Transactions at the Closing. The closing of the transactions set forth herein (the "Closing") shall take place at York Gate, 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, within ten business days after the date on which all conditions to the Closing shall have been satisfied and all legally required regulatory approvals (including the approval of the Controller of Restrictive Trade Practices, which approval shall not include any conditions or restrictions (the “Anti-trust Approval”)) shall have been obtained, or thereafter at such other time, date and place as may be agreed by the Parties (the time and date of the Closing being herein referred to as the “Closing Date”). In the event that the Closing does not take place within 90 days of the Effective Date, each Party shall be entitled to terminate this Agreement without giving rise to any right or claim by the other Party hereto, excluding claims for breaches of obligations or representations by any Party hereto prior to such termination; provided, however, that no Party may terminate this Agreement pursuant to this Section 3 if such Party's failure to fulfill any of its obligations under this Agreement shall have been a principal reason that the Closing shall not have occurred within the 90-day period of the date hereof. 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 have been delivered:
(1) Seller shall transfer to the Purchaser the Purchased Shares, free and clear of any and all Encumbrances.
(2) Seller shall deliver to Purchaser duly executed irrevocable instructions from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the respective accounts of the Purchaser, as shall be provided to Seller by Purchaser.
(3) The Purchaser shall transfer to the bank account of the Seller the Purchase Price. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. Any tax due by Seller with respect to the Seller's sale of the Purchased Shares shall be borne exclusively by the Seller and Seller shall indemnify the Purchaser in the event that any taxing authority requires Purchaser to pay the tax liability of Seller with respect t...
Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to occur 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:
Transactions at the Closing. At the Closing, each of the following items shall be delivered:
(a) Seller shall deliver to Purchaser the following:
(i) such bills of sale, motor vehicle titles, warranty deeds, quitclaim deeds, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser and its counsel, as shall be necessary and effective to sell, transfer and assign to and vest in Purchaser all of Seller's right, title, and interests in and to the Acquired Assets, including without limitation, good, marketable (insurable, subject to Permitted Encumbrances, as to the Real Property), and valid title in and to all of the Acquired Assets owned by Seller free and clear of all liens, and good, insurable (as to the Real Property Leases) and valid leasehold interests in and to all of the Acquired Assets leased by Seller as lessee, and all of Seller's rights under all Contracts;
(ii) a certificate of Seller with respect to the matters described in Sections 8.1, 8.2, 8.5, 8.6, 8.12, and 8.18 hereof;
(iii) a certificate of the Secretary or Assistant Secretary of the General Partner of Seller with respect to the matters described in Sections 8.7 and 8.8 hereof;
(iv) the opinion of counsel in substantially the form of EXHIBIT A hereto (the "Seller Opinion");
(v) copies of the consents and waivers described in Section 8.5 hereof;
(vi) satisfactory evidence of the approvals described in Section 8.5 hereof;
(vii) certificates of existence of Seller, as of a date within twenty (20) days prior to the Closing Date, from the State of Georgia and each jurisdiction listed in SCHEDULE 5.1.1 hereto;
(viii) affidavit(s) of title stating that (a) there are no parties in possession of any of the Real Property or Leased Real Property other than Seller (or otherwise specifically setting forth any such other parties' rights and the source and extent of such parties' rights), and (b) Seller has not caused any work to be performed on any of the Real Property or Leased Real Property within one hundred (100) days of the date of such affidavit(s), or if Seller has caused any such work to be performed within one hundred (100) days of such date(s) that all such work has been completed and fully paid for, and such other indemnities, lien waivers and other documentation as Purchaser's title insurance company may reasonably request in order to permit Purchaser's title insurance policy to be issued without exceptions as to matters a...
Transactions at the Closing. At the Closing the following events shall occur, each event under the control of one party hereto being a condition precedent to the events under the control of the other party, and each event being deemed to have occurred simultaneously with the other events.
Transactions at the Closing. At the Closing, the Company shall deliver to Lenders the following documents and certificates (unless otherwise waived in writing by the Lead Lender, in its sole and absolute discretion, which waiver shall be binding on all Lenders):
(a) a true and correct copy of the resolutions of the Board of Directors of the Company (the “Board”) and the shareholders of the Company approving this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto;
(b) to each Lender, a Warrant in the form attached hereto as Exhibit 3.2(b) (each, a “Warrant” and collectively, the “Warrants”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrants;
(c) the execution of a second ranking (subordinated to Discount Capital) floating charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(c) (the “Floating Charge Debenture”);
(d) the execution of a second ranking (subordinated to Discount Capital) fixed and floating charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(d) (the “Accounts Pledge Debenture”);
(e) the execution of a second ranking (subordinated to Discount Capital) fixed charge debenture between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(e) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”);
(f) the execution of a second ranking (subordinated to Discount Capital) US intellectual property security agreement between the Company and the Lead Lender, in the form attached hereto as Exhibit 3.2(f) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(g) each of the Israeli Security Documents duly executed by the Company, together with applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in ea...
Transactions at the Closing. At the Closing, subject to the terms and conditions of this Agreement, each of the Purchasers severally (and not jointly) shall purchase and acquire from the Company, and the Company shall issue and sell to the Purchasers, Senior Convertible Notes and Warrants for an aggregate purchase price of $3,000,000 (the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser a duly executed Senior Convertible Note, in the aggregate principal amount set forth opposite such Purchaser's name on Schedule 2.2 hereto, and a duly executed Warrant to purchase the amount of shares of Next Round Securities as set forth in the Warrant, each registered in the name of such Purchaser or its nominees, with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, against payment by each Purchaser of the portion of the Purchase Price payable in respect thereof as set forth opposite such Purchaser's name on Schedule 2.2 hereto by wire transfer of immediately available funds to an account designated by the Company.
Transactions at the Closing. At the Closing, subject to the terms and conditions of this Agreement, (a) the Company shall issue and sell to Purchaser and Purchaser shall purchase the Shares, the Special Warrants and the Warrants; (b) the Company shall deliver to Purchaser a certificate representing the Shares and certificates representing the Special Warrants and the Warrants, in each case registered in the name of Purchaser against payment of the Purchase Price with respect thereto by wire transfer of immediately available funds to an account or accounts previously designated by the Company; and (c) the Company and Purchaser shall enter into the Registration Rights Agreement. ARTICLE II COVENANTS SECTION 2.01
Transactions at the Closing. The following transactions shall take place at the Closing:
(a) Seller shall enter into (as applicable) (and in the case of certain Leases, Reynxxxx) xxd deliver to Buyer: (i) the Bill xx Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, (vi) all applicable Tax Clearances, and (vii) other instruments of transfer, evidence of consent and all other related documents as may be necessary to evidence or perfect the sale, assignment, transfer, and conveyance of good title to all of the Purchased Assets, in each case free and clear of all Security Interests and Encumbrances. Seller shall also deliver to Buyer all Books and Records, including the originals of the Advertising Contracts and Site Leases.
(b) Buyer shall deliver to Seller the Purchase Price, as adjusted pursuant to Section 2.6, by wire transfer of immediately available funds.
(c) Buyer shall enter into (as applicable) and deliver to Seller: (i) the Bill xx Sale, (ii) the Assignment of Contracts, (iii) the Assignment of Site Leases, (iv) the Assignment of Permits, (v) the Leases, and (vi) other assumption agreements, instruments and other documents as may be necessary to evidence the assumption by Buyer of the Assumed Liabilities.
(d) The Parties shall also deliver to each other the agreements, instruments, opinions, certificates, and other documents referred to in this Agreement.
Transactions at the Closing. At the Closing, the Company shall deliver to Lender the following documents and certificates (unless otherwise waived in writing by the Lender, in its sole and absolute discretion):
3.2.1. a true and correct copy of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto as Exhibit 3.2.1, approving this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, which shall include:
(a) the execution of a floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(a) (the “Floating Charge Debenture”);
(b) the execution of a fixed and floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”);
(c) the execution of a fixed charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”);
(d) the execution of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and
(f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Agreement, in the form attached hereto as Exhibit 3.2.1(f) (the “Amended and Restated AOA”).
3.2.2. Reserved;
3.2.3. a true and correct copy of the duly signed resolutions of the shareholders of the Company, including resolutions of the required preferred majority shareholders, in the form attached hereto as Exhibit 3.2.3, approving (i) this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, (ii) the amendment of the AOA by the Am...
Transactions at the Closing. 4 At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and, unless the Purchasers have waived, in writing, the occurrence or completion of any such transaction or delivery of any document,5 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:
2.2.1. The Company shall issue the Preferred A Shares to the Purchasers, as provided in Section 2.1, and deliver to the Purchasers the following documents:
(a) True and correct copies of resolutions of the Company's shareholders, in the form attached hereto as Schedule 2.2.1(a)A, by which the Articles of the Company were replaced with the Amended and Restated Articles , attached hereto as Schedule 2.2.1(a)B (the "Amended Articles") together with a duly completed notice of such changes to the Israeli Registrar of Companies (and all of the foregoing, immediately following the Closing, to be duly stamped to indicate filing with the Israeli Registrar of Companies);
(b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchasers against payment of the purchase price therefor [reserving [ ] Ordinary Shares, constituting up to [ ] percent ([ ]%) of the Company's outstanding share capital on a fully diluted basis (as of immediately following the Closing) for the purpose of granting options to purchase Ordinary Shares to employees, directors and consultants of the Company (the “Pool”) and effecting a change in the signatory rights of the Company] - all in the forms attached hereto as Schedule 2.2.1(b);
(c) Validly executed share certificates covering the Shares, issued in the names of the respective Purchasers, in the form attached hereto as Schedule 2.2.1(c); 2 Some transactions provide for a milestone closing (if the Company is required to satisfy certain milestones before an additional investment is made) or a deferred closing (if the Company is to be given additional time to find additional investors who will invest on the same terms and conditions).
