Transactions to be Effected at the Closing. (a) Seller shall be entitled to receive immediately 8,785,819 of the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement.
(b) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by Seller.
(c) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”).
(d) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s right, title and interest in and to the Acquired Shares, free and clear of all Liens, and (v) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement.
(e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.
Transactions to be Effected at the Closing. At the Closing:
(a) Parent shall cause Sellers to, and Sellers shall, deliver to the Designated Purchasers: (i) such appropriately executed special warranty deeds in recordable form (with respect to the Real Property), bills of sale, endorsements, consents, assignments and other good and sufficient instruments of transfer relating to the Acquired Assets in form and substance reasonably satisfactory to Purchaser and its counsel to vest in the Designated Purchasers all of Sellers' right, title and interest in, to and under the Acquired Assets, and as to the Shares, certificates representing the Shares, together with appropriate transfer documents, so as to vest in the Designated Purchasers good, valid and marketable title (subject only to limitations on transfer under applicable securities laws) to such Shares, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Purchaser or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein; and
(b) Purchaser shall deliver to Parent (or any Seller designated by Parent pursuant to Section 2.04) (i) the Cash Payment, the Promissory Notes and the Letter of Credit pursuant to Section 2.04, (ii) duly executed assignment and assumption agreements (including the Foreign Purchase Agreements) in appropriate form and (iii) such other documents as Parent or its counsel may reasonably request at least two business days prior to the Closing Date to demonstrate satisfaction or waiver of the conditions and compliance with the agreements set forth herein.
Transactions to be Effected at the Closing. (a) At the Closing, the Purchaser shall deliver to Pearson, for itself and as agent for the other Sellers, (i) the Cash Component Price by wire transfer of immediately available funds to an account or accounts designated in writing by Pearson to the Purchaser no later than two Business Days prior to the Closing Date, (ii) stock certificates (in such denominations and registered in such name(s) as Pearson shall request (the “Preferred Stock Certificates”)) representing the Preferred Stock Component and (iii) a limited liability company operating agreement of Holdco LLC (the “Holdco LLC Agreement”) evidencing the issuance to Pearson of the Holdco Equity Component. In addition, at the Closing, the Purchaser shall deliver to the Sellers all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.3.
(b) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser (i) the original certificates representing all of the Equity Interests of the Companies, which certificates shall be either duly endorsed for transfer to, or accompanied by stock powers duly endorsed in blank in favor of, the Purchaser (or the one or more Designated Purchaser Entities), as applicable, with respect to each Company on Attachment A and otherwise in form acceptable for transfer on the books of the Companies and (ii) $10,000,000 in cash to provide for deferred revenue of the Business. In addition, at the Closing, the Sellers shall deliver to the Purchaser all agreements, certificates and other documents necessary to satisfy any condition referred to in Section 9.2.
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall:
(i) deliver to Sellers:
(A) the Closing Date Payment, by wire transfer of immediately available funds to the accounts designated in writing by each Seller to Buyer no later than five (5) Business Days prior to the Closing Date, with each Seller to receive their respective percentage of such Closing Date Payment as set forth on Schedule 2.03(a)(i)(A); and
(B) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(ii) pay, on behalf of the Company or the Sellers, the following amounts:
(A) Indebtedness of the Company to be paid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Indebtedness Certificate; and
(B) any Transaction Expenses unpaid at Closing, by wire transfer of immediately available funds to the accounts and in the amounts specified on the Closing Transaction Expenses Certificate.
(b) At the Closing, Sellers shall deliver or cause to be delivered to Buyer:
(i) duly executed assignments of the Membership Interests to Buyer, in form and content acceptable to Buyer and its counsel, free and clear of all Encumbrances; and
(ii) the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by the Seller Parties at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Transactions to be Effected at the Closing. (a) At the Closing, ParentCo shall deliver to the Transferors:
(i) Each Transferor’s pro-rata allocation of the Exchange Shares minus such Transferor’s pro-rata allocation of the Escrow Shares and the Non-Key License Holdback Shares, as evidenced by statements from ParentCo’s registrar and transfer agent showing the issuance of the Exchange Shares in the names of the Transferors in non- certificated book-entry form or other similar instrument and in the amounts specified on the Payment Allocation Schedule;
(ii) a true and complete copy, certified by the secretary or similar officer of MedMen, of (i) the resolutions duly and validly adopted by the Board of Directors of MedMen evidencing its authorization of the execution of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) the MedMen Arrangement Resolution duly and validly adopted evidencing the Shareholder Approval;
(iii) a true and complete copy, certified by the secretary or similar officer of ParentCo and Merger Sub, as applicable, of the resolutions duly and validly adopted by the respective boards of directors of ParentCo and Merger Sub evidencing authorization of the execution of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby;
(iv) a certificate of a duly authorized officer of ParentCo certifying as to the matters set forth in Section 10.03(a) and Section 10.03(b);
(v) the Escrow Agreement executed by ParentCo and the Escrow Agent, and the Lock-Up Agreements and the IL Medtech Lock-Up Agreement, each as executed by ParentCo;
(vi) evidence, in a form reasonably satisfactory to the Company, that the Arrangement has occurred in accordance with the terms of this Agreement; and
(vii) all other agreements, documents, instruments or certificates required to be delivered by ParentCo and MedMen to the Transferors’ Representative or the Transferors at or prior to the Closing pursuant to Section 10.3 of this Agreement.
(b) At the Closing, the Company and/or the Transferors shall deliver to ParentCo:
(i) Unit transfer documents evidencing the transfer of the Units to ParentCo, free and clear of all Encumbrances, or such other evidence of transfer of the Units satisfactory to ParentCo;
(ii) a true and complete copy, certified by the secretary or similar officer of the Company, of the resolutions duly and validly adopted...
Transactions to be Effected at the Closing. At the Closing:
(a) Seller shall deliver or cause to be delivered (i) to Purchaser or, if requested by Purchaser, one or more Purchaser Subs, a certificate or certificates representing the Transferred Equity Interests, duly endorsed by Seller for transfer to Purchaser or the applicable Purchaser Subs, as applicable, in each case with any required stock transfer stamps affixed thereto, free and clear of all Liens (other than Liens created by Purchaser), and (ii) to Purchaser (A) duly executed deeds (in recordable form) for each Owned Real Property, together with owner’s affidavits and customary gap indemnities executed and delivered by Seller or the other applicable member of the Seller Group in favor of the Title Company in such form as may be reasonably required by the Title Company to delete from Purchaser’s title insurance policies such general exceptions to title as are customarily omitted on the basis of an owner’s affidavit and customary gap indemnity, and bills of sale, assignments and other instruments of transfer relating to the other Transferred Assets (other than the assets of the Transferred Entity), in each case transferring such Transferred Asset to Purchaser free and clear of any Liens (other than Permitted Liens and Liens created by Purchaser), (B) counterparts of the Intellectual Property License Agreement, the Site Services Agreements, the Transition Services Agreement, the Fiber Supply Agreements and each of the IDB Lease Assignment and Assumption Agreements duly executed by Seller or the relevant member of the Seller Group, (C) a complete and correct copy (recorded on a DVD or similar medium) of the electronic data room created and maintained by or on behalf of Seller in connection with the contemplated sale of the Business and (D) all such other certificates and documents required to be delivered to Purchaser at or prior to the Closing pursuant to this Agreement or any Ancillary Agreement (the documents in clauses (i), (ii)(A) and (ii)(D) above, collectively, the “Asset Conveyance Documents”) (it being understood that the certificates, deeds, bills of sale, assignments, instruments of transfer, agreements and other documents referred to in clauses (i), (ii)(A) and (ii)(D) above shall not require Seller to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement or the Ancillary Agreements; provided, however, that the deeds for the Owned Real Property shall be bargain and sale d...
Transactions to be Effected at the Closing. (a) At the Closing, the Seller shall deliver or cause to be delivered to Purchaser the following:
(i) a duly executed counterpart of an assignment and assumption and xxxx of sale substantially in the form of Exhibit B (the “Assignment and Assumption”);
(ii) a duly executed counterpart of an intellectual property assignment agreement substantially in the form of Exhibit C (the “IP Assignment”);
(iii) a duly executed (and, to the extent required by Law, notarized) special warranty deed (or local equivalent) applicable to each Transferred Owned Real Property, in recordable form and otherwise substantially in the form of Exhibit D (each, a “Deed”), together with duly executed counterparts (if required by a grantor) of accompanying Tax Returns with respect to any Transfer Taxes to be filed as contemplated by Section 7.10(a);
(iv) a duly executed counterpart of each lease assignment and assumption agreement applicable to each Transferred Leased Real Property, substantially in the form of Exhibit E (each, a “Lease Assignment and Assumption Agreement”);
(v) a duly executed counterpart of the Transition Services Agreement as contemplated by Section 7.15; (vi) a duly executed counterpart of the Seller Tolling Agreement as contemplated by Section 7.15;
(vii) a duly executed counterpart of the Purchaser Tolling Agreement as contemplated by Section 7.15;
(viii) a duly executed counterpart of each Local Transfer Agreement required by Section 2.05;
(ix) the certificates contemplated in Section 8.02;
(x) with respect to each foreign Selling Entity, a duly executed certificate that none of the Transferred Assets being sold by such foreign Selling Entity constitute a “United States real property interest” within the meaning of Section 897(c) and the Treasury Regulations thereunder, in form reasonably agreed upon by the parties; and
(xi) with respect to each non-foreign Selling Entity, a duly executed certificate of non-foreign status in accordance with Section 1.1445-2(b)(2) of the U.S. Treasury Regulations, in form reasonably agreed upon by the parties.
Transactions to be Effected at the Closing. At the Closing, the following transactions shall be effected by the parties to this Agreement:
(a) Seller Representative, NewCo and/or the Company, as applicable shall deliver or cause to be delivered to Acquiror:
(i) a certificate from the (1) California Secretary of State and (2) Franchise Tax Board of the State of California, in each case, certifying that the Company is in good standing and dated no earlier than ten (10) Business Days prior to the Closing Date;
(ii) the Payoff Letters, duly executed by the applicable holders of Closing Debt to be paid at Closing, and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), in form and substance reasonably satisfactory to Acquiror, releasing and terminating any and all Encumbrances (other than Permitted Encumbrances) relating to Debt of the Company for borrowed money promptly following the payment of the amount set forth in such Payoff Letter;
(iii) a final invoice from each payee of any portion of the Estimated Transaction Expense to be paid by Acquiror at Closing;
(iv) a certificate, dated as of the Closing Date, of the Secretary or executive officer of the Company, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(a), 10.2(a) and 10.3 have been satisfied;
(v) a certificate, dated as of the Closing Date, from each Seller, each Seller Guarantor and NewCo, in form and substance reasonably satisfactory to Acquiror, certifying that the conditions set forth in Sections 10.1(b) and 10.2(b) have been satisfied, as applicable;
(vi) evidence, in form and substance reasonably satisfactory to Acquiror, of the resignations or removal of the members of the Board of Directors of the Company and the officers of the Company requested by Acquiror no later than two (2) Business Days prior to the Closing, such resignations or removal to be effective concurrently with the Closing;
(vii) a duly executed certificate of non-foreign status, in form and substance reasonably satisfactory to Acquiror, from NewCo in a form and manner that complies with Section 1445(b)(2) of the Code and the Treasury Regulations thereunder, together with a duly executed IRS Form W-9 from NewCo;
(viii) a written consent, in form and substance reasonably acceptable to Acquiror, from each of the third parties set forth on Schedule 2.3(a)(viii);
(ix) a Spousal Consent from each Seller Guarantor duly execute...
Transactions to be Effected at the Closing. (a) At the Closing, Buyer shall deliver to Seller:
(i) the Purchase Price (less the Exclusivity Payments previously paid or any VRU Holdback in accordance with this Agreement), subject to any Closing Adjustment pursuant to Section 2.04, by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than the Closing Date; and
(ii) the Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.
(b) At the Closing, Seller shall deliver to Buyer:
(i) an assignment of the Membership Interests to Buyer in the form of Exhibit A (the “Assignment”), duly executed by Seller; and
(ii) the other Transaction Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Transactions to be Effected at the Closing. At the Closing:
(a) Seller shall deliver to Purchaser certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate Transfer Tax stamps, if any, affixed.
(b) Purchaser shall deliver to Seller payment, by wire transfer to a bank account designated in writing by Seller (such designation to be made at least one Business Day prior to the Closing Date), in immediately available funds in an amount equal to the Closing Date Amount.
(c) Purchaser shall deposit with the Escrow Agent, by wire transfer to the bank account designated in writing by the Escrow Agent (such designation to be made at least one Business Day prior to the Closing Date), the Escrow Amount, which amount shall be held by the Escrow Agent in an escrow fund (the “Escrow Fund”), subject to the terms of the Escrow Agreement and this Agreement (including Section 1.04(d)(ii) and Article IX).
(d) Purchaser shall pay the CES Credit Agreement Repayment Amount as contemplated by Section 6.11(a).
(e) Purchaser shall pay the NMGC Credit Agreement Repayment Amount as contemplated by Section 6.11(b).
(f) Seller shall, or Seller shall cause the Company to, deliver evidence satisfactory to Purchaser at the Closing that, effective as of the Closing Date, each of the officers of the Company and the Company Subsidiary listed in Section 1.03(f) of the Company Disclosure Letter and the members of the board of directors of the Company and the Company Subsidiary have resigned from (or shall otherwise have ceased to hold) their positions as officers or directors of the Company or the Company Subsidiary.
(g) Seller shall, or Seller shall cause the Company to, deliver to Purchaser at the Closing valid certificates issued by applicable Governmental Entities which evidence that each of the Company, the Company Subsidiary and Seller is in good standing in its state of incorporation or organization.
