller and Purchaser shall, or shall cause their respective Affiliates to, execute and deliver such other agreements, instruments or documents as are necessary or appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements; and
(e) Purchaser shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller at least 2 Business Days prior to the Closing Date, an amount of cash equal to the Purchase Price plus (i) the amount, if any, by which Estimated Closing Date Value exceeds Target Closing Date Value or minus (ii) the amount, if any, by which Target Closing Date Value exceeds Estimated Closing Date Value. Purchaser shall pay the Ceding Commission to MLOA as set forth in the MLOA Reinsurance Agreement, subject to adjustment as set forth therein.
Transactions at Closing. At the Closing, each of the following transactions shall occur:
Transactions at Closing. At the Closing, the following transactions shall take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) SHC shall deliver the following documents and take the following actions:
(i) Validly executed stock certificate corresponding to the SHC Exchange Shares issued in the name of the Seller;
(ii) Instructions directing its transfer agent to register the allotment of the SHC Exchange Shares to the Seller;
(iii) True copies of all consents and waivers obtained by SHC, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Nevada, dated at or about the Closing Date, to the effect that SHC is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of SHC, as certified by the Secretary of State of the State of Nevada at or about the Closing Date;
(vi) Secretary's certificate duly executed by SHC's secretary attaching and attesting to the accuracy of: (a) the bylaws of SHC, (b) the resolutions of SHC's board of directors hereto issuing and allotting the SHC Exchange Shares and approving the transactions contemplated hereby, including the Exchange, appointing the designees of YIL as directors of SHC, and (c) an incumbency certificate signed by all of the executive officers of SHC dated at or about the Closing Date;
(vii) An officer's certificate duly executed by SHC's chief executive officer to the effect that the conditions set forth in Section 7.1(a) below have been satisfied, dated as of the date of the Closing;
(viii) All corporate books and records of SHC; and
(ix) Such other documents and instruments as YIL may reasonably request.
(b) YIL shall deliver or cause to be delivered the following documents and/or shall take the following actions:
(i) YIL shall deliver to SHC share certificates in the name of SHC in respect of all YIL Shares and shall register YIL Shares in the name of SHC in the shareholders register of YIL;
(ii) Certified copy of the Certificate of Incorporation of YIL, as amended to date certified by the Secretary of State of Hong Kong at or about the Closing Date;
(iii) Secretary's certificate duly executed by YIL's secretary attaching and attesting to the accuracy of: (a) the bylaws of YIL, (b) the resolutions of YIL's board of directors, approving the transactions contemplated ...
Transactions at Closing. (a) At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
(i) such deeds, bills of sale, general conveyances, certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer or its nominee(s) good record (where applicable) and marketable title to all of the Acquired Assets, in each case free and clear of all Liens except for Permitted Liens; these transfer instruments will include (a) one or more Bills of Sale in the form of Exhibit C, and (b) Assignment of Trademarks, Assignment of Patents and Patent Applications, and Assignment of Copyrights in the forms set forth as Exhibit D;
(ii) certificates (if any) representing the Subsidiary Shares, duly endorsed to Buyer;
(iii) the closing certificates referred to in Article 9;
(iv) employment agreements in form and substance satisfactory to the Buyer, duly executed by each Person listed on Schedule 4.2(a)(iv) (collectively, the “Employment Agreements”);
(v) the Legal Opinion;
(vi) the Fairness Opinion;
(vii) the Escrow Agreement, duly executed by the Sellers;
(viii) that certain Side Letter dated as of the date herewith between the Buyer and Astris, duly executed by Astris;
(ix) copies of each acknowledgment and agreement, in the form attached hereto as Exhibit E, duly executed by Acme Global Inc., Cornell Capital Partners, LP and Ardour Capital (the “Waivers”); and
(x) an assignment and assumption agreement, a form of which is attached hereto as Exhibit F (the “Assumption Agreement”), duly executed by each Seller.
(b) At the Closing the Buyer shall deliver or cause to be delivered to the Sellers:
(i) the Assumption Agreement, duly executed by the Buyer;
(ii) the Cash Purchase Price, less the amount due to Jiri Nor to satisfy in full any outstanding debt owed by either Seller or the Seller Subsidiary to him (“Nor Repayment”), by wire transfer of immediately available funds to an account that has been designated in writing for such purpose by Astris (with Astris making such designation at least 48 hours prior to the Closing);
(iii) the Debentures and the Note, each marked canceled;
(iv) the Escrow Agreement, duly executed by the Buyer; and
(v) the closing certificates referred to in Article 10.
(c) At the Closing, the Buyer shall deliver or cause to be delivered the Legal Funds by wire transfer to the Escrow Agent pursuant to the terms of the Escrow Agreement.
(d) A...
Transactions at Closing. At the Closing, the following transactions and actions shall be taken, and all such transactions and actions shall be deemed to take place simultaneously, and no transaction or action shall be deemed to have been completed or taken and no document or instrument shall be deemed delivered, until all such transactions and actions have been completed and taken and all required documents and instruments delivered.
(a) the Investor shall transfer the Purchase Price to the Company by wire transfer of immediately available funds to the Company’s bank account the details of which are set forth in Exhibit B attached hereto;
(b) the Investor shall deliver to the Company an undertaking to the OCS, with respect to the observance by the Investor, as a shareholder of the Company, of the requirements of the Israeli Encouragement of Research and Development in Industry Law, 5744 – 1984 (the “R&D Law”);
(c) the Investor shall deliver a certificate, signed by the Chief Executive Officer or the Chief Financial Officer of the Investor, certifying that the conditions specified in Sections 6.2(a) and 6.2(b) have been fulfilled as of the Closing, it being understood that the Company may rely on such certificate as though it were a representation and warranty of the Investor made herein;
(d) the Investor shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Investor, attaching (i) the organizational documents of the Investor, and (ii) resolutions passed by its board of directors, board of managers or other governing organ of the Investor to authorize the transactions contemplated hereby and by the other Transaction Documents, and certifying that such documents are true and complete copies of the originals and that such resolutions have not been amended or superseded, it being understood that the Company may rely on such certificate as a representation and warranty of the Investor made herein;
(e) the Company shall deliver a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in Sections 6.1(a) through 6.1(c) have been fulfilled as of the Closing, it being understood that the Investor may rely on such certificate as though it were a representation and warranty of the Company made herein;
(f) the Company shall deliver a certificate, signed by the Secretary or an Assistant Secretary of the Company, attaching (i) the memorandum of association and articles of association ...
Transactions at Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
4.2.1 The Seller shall sell, transfer, convey, assign and deliver the Assets to the Purchaser, including a master copy of each of the Product Lines (in both source code and object code form) and third party software used in connection therewith.
4.2.2 The Purchaser shall cause the transfer of the Cash Payment by wire transfer to an account designated by Seller, or by banker's check or such other form of payment as is mutually agreed.
4.2.3 The Purchaser shall deliver to Insci an unexecuted form of resolutions of the Purchaser's Board of Directors issuing the Shares to Insci, attached hereto as Exhibit C, together with an unexecuted form of notice of issuance of the Shares to the Israel Registrar of Companies, attached hereto as Exhibit C1, the registration of the Shares in the name of Insci in the share transfer register of the Purchaser
4.2.4 The Purchaser and Insci shall execute the Pledges, in the forms attached hereto as Exhibits D1 and D2.
4.2.5 The Purchaser and Insci shall execute the Share Repurchase Agreement , in the form attached hereto as Exhibit E.
4.2.6 The Seller, Lognet and Insci shall deliver to the purchaser duly executed copies of the Letter of Undertaking regarding Non-Competition and Non-Solicitation of Employees in the form attached hereto as Exhibits G.
Transactions at Closing. At the Closing: -----------------------
(a) The Seller shall duly execute and deliver to the Buyer Sub or the Buyer, as applicable, or their nominee or nominees such deeds, bills of sale, certificates of title and other instruments of assignment or transfer with respect to the SEG Acquired Assets as the Buyer or the Buyer Sub may reasonably request and as may be necessary to vest in the Buyer or the Buyer Sub or their nominee(s) good record and marketable title to all of the SEG Acquired Assets, in each case subject to no Encumbrance (as defined in Section 5.7) except for Permitted Encumbrances (as defined in Section 5.7); these transfer instruments will include one or more Bills of Sale in the form of EXHIBIT A-1 hereto (the "BILL ▇▇ SALE"). In addition, at the Closing the Seller and the Buyer shall enter into the short-term lease for the Owned Real Property in the form of EXHIBIT A-2 hereto (the "INTERIM LEASE"). As soon as the Seller and the Buyer Sub have completed a subdivision with respect to the Owned Real Property and taken all other steps required prior to conveyancing, the Seller shall convey the Owned Real Property to the Buyer Sub pursuant to a deed in the form of EXHIBIT A-3 hereto.
(b) In order to transfer to the Buyer the Westinghouse Patents, Westinghouse and the Buyer will enter into Patent Assignments in the forms of EXHIBITS B-1 AND B-2 hereto (the "PATENT ASSIGNMENTS"); and in order to license to the Seller and Westinghouse the SEG Retained IP and Westinghouse Retained IP, the Seller, Westinghouse and the Buyer will enter into the Intellectual Property License Agreement in the form of EXHIBIT C hereto (the "LICENSE AGREEMENT").
(c) In order to transfer to the Buyer the registered and unregistered trademarks of the Seller listed in SCHEDULE 1.1
Transactions at Closing. At the Closing,
(a) The Company shall deliver to each Seller or such Seller's representative:
(i) A duly executed Compliance Certificate, substantially in the form of Exhibit C hereto;
(ii) A duly executed Certificate of Designation, stamped to show that it has been filed with the Secretary of State of the State of Delaware;
(iii) Certificates registered in the names of the Seller representing the number of Rally's Shares to be issued to such Seller pursuant to Section 1.2 hereof;
(iv) A copy of the Notification of Listing of Additional Shares to be delivered to the NASDAQ National Market with respect to the Rally's Shares; and
(v) Such other documents and instruments as the Sellers and their counsel may reasonably request relating to the consummation of this Agreement.
(b) Each Seller shall deliver to the Company:
(i) A duly executed Compliance Certificate, substantially in the form of Exhibit D hereto;
(ii) Certificate(s) representing the Checkers Shares being delivered by such Seller pursuant to Section 1.1 hereof, duly endorsed for transfer or together with a stock power duly executed in blank, together with any opinions of counsel required by the transfer agent for the Checkers Common Stock in connection with the transfer of the Checkers Shares to the Company; and
(iii) Such other documents and instruments as the Company may reasonably request relating to the consummation of this Agreement.
(c) The conditions set forth in Articles 5 and 6 hereof shall have been satisfied or waived as provided therein.
Transactions at Closing. At the Closing:
(a) The Seller shall duly execute and deliver to the Buyer or its nominee or nominees such deeds, certificates of title or other instruments of assignment and transfer with respect to the Acquired Assets as the Buyer may reasonably request and as may be necessary to vest in the Buyer good and marketable title to all of the Acquired Assets, in each case subject to no Encumbrance (as defined in Section 4.9).
(b) Without limitation to the requirements of Section 3.2(a) above, Seller shall deliver to Buyer a Release, in a form acceptable to Buyer’s counsel and substantially similar to that set forth in Exhibit C hereto, from Fleet Capital Corporation and the Lenders (as defined in the Fleet Loan, as hereinafter defined in this paragraph), releasing the Acquired Assets from any and all security interests, liens, claims, charges, options, mortgages, debts, title retention agreements, or other encumbrances of any kind under the Third Amended and Restated Credit and Security Agreement, dated as of July 23, 2002, and any amendments or restatements thereof (the “Fleet Loan”). In addition, Seller shall deliver any and all documents reasonably requested by Buyer, executed by Fleet Capital Corporation and the Lenders, necessary to release any U.C.C. Financing Statements or other filings related to such security interests in the Acquired Assets.
(c) The Buyer shall duly execute and deliver to the Seller such instruments of assumption and other documents with respect to the Assumed Liabilities as the Seller may reasonably request.
(d) The Seller shall deliver or cause to be delivered to the Buyer all of the Seller’s leases, contracts and agreements included in the Acquired Assets, with such assignments thereof and consents to assignments as are necessary to assure the Buyer of the full benefit of the same, and all of the Seller’s business records, books and other data relating to the Acquired Assets (originals or copies, as the parties reasonably agree). The Seller shall take all requisite steps to put the Buyer in actual possession and operating control of the Acquired Assets.
(f) The Buyer shall deliver the Escrowed Amount to the Escrow Agent and, the Purchase Price (other than the Escrowed Amount) to the Seller or to such other person as Seller may designate.