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, which transactions shall be deemed as having taken 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) VOS shall deliver to IdeaEdge, as agent for Sellers the following documents:
(i) Validly executed stock certificates corresponding to the Common Stock issued in the name of the Sellers in the amounts set forth in Schedule I and Schedule II;
(ii) Instructions directing its transfer agent to issue the Common Stock to the Sellers;
(iii) True copies of all consents and waivers obtained by VOS, in accordance with the provisions of Section 7.1 below;
(iv) Certificate of good standing from the Secretary of State of the State of Colorado, dated at or about the Closing Date, to the effect that VOS is in good standing under the laws of said state;
(v) Certified copy of the Certificate of Incorporation of VOS, as certified by the Secretary of State of the State of Colorado at or about the Closing Date;
(vi) Secretary's certificate duly executed by VOS' secretary attaching and attesting to the accuracy of: (A) the bylaws of VOS, (B) the resolutions of VOS' board of directors hereto a. issuing and allotting the Common Stock to the Sellers subject to the provisions hereof, and approving the transactions contemplated hereby, including the Exchange, a reverse stock split, a name change, the conversion of any VOS debt prior to the closing, the sale of VOS Systems, Inc., adoption of a stock option plan, the adoption of new articles and bylaws, and the election of new directors; and appointing the designees of IdeaEdge as directors and executive officers of VOS, (C) the resolutions of the shareholders of VOS approving the actions approving the transactions described in (B), and (D) an incumbency certificate signed by all of the executive officers of VOS dated at or about the Closing Date;
(vii) An officer's certificate duly executed by VOS' 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) Letters of resignation from current officers and directors of VOS to be effective on the Closing Date;
(ix) Releases, substantially in the form attached hereto as Exhibit A hereto from each of the officers and directors of VOS;
(x) All corporate books and records of VOS;
(xi) VOS Sha...
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:
(1) The Company and the Sellers shall deliver to the Purchaser the following agreements and documents:
(i) the Escrow Agreement executed by the Shareholders Representative and the Escrow Agent;
(ii) a certificate, in the form attached hereto as Exhibit E, executed on behalf of the Company by its chief executive officer, certifying (i) that the conditions set forth in Section 8.01 and Section 8.02 have been duly satisfied; and (ii) the resolutions of the board of directors and the shareholders of the Company approving this Agreement and the Transactions;
(iii) a legal opinion of Pearl, Cohen, Zedek, Latzer, Baratz, counsel to the Company and to the Sellers other than Acorn and of Eillenberg & K▇▇▇▇▇ counsel of Acorn, in the form attached hereto as Exhibit F and F-1, respectively;
(iv) share transfer deeds for the Purchased Shares in the form attached hereto as Exhibit G, duly executed by each Seller in favor of the Purchaser (or as it shall otherwise direct in writing) accompanied by their respective share certificates or affidavit in the form attached hereto as Exhibit G-1 evidencing that such certificate was lost or never issued;
(v) executed resolutions of the shareholders of the Company in the form attached hereto as Exhibit H (i) approving this Agreement and the Transaction Documents, and the consummation of the Transactions, and (ii) amending the current articles of association of the Company, including all amendments thereto (the “Current Articles”) by replacing them in their entirety with the amended and restated articles of association of the Company, attached hereto as Exhibit H-1 (the “Amended Articles”), and approving the appointment as directors of the Company of such person or persons to be identified by the Purchaser, such number of persons shall not be more than three (3);
(vi) executed resolutions of the board of directors of the Company in the form attached hereto as Exhibit I approving this Agreement and the Transaction Documents, and the consummation of the Transactions, the registration of the Share Transfer Deeds, the appointment as directors of the Company such person or persons to be identified by the Purchaser, the acceptance of the resignations...
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 or before the Closing, each of the following shall occur:
(a) Seller shall deliver the Assignment;
(b) Seller shall duly execute and deliver to Buyer the ▇▇▇▇ of Sale and such other certificates of title and other instruments of assignment or transfer with respect to the Acquired Assets, all in such form as is reasonably acceptable to Buyer's counsel, as Buyer may reasonably request and as may be necessary to vest in Buyer all of Seller's right, title and interest in and to the Acquired Assets free and clear of all Liens;
(c) Buyer shall deliver to Seller the shares of Common Stock representing the first installment of the Purchase Price as provided in Section 3.2 hereof;
(d) Buyer and Seller shall allocate all expenses under real estate and equipment leases, to the extent such leases constitute Assumed Contracts, such that Seller shall be responsible for all rental thereunder through the date of closing, and Buyer shall be responsible for all rental thereunder thereafter. Buyer or Seller, as the case may be, shall make an appropriate payment to the other such party at the Closing to implement such allocation; and (e) Buyer and Seller shall duly execute or deliver such certificates and documents (including officer's and secretary's certificates and certificates of good standing) and third party consents as may be required to effectuate the transactions contemplated by this Agreement or as may be reasonably requested by Buyer or Seller, as the case may be.
Transactions at Closing. At the Closing, and on the basis of the representations, warranties, covenants and agreements made herein and in the exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof:
(a) Seller Parent shall (or shall cause Imo UK, Imo Canada or Imo Germany to) deliver to the appropriate Buyer (i) such appropriately executed deeds (in recordable form), bills of sale, assignments and other instruments of transfer relating to the Purchased Assets in form and substance reasonably satisfactory to Buyer Parent and its counsel and (ii) such other documents as Buyer Parent or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
(b) Buyer Parent shall, as agent for the Buyers, deliver to Seller Parent, for itself and as agent for the other Sellers, (i) payment in accordance with the allocation of the Purchase Price among the various Buyers and the various Sellers as set forth on Schedule 4.2(b), by wire transfer to a bank account or accounts designated in writing by Sellers (such designation to be made at least two business days prior to the Closing Date), immediately available funds in an amount equal to the Purchase Price; (ii) such appropriately executed assumption agreements and other instruments of assumption providing for the assumption of the Assumed Liabilities in form and substance reasonably satisfactory to Seller Parent and its counsel and (iii) such other documents as Seller Parent and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;
(c) Seller Parent shall (or shall cause Imo UK, Imo Canada or Imo Germany to) furnish to the appropriate Buyer at Buyer Parent's expense (i) such UCC and other Lien searches and (ii) such duly executed UCC-3 Termination or Partial Release Statements and other releases, in each case as Buyer Parent or its counsel shall reasonably request for the Purchased Assets; and
(d) The signing Sellers shall, and Seller Parent shall cause such Sellers to, and the signing Buyers shall, and Buyer Parent shall cause such Buyers to, execute and deliver the Transitional Services Agreement.
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, and on the basis of the representations, warranties, covenants and agreements made herein and in the exhibits hereto and in the certificates and other instruments delivered pursuant hereto, and subject to the terms and conditions hereof: